Independent Private Sector Inspector General Service Engagement & Tasking Description (IPSIG)

1. Independent Private Sector Inspector General Service Engagement & Tasking Description (IPSIG) CritelliLaw, PC Iowa/New York/London

2. The Role of the Independent Private Sector Inspector General. In re LTV Securities Litigation, 89 F.R.D. 595 (N.D. Tex. 1981), the court described the role of an independent private sector inspector general or counsel as: ‘’to investigate questionable accounting and auditing practices to determine how they can be brought into compliance with SEC standards, and to investigate the conduct of the corporation and to advise whether legal action should be taken for material misconduct found ... Special investigative counsel are an increasingly common element of SEC consent decrees."

3. A New Player in the Boardroom: The Emergence of the Independent Directors’ Counsel,Geoffrey C. Hazard, Jr.& Edward B. Rock, 59 Bus Law Rev 1389. “Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and MBOs; and internal investigations of misconduct. We predict that, with the additional legal requirements imposed on independent directors by the Sarbanes Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the board room: the Independent Directors' Counsel. “

4. In re American Mut. Funds Fee Litigation2009 WL 5215755 C.D.Cal.,2009. December 28, 2009 “An important element of the independent director’s informed state is the advice they received from their independent counsel. Kalish v Franklin Advisers, Inc. 742 F. Supp. 1222 (S.D. N.Y. 1990) relying on the fact that directors received advice from independent counsel. Krinsk v. Fund Asset Management, Inc.715 F.Supp. 472, S.D.N.Y.,1988) . “

5. CritelliLaw’s IPSIG Services • We providepolicy direction for public and not -for -profit organizations and conduct, supervise, and coordinate investigations and audits relating to the programs and operations of the company especially as it concerns: • Fraud, abuse, misappropriation and malfeasance, • Compliance or non-compliance with company policy, protocol or internal regulations, • Compliance or non-compliance with federal, state and local laws and regulations, • The fulfillment of contractual obligations, • business ethics.

6. CritelliLaw’s Sarbanes Oxley Representation Provide objective and independent legal opinions and advice. Review company prepared draft minutes for the board and its committees to ensure completeness and accuracy and where appropriate ensure questions and concerns raised by board members with management are adequately and accurately recorded. Serve to observe the meetings of the committee and its interaction with management, internal auditors, outside auditing firms, and the company’s compliance and ethics officers.

7. Review the company’s reports regarding Legal Proceedings and Management Discussion and Analysis. Establish and maintain procedures to ensure continuity of issues and positions regarding Board and Audit Committee decision-making. Assist the Audit Committee in establishing an appropriate procedure regarding complaints , ensuring confidentiality and protection against reprisal. Assist in the preparation of an Audit Committee Charter and/or periodically review the Charter for Sarbanes-Oxley compliance. Undertake no engagement, accept no fee or be otherwise influenced by the company or management or engage in activities that will jeopardize our independence.

8. Qualifications Nick and Tre Critelli are two of five practicing American lawyers who are also Barristers at the Bar of England and Wales. Nick is the past president of the Iowa State Bar Association and the Iowa Academy of Trial Lawyers and a fellow in the American College of Trial Lawyers , the American Board of Trial Advocates and the International Society of Barristers . Tre is the current Chair of the Iowa Supreme Court Attorney Discipline Board. He is the only Barrister , and one of a very few American attorneys to hold the qualification as a certified fraud examiner by the Association of Certified Fraud Examiners. CritelliLaw serves as independent counsel for many boards and agencies in the public, private and non-profit sectors. CritelliLaw , PC is AV rated by Martindale Hubbell and listed in Chambers & Co. It was chosen for inclusion in the Best Lawyers in America legal directory.

9. CritelliLaw, PC CritelliLaw may be contacted at: In the United States In London 317 Sixth Avenue Barristers Chambers Suite 950 9 Stone Buildings Des Moines, IA 50309 Lincoln’s Inn 515-243-3122 London WC2A 3NN Counsel@CritelliLaw.com www.CritelliLaw.com This is the crest of the Honourable Society of the Middle Temple, London, our Inn of Court