ORDER AUTHORIZING RECEIVER TO EMPLOY SPECIAL COUNSEL FOR REAL ESTATE MATTERS AND PURSUE QUIET TITLE ACTION

KENT J. DAWSON, District Judge.

Upon consideration of the Motion of Receiver for Order Authorizing Receiver to Employ Special Counsel for Real Estate Matters and Pursue Quiet Title Action [Docket No. 755], after a hearing on proper notice, the Court having considered the motion and arguments, and good cause appearing,

IT IS ORDERED that:

1. The Motion is granted;

2. The Receiver is authorized to employ Sinclair, Wilson, Baldo & Chamberlain ("SWB&C") as his special real estate counsel herein. A full description of the terms of retention is contained in the attached Exhibit A;

3. The Receiver is authorized to pay SWB&C its fees and costs in accordance with paragraph 13 of the Receivership Order;

4. The Receiver is authorized to pursue a quiet title action as described in the Motion; and

5. The Receiver is authorized to take all such action as necessary to effectuate the terms of this order on behalf of the receivership estate, including executing any and all documents.

EXHIBIT A

This document (the "agreement") is the written fee contract that California law requires lawyers to have with their clients. We, Sinclair Wilson Baldo & Chamberlain, will provide legal services to you, the undersigned, on the terms set forth below.

1. SCOPE OF SERVICES. You are hiring us as your attorneys, to represent you in the following matter:

2. CLIENT'S DUTIES. You agree to be truthful with us, to cooperate, to keep us informed of developments, to abide by this agreement, to pay our bills and to keep us advised of your address, telephone number and whereabouts.

3. INITIAL FIXED FEE CHARGE. No initial fixed fee charge will be required.

4. RETAINER DEPOSIT. No retainer will be required.

5. DEPOSIT IN ADVANCE OF TRIAL AND REPLENISHMENT OF RETAINER. No deposit in advance of trial will be required.

6. LEGAL FEES AND BILLING PRACTICES. Subject to approvalof the United States District Court, District of Nevada, in civil action no. 2:08-cv-01276-KJD-RJJ, you agree to pay by the hour at our prevailing rates for time spent on your matter by our legal personnel. Our current hourly rates for legal personnel (and billing rates) are set forth below.

7. COSTS AND EXPENSES. In addition to paying legal fees, you shall reimburse our firm for all costs and expenses incurred by our legal personnel, including, but not limited to, process servers' fees, fees fixed by law or assessed by court or other agencies, court reporters' fees, long distance telephone calls, messenger and other delivery fees, postage, in-office photocopying at $.15 per page, parking, mileage at $.565 per mile, on-line computer research at the rate charged by the service provider, fair-market rental charges associated with litigation support and/or trial presentation hardware and materials, investigation expenses, consultants' fees, expert witness fees and other similar items. You authorize our firm to incur all reasonable costs and to hire any investigators, consultants or expert witnesses reasonably necessary in our legal personnel's judgment. We shall obtain your consent before retaining outside investigators, consultants, or expert witnesses whose charges are in excess of $500.00.

8. STATEMENTS AND FINANCE CHARGE. We will send you periodic statements for fees and costs incurred. You shall pay our statements within 30 days after each statement's date. If the statement is not paid in full within 30 days, the unpaid portion shall thereafter incur finance charges of 1.5% per month (18% APR), compounded monthly, from the date of the statement until paid. No interest will be changed on retainage fees required by the Receivership Order if paid within six months of billing.

9. Intentionally Omitted.

10. DISCHARGE AND WITHDRAWAL. You may discharge us at any time. We may withdraw with your consent or for good cause. Good cause includes your breach of this agreement, your refusal to cooperate with us or to follow our advice on a material matter or any fact or circumstance that would render our continuing representation unlawful or unethical. When our services conclude, all unpaid charges will immediately become due and payable. After our services conclude, we will, upon your request, deliver your file to you, along with any funds or property of yours in our possession.

11. DISCLAIMER OF GUARANTEE. Nothing in this agreement and nothing in our statements to your will be construed as a promise or guarantee about the outcome of your matter. We make no such promises or guarantees. Our comments about the outcome of your matter are expressions of opinion only.

12. EFFECTIVE DATE This agreement will take effect retroactive to the date we first performed services on your behalf. The date at the beginning of this agreement is for reference only. Even if this agreement does not take effect, you will be obligated to pay us the reasonable value of any services we may have performed for you.

13. DESTRUCTION/RETENTION OF CLIENT FILES. At the conclusion of this law firm's participation in your legal matter, we will return all or a portion of the closed file to you upon your written request. We will retain the remainder of the file, which will be stored in an off-site storage facility at our expense, for a period of five (5) years, after which time the entire file will be destroyed.

14. INSURANCE COVERAGE. This law firm maintains errors and omissins liability insurance, which covers the services to be rendered under this agreement.

I/We have read and understood the foregoing terms and agree to them, as of the date Sinclair Wilson Baldo & Chamberlain first provided services. If more than one party signs below, we each agree to be liable, jointly and severally, for all obligations under this agreement.