AGREED ORDER

FREDERICK J. KAPALA, District Judge.

Upon the agreed motion of the United States it is hereby ordered:

1. Defendant's counsel herein, James T. Zuba, may turn over to Leigh D. Roadman and Denis J. Conlon and the law firm of Clark Hill, PLC (collectively "Defense Counsel") any and all discovery materials provided to him by the Government under the terms of the Protective Order entered by the Court on March 13, 2007 (the "Discovery Materials").

2. Defense Counsel may solely utilize the Discovery Materials in connection with their representation of the Defendant in the follow-up civil examination of Defendant's income tax returns for the years 2000 through 2003 and other years (the "Civil Tax Proceedings"), and for no other purpose and in connection with no other proceeding. Any notes or records of any kind that Defense Counsel may make relating to the contents of the Discovery Materials shall not be disclosed to anyone other than the Defendant, his wife and her defense counsel, and persons employed to assist in the defense of the Civil Tax Proceedings.

3. The Discovery Materials shall not be copied or reproduced, except as to provide copies of the materials for use by the defendant, Defense Counsel, defendant's wife and her defense counsel, and such persons as are employed by them to assist in the defense of the Civil Tax Proceedings, and such copies and reproduction shall be treated in the same manner as the original materials.

4. Defendant, Defense Counsel, and such persons as are employed by them to assist in the defense of the Civil Tax Proceedings may disclose and provide copies of the Discovery Materials and their contents to Internal Revenue Service personnel, and potential witnesses and their lawyers as part of their efforts to prepare a defense to the Civil Tax Proceedings.

5. Prior to providing or disclosing any Discovery Materials to any witness and their lawyer, Defense Counsel shall provide a copy of this Order to such witness and their lawyer and shall advise each recipient that at the conclusion of this case, the Discovery Materials must be returned to Defense Counsel. Defendant and Defense Counsel may provide the Discovery Materials to Internal Revenue Service personnel without requiring the Internal Revenue Service to return the Discovery Materials to Defense Counsel. All individuals and entities receiving Discovery Materials from Defense Counsel, except for the Internal Revenue Service and its personnel, shall be subject to this Order and shall not further disclose the Discovery Materials or their contents as permitted by this Order or any further Order of this Court. Defense Counsel shall maintain a copy of this Order that has been signed and dated by each recipient who received Discovery Materials subject to this Order and shall create a log of the Discovery Materials disclosed to each recipient.

6. The Discovery Materials remain the property of the United States. Upon the final conclusion of the Civil Tax Proceedings, all such materials and all copies made thereof, except those provided to the Internal Revenue Service, shall be returned by Defense Counsel to the United States, unless agreed otherwise by the United States and Defense Counsel.

7. Violations of this Order may result in the imposition of civil and criminal sanctions.