Common use of Scope of the Engagement Clause in Contracts

Scope of the Engagement. This Agreement will continue for a period of six months from its effective date unless extended or terminated early by mutual consent; except the Company acknowledges that the provisions of Sections B.2. through B.7. and Addendum A shall survive any termination of the Agreement. During the term hereof, MGCO will use its best efforts to provide the following services to the Company: 1. MGCO will first provide financial advisory services in connection with planning and executing the Acquisitions. 2. If needed for presentations to investors and/or lenders, MGCO will prepare a comprehensive information memorandum and business plan and/or detailed projections. 3. MGCO will prepare any presentation materials deemed necessary for meetings with investors and/or lenders. 4. If requested, MGCO will introduce the Company to institutional investors interested in a Private Placement (as herein defined), assist in negotiating the terms of the transaction, and facilitating the closing. 5. MGCO will introduce the Company to lenders interested in providing a senior credit facility and will assist in negotiating and facilitating the closing. 6. MGCO will provide such other financial advisory services as deemed necessary which are related to transaction structure and timing, and other corporate finance matters. Mr. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ust 14, 1997 Page 2