EFTA00589969.txt

"HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: Glenn Dubin Co-Chief Executive Officer"

"FINANCIAL TRUST COMPANY, INC. By: Jeffrey Epstein President"

"FROM: Ron Resnick FAX NUMBER: (212) 287-4915 TO: Darren Indyke FAX NUMBER: (212) 750.0381 DATE: June 24, 2005"

"The Company hereby engages Consultant, and the Consultant hereby accepts the engagement by the Company, to provide the Consulting Services"

"the Company agrees to pay the Consultant a fee of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000)"

"Consultant is for all purposes hereunder an independent contractor, and nothing in this Agreement shall be construed or inferred to imply that the Con"

"CONSULTANT FINANCIAL TRUST COMPANY, INC."

"The Consultant will assign Jeffrey Epstein to perform all of the services contemplated herein"

""Qualified Funds" means funds invested by (i) the Consultant, (ii) Jeffrey Epstein or (iii) any affiliate of the Consultant owned, directly or indirec"