[Date]

[Client]

[Client Address]

Re: Accounting Services for [Client]

Dear [Client]:

We are pleased to confirm our understanding of the terms of our engagement, as well as the nature, scope and limitations of the services we will provide as accountants during the calendar year 20[XX].

Cash Position Reporting Services

We will compile, from information you provide or grant us access to, [monthly/quarterly] statements of cash receipts and disbursements (the “financial statements”) for your identified accounts prepared on the cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles. The financial statements can only include the accounts that you identify and for which you provide, or grant us access to, the appropriate information. We are not responsible for identifying or locating accounts to be included in the financial statements.

We will compile the financial statements in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to present in the form of financial statements information that is the represented to us by you without undertaking to express any assurance or opinion on the financial statements.

A compilation differs significantly from a review or an audit of financial statements. A compilation does not contemplate performing any inquiry, analytical procedures, or other procedures performed in a review. Additionally, a compilation does not contemplate obtaining an understanding of the entity’s internal control; assessing fraud risk; testing accounting records by obtaining sufficient appropriate audit evidence through inspection, observation, confirmation, and examination of source documents; or other procedures ordinarily performed in an audit. Therefore, our compilation will not provide a basis for expressing any level of assurance on the financial statements being compiled.

The financial statements will not be accompanied by a report. Based upon our discussions with you, these statements are for your personal use only and are not intended for, nor should they be used by, third-parties.

Material departures from the cash basis of accounting may exist and the effects of those departures, if any, on the financial statements may not be disclosed. In addition, substantially all disclosures required by the cash basis of accounting may be omitted. Notwithstanding these limitations, you represent that you have knowledge about the nature of the procedures applied and the basis of accounting and assumptions used in the preparation of the financial statements that allows you to place the financial information in the proper context. Further, you represent and agree that the use of the financial statements will be limited to your personal use or to persons with similar knowledge in the case of commercial relationships.

Our engagement cannot be relied upon to disclose errors, fraud or illegal acts that may exist. However, we will inform you of any material errors, as well as any evidence or information that comes to our attention during the performance of our compilation procedures that fraud may have occurred. In addition, we will report to you any evidence or information that comes to our attention during the performance of our compilation procedures regarding illegal acts that may have occurred unless they are clearly inconsequential. You are responsible for protecting and safeguarding your assets and retain all responsibility for detecting errors, fraud, or illegal acts, as well as ensuring that adequate controls are in place to protect your assets. Upon receipt, you are responsible for reviewing the financial statements and advising us of any errors or irregularities. No part of this engagement shall be deemed to include an audit or other examination of your general financial position, and we have not been engaged to examine or monitor the conduct of your agents.

Based on our overall professional relationship, we are not independent with respect to your financial statements.

We also will provide the following services:

Bill Paying, Depositing and Similar Related Services

If requested, and in conformity with your instructions and authorization, we will open checking accounts in your individual name or any entity you designate, as appropriate, or use your current checking account(s). We will ask you to authorize checks to be drawn on these accounts by your representatives in our firm. You, of course, will also have the right to draw checks on these accounts. Copies of all banking records will be sent both to you and to our office.

We request that you direct any persons or entities from whom you expect payments of any nature to make these payments to you in care of this office and for you to inform our office about these arrangements. Upon receipt, any monies received will be deposited directly to your account(s). We will retain copies of all checks deposited and they will be furnished to you upon request. To the extent you do not direct that payments be made to you in care of our office, we will not necessarily have any knowledge of such payments and will have no responsibility for determining whether any such payments were made other than asking you if there were any other payments. We have no obligation to confirm whether all of your potential income sources have been directed to us; that is your sole obligation.

We will draw and issue checks from these accounts for all expenditures that you authorize us to pay. Your authorization can be either written (including electronic transmission) or verbal. Recurring monthly expenditures can be approved once, with the understanding that no further approval is necessary. We have not been given, and do not accept, any discretion to determine whether any expenditure should be made on your behalf; all expenditures must be approved. Accordingly, we do not accept any fiduciary responsibility for the services, which are purely commercial and involve the application of traditional accounting practices.

We will retain copies of your banking records for the accounts you authorize us to handle for a period of [number of years consistent with document retention policy] years. As we deem appropriate, we also may prepare such journals, ledgers, reconciliations, and trial balances we judge are necessary to the services we are providing.

If requested, we will provide you with a summary analysis of your investments and certain other assets in the accounts you identify. This investment analysis is intended solely for your personal use and is not intended for third-party use. We are not acting as financial planners or advisors and will not monitor your investments as part of this engagement. Additionally, this summary analysis can only be provided for the accounts you identify since we will not undertake any investigation to identify additional accounts.

We will, upon your request, assist you in matters such as securing mortgages, insurance coverage, car leases, and the like. We will not undertake these matters unless you specifically request that we do so and each such request shall be treated as an individual transaction and not an ongoing responsibility.

Income Taxes

We will prepare all federal, state and local income, gift and other related tax returns for you that appear necessary based on the information you provide. Our preparation of these tax returns will be based solely on the information you provide or make available to us. To the extent you make your banking and investment records available to us, we will utilize those records without verification. Transactions and events not contained in these records must be provided to us by you or your agents; this information will be accepted without verification.

We will prepare income tax projections and advise you on tax changes, problem areas and planning. We ask you to inform us of any changes in status, transactions you plan, or business undertakings that you contemplate so that we may best advise you.

Some tax positions must be clearly disclosed in your returns if they meet certain standards. If a return position relates to a transaction designated by the IRS or any relevant state as a “listed transaction,” or if the principal purpose of a transaction is the avoidance or evasion of tax (principal purpose transaction), we must arrive at a high level of confidence that the position “should” be accepted by the taxing authorities if scrutinized in order to complete preparation of the return. If the position does not involve a federal or state “listed transaction” or a “principal purpose transaction,” we must be able to determine that (1) an undisclosed return position is at least “more likely than not” to be upheld, and (2) a disclosed return position has at least a “realistic possibility” of being sustained on its merits. In determining whether a return position meets the appropriate standard, we will not take into account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or that an issue will be settled. We will inform you as soon as possible if, during our preparation, we determine circumstances exist that prevent us from completing the tax return under these standards and we will advise you of potential alternatives.

Tax Consulting Services

We do not anticipate that the written tax advice provided under this engagement letter will be a Covered Opinion as defined in Section 10.35 of Circular 230 (“Covered Opinion”). Therefore, all written tax advice provided under this engagement letter will contain the following legend:

ANY TAX ADVICE IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN BY [Accounting Firm] TO BE USED, AND CANNOT BE USED, BY A CLIENT OR ANY OTHER PERSON OR ENTITY FOR THE PURPOSE OF (i) AVOIDING PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER OR (ii) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN.

However, if our services do rise to the level of a Covered Opinion, we will issue a separate engagement letter for the issuance of a Covered Opinion. To be of greater assistance to you, we should be advised in advance of proposed transactions. If such matters exceed the scope of this engagement letter, we will issue separate engagement letters to confirm the scope and related terms of any additional engagements.

You further agree that any advice, recommendations, information or work product provided to you by us in connection with our engagement is for your sole use and may not be relied upon by any third party. If for any reason, you provide such information to a third party, you will provide the third party with the following written notice which shall be acknowledged by the third party in writing:

The advice or other information in this document was prepared for my/our sole benefit. It is based on specific facts and circumstances, limited to the scope of our engagement for you and may not be relied upon by any other person or organization. We accept no responsibility or liability in respect of this document to any person or organization other than to you.

Reportable Transactions

The Internal Revenue Code (“IRC”) and the related Treasury regulations, as well as certain other laws and regulations, require taxpayers to disclose various transactions, sometimes specifying the actual tax treatment, and frequently imposing strict penalties for noncompliance. The Compan[y/ies] agree[s] to use reasonable efforts to identify all reportable transactions and promptly inform [Accounting Firm] if the Compan[y/ies] are required to disclose any transaction covered by this engagement. [Accounting Firm] will inform the Compan[y/ies] of any such transactions that come to our attention, but the ultimate responsibility for identifying transactions lies with the Compan[y/ies].

Investment Services

If requested, we will review investment opportunities and advise you on their economic and tax implications. Additionally, if requested, we will invest excess funds in short-term securities (i.e., treasury bills, certificates of deposit, money markets) to maximize your return on your funds. However, we will not act as investment advisors, and our services will be limited to placing your funds as directed by you and/or your outside investment advisors, brokers or counselors.

Fees

Our fees for these services will be based on our regular hourly rates as they relate to the individuals performing the services, plus travel and other out-of-pocket costs. We regularly will invoice the amounts due and the invoices will contain a brief description of the overall services and the total amount due; itemized invoices will not be provided unless specifically requested.

All additional services identified in this letter should be considered separate engagements. The terms and conditions of those engagements will be governed either by a written addendum to this letter or a new specific engagement letter, if the matter exceeds the scope of this engagement.

In accordance with our firm policies, work may be suspended if your account becomes 90 days or more overdue, and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been concluded upon our providing you written notification of termination, even if we have not completed our work. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. If we stop work based on your account becoming delinquent, we will not be responsible for any additional tax, interest or penalties arising out of any delay caused by the work stoppage.