Feldman Jeffrey Mark

Item 5 - Fees and Compensation

For Investment Advisory Services - whereby the portfolio management of the
client's assets are done on a continuous basis, fees are assessed as follows:

                                                            Rate per 6

       Account Asset Base                                   Month Period

       First $250,000                                         0.40 %

       $250,000 to $1,000,000                                 0.30 %

       $1,000,000 to $3,000,000                               0.20 %

       Over $3,000,000                                        0.10 %

For fixed income accounts, the fees are one half the above amounts. All fees are
subject to a minimum of $250 per 6 month service period.

Clients are invoiced for a 6 month service period only after comprehensive financial
planning has been completed and investment supervisory services have been
initiated. The fee is calculated using the account asset base at the beginning of the
service period. This fee can be paid by either the client paying by check or by the
client signing a letter of instruction that authorizes Charles Schwab & Co. to deduct
their fee from their Schwab accounts. The client can choose either method.

Services can be terminated by the client at any time. If the service agreement is
terminated prior to the end of the six month service period, the client is entitled to a
refund of the unearned portion of the fee paid. In situations like these, the client
would request the refund from the advisor and the advisor would refund the

unearned portion to the client. The client will be entitled to a full refund if notice of
termination is given within five days of signing the service agreement.

The above fee schedule is subject to negotiation based on the specific circumstances
of each client. Fees are not based on capital gains or upon capital appreciation of
assets. The advisor's fees are exclusive of brokerage commissions, transaction fees,
and other related costs and expenses which shall be incurred by the client. These
fees can include a) short term mutual fund trading fees, b) mutual fund transaction
fees, and c) commissions for buying or selling individual securities (see item 12,
Brokerage Practices for these types of fees). Clients should note that because
mutual funds pay advisory fees to their investment advisors and such fees are
therefore indirectly charged to all holders of mutual fund shares, clients with mutual
funds in their portfolios are effectively paying both the Advisor and the mutual fund
manager for the management of their assets. Clients who place mutual fund shares
under the Advisor's management are therefore subject to both the Advisor's direct
management fee and the indirect management fee of the mutual fund's manager.

Fees for Non-Supervisory Investment Services and Comprehensive Financial
Planning - These services are provided at a rate of $150 per hour. This fee is
subject to negotiation based on the specific circumstances of each client. The
refunding of fees for this service is not an issue as they are charged only after the
financial planning service is performed and presented to the client and are only
collected upon the complete satisfaction of the client.

Item 7 - Types of Clients

The Advisor provides portfolio management services to individuals, high net worth
individuals, trusts and estates.