Lane Five Capital Management LP

Item 5.         Fees and Compensation:

                    (A)   Generally: All fees are individually negotiated. Circumstances
                          considered when negotiating fees may include, without limitation,
                          customary market rates, specialized guidelines, and other
                          performance/incentive fee/allocation arrangements.

                          Management fees for Managed Accounts or the Fund are
                          calculated based on a periodic percentage of the value of the assets
                          under management (the “Management Fee”).

                          In consideration for its services to the Fund, the Firm will receive a
                          Management Fee, calculated at approximately 1.5% annually
                          (0.375% per quarter) of the net assets of the Fund.

                          In addition, the Firm may collect incentive fees/allocations based
                          on the performance of investments. Please refer to Item 6, below,
                          for a more detailed description of incentive fees/allocations, and
                          related conflicts of interest.

                    (B)   Payment of Fees: Management Fees are billed quarterly in
                          advance as specified in the relevant investment management
                          agreement or applicable pooled vehicle transaction document. The
                          Firm also receives a performance based fee or incentive
                          fee/allocation (the “Performance Allocation”) as defined below.
                          The Performance allocation is tied to the capital appreciation
                          within the client account as evaluated at the end of each calendar
                          year and is payable annually, in arrears.

                    (C)   Additional Fees and Expenses: In addition, clients will incur
                          brokerage and other transaction costs. Clients should review
                          carefully Item 12, which discusses conflicts of interest related to

Item 7.         Types of Clients:

                          The Firm provides investment advice to a pooled investment
                          vehicle and Managed Accounts. The minimum initial investment
                          in a Fund is $1,000,000, although the General Partner has
                          discretion to accept lesser amounts. The Firm does not impose any
                          specific minimum investment amount to open or maintain a
                          Managed Account.