Mai Inc

Item 5:
ADVISORY FEES / COMPENSATION

We charge a quarterly fee of one quarter of one percent (0.25% each quarter for a
total of 1% annually) of the client’s total investment capital, as previously defined,
and which must be paid in advance. It does not matter whether we have discretion
over the assets, whether the assets are liquid, or whether they are held in a 401(k)
or 403(b) plan, or a bank or credit union. Fees are negotiable, so if a client believes
an asset should be excluded from the calculation, we listen and negotiate.
Moneywatch Advisors does NOT receive any other form of compensation, such as
performance-based fees or transactions-based compensation/commission.

Once the fee is agreed upon and the first quarterly installment is paid, we begin our
analysis. Ordinarily if the relationship starts early in the month and we can make
significant progress in starting to manage the client’s affairs, the client’s start
(anniversary) date will be the first of that month. When it is past the middle of the
month or we are not going to make much progress during the remainder of the
month, we set the start date at the first of the next month. Our advisory fee is
adjusted quarterly and calculated on the first day (as of the last business day) of the
month; exactly one month prior to the client fee being due. This procedure allows us
to mail the client an Invoice & Report of Managed Investments in advance to show
how the fee is calculated for the upcoming quarter. Clients are responsible for
double checking our calculations to assure themselves that no errors have been
made. The invoice they receive reminds them that the custodian will not determine
the accuracy of the fee. We reserve the right to make interim adjustments to
advisory fees in the case where there might be a substantial change in the client’s
investment capital. Clients have the right to request adjustments also.

Fees are calculated each quarter as of the last business day of the month so it is
possible that a client will be paying more or less than the agreed upon percentage,
due to asset price fluctuations and additions or withdrawals of capital. Client fees
are negotiable and can be re-calculated at the request of the client. In most cases our
minimum fee is $250 per quarter. In the case of smaller accounts (less than
$100,000) being charged the flat fee, the client will be paying a fee greater than
0.25% per quarter. In some cases, we make exceptions to the minimum fee per
quarter.

Fees are billed quarterly in advance, and it is our preference to have that fee paid by
direct debit from one of the client’s brokerage or investment accounts. The client
has the choice to mail the fee directly to the custodian. The custodian does not
verify the accuracy of the calculation of the fee.

Clients may discontinue our service at any time without penalty. Since fees are paid
in advance, the client is entitled to reimbursement of the unused portion of the fee,
upon resignation. Reimbursement is calculated by dividing the number of days in
the quarter into the total fee amount; the total number of days remaining in the
                           WWW.MONEYWATCHADVISORS.COM
                                  121 WALTON AVENUE
                                  LEXINGTON, KY 40508
                 PHONE: (859) 268-1117             FAX: (859) 269-7315

quarter is multiplied by the daily rate and the client is issued a check for this
amount. The client is responsible for contacting our office and requesting the
reimbursement.

To the extent that we recommend the use of open, closed-end and exchange-traded
funds, which will likely represent a substantial portion of assets under management,
the client should be aware these funds charge investment management fees. As a
result, the cost of dealing with Moneywatch Advisors is more than the 0.25%
quarterly fee. In the case of smaller accounts being charged a flat fee, the assets
under management may be paying a fee much greater than 0.25%. Some brokerage
firms which hold client assets also charge trading fees at times. This is unavoidable.
These fees can range from $6.95 per equity trade up to $45 per broker assisted
mutual fund trade. Generally, Moneywatch Advisors tries to purchase mutual funds
without any trading fees, but at times this may occur when a specific fund has a
trading fee.

Employees of Moneywatch Advisors are not compensated by anyone for the sale of
securities or other investment products. It is possible for clients to purchase
investment products that Moneywatch Advisors recommends through other
brokers or agents that are not affiliated with us, but we believe Charles Schwab
provides cost effective trading and superior service which allows us to manage
client accounts more seamlessly.

We do not charge separately for financial planning services therefore we are unable
to accommodate individuals who wish to have stand-alone planning services
charged on an hourly or project basis.

                           WWW.MONEYWATCHADVISORS.COM
                                  121 WALTON AVENUE
                                  LEXINGTON, KY 40508
                 PHONE: (859) 268-1117             FAX: (859) 269-7315

TYPES OF CLIENTS

Moneywatch Advisors clientele consists of over 387 individuals, retirement plans,
trusts, estates, and charitable organizations with a primary emphasis on individuals
with a varied amount of beginning assets.

                          WWW.MONEYWATCHADVISORS.COM
                                 121 WALTON AVENUE
                                 LEXINGTON, KY 40508
                PHONE: (859) 268-1117             FAX: (859) 269-7315