IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.

) ) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

PLAN SUPPLEMENT FOR JOINT LIQUIDATING AMENDED PLAN OF FASTSHIP INC. AND ITS SUBSIDIARIES PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Dated: June 18, 2012

BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari Coniglio, Esquire (OH 0081463) 200 Public Square, Suite 2300 Cleveland, OH 44114 (216) 363-4500 (Telephone) (216) 363-4588 (Facsimile) kconiglio@beneschlaw.com Counsel for the Debtors and Debtors in Possession

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

The Debtors hereby submit their Plan Supplement (the Plan Supplement) to the Joint Liquidating Amended Plan of Fastship Inc. and its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code. The Plan Suppment contains the following documents: 1. The Limited Liability Company Agreement of FastShip, LLC (FastShip), a copy of which will provided; Liquidating Trust Agreement by and among the Debtors and The Brownstein Corporation (the Trustee), a copy of which is attached hereto as Exhibit A; Funding Agreement by and among FastShip, the Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust, and IP Co., LLC, a copy of which is attached hereto as Exhibit B; Consulting Agreement between the Liquidating Trust and The Brownstein Corporation, a copy of which is attached hereto as Exhibit C; Consulting Agreement between the Liquidating Trust and Kathryn R. Chambers, a copy of which is attached hereto as Exhibit D; Consulting Agreement between the Liquidating Trust and Strategic Performance, Inc., a copy of which is attached hereto as Exhibit E; and Consulting Agreement between the Liquidating Trust and Thornycroft, Giles & Associates Ltd., a copy of which is attached hereto as Exhibit F.

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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., ) ) ) )
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Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

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Debtors. 1

LIQUIDATING TRUST AGREEMENT by and among FASTSHIP, INC., FASTSHIP ATLANTIC, INC., AND THORNYCROFT, GILES & CO., INC. Collectively, as Debtors and Debtors-in-possession and THE BROWNSTEIN CORPORATION as Trustee Dated: June __, 2012

The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thomycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

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TABLE OF CONTENTS

ARTICLE I THE TRUSTEE .......................................................................................................... 2 A. B. C. D. E. F. G. H. I. J. K. L. M. N. Appointment. .......................................................................................................... 2 Fiduciary Capacity.................................................................................................. 2 Scope of Authority.................................................................................................. 2 Powers and Duties ................................................................................................... 3 Limitation of Trustee's Authority........................................................................... 5 Liability of Trustee ................................................................................................. 6 Reliance by Trustee ................................................................................................. 7 Liquidating Trust Funding...................................................................................... 7 AuthoriLation to Expend Liquidating Trust Assets . ............................................... 7 Compensation of the Trustee .................................................................................. 7 Exculpation; Indemnification; Bond ....................................................................... 8 Confidentiality........................................................................................................ 9 Final Decree............................................................................................................ 9 Termination ............................................................................................................. 9

ARTICLE II THE LIQUIDATING TRUST .................................................................................. 9

A. B. C. D. E. F.

Transfer of Assets to Liquidating Trust. ................................................................. 9 Title to Assets ......................................................................................................... 9 Grantor Trust. .......................................................................................................... 9 Funding of Liquidating Trust. ................................................................................. 9 Valuation of Assets ............................................................................................... 10 Termination of Liquidating Trust. ........................................................................ 10

ARTICLE III BENEFICIARIES .................................................................................................. 10 A. B. C. D. Identification of Beneficiaries ............................................................................... Withholding .......................................................................................................... Tax Identification Numbers .................................................................................. Classes of Beneficial Interests in the Liquidating Trust. ...................................... 10 10 11 11

ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS .......................................................................................... 12

A. B. C. D. E.

F. G. H.

Purpose of the Liquidating Trust. ......................................................................... Resolution of Liquidating Trust Assets by the Trustee ........................................ Books and Records ............................................................................................... Disputed Claim Reserve ....................................................................................... Application of Liquidating Trust Assets (Distributions and Reserves) ............................................................................................................... Undeliverable Distributions .................................................................................. No Interest on Claims ........................................................................................... Rounding ...............................................................................................................

12 12 12 13 13 15 15 15

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I. J. K. L.

Setoffs ................................................................................................................... De Minimis Distributions ..................................................................................... Taxes ..................................................................................................................... Compliance with Laws .........................................................................................

15 16 16 16

ARTICLE V SUCCESSOR TRUSTEES ..................................................................................... 16 A. B. C. Removal. ............................................................................................................... 16 Resignation ........................................................................................................... 16 Acceptance of Appointment by Successor Trustee .............................................. 16

ARTICLE VI REPORTING ......................................................................................................... 17

A. B. C.

Tax and Other Reports Generally......................................................................... 17 Federal Income Tax .............................................................................................. 17 Other Reporting Requirements ............................................................................. 18

ARTICLE VII TRANSFER OF BENEFICIARY'S INTERESTS .............................................. 18 ARTICLE VIII MISCELLANEOUS PROVISIONS ................................................................... 18 A. B. C. D. E. F. G. H. I. Amendment; Waiver............................................................................................. Intention of Parties to Establish Grantor Trust. .................................................... Preservation of Privilege....................................................................................... Cooperation ........................................................................................................... Laws as to Construction ........................................................................................ Severability........................................................................................................... Notices .................................................................................................................. Headings ............................................................................................................... Counterparts .......................................................................................................... 18 18 18 19 19 19 19 19 19

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LIQUIDATING TRUST AGREEMENT THIS LIQUIDATING TRUST AGREEMENT (this "Agreement") is made this _ _ day of June, 2012, by and among FastShip, Inc. ("FastShip"), FastShip Atlantic, Inc. ("FSA"), and Thomycroft, Giles & Co., Inc. ("TGC", together with FastShip and FSA, the "Debtors") and The Bronstein Corporation (the "Trustee"). RECITALS: A. On March 20, 2012, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
B. By order, dated June_, 2012, the Bankruptcy Court confirmed the Joint Liquidating Amended Plan of FastShip, Inc., and its Subsidiaries pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan"). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan.

C. The Liquidating Trust of FastShip, Inc., et al. (the "Liquidating Trust") is created on behalf of, and for the benefit of, the holders of (i) Allowed Excess Fee Claims; (ii) Allowed Administrative Claims; (iii) Allowed Priority Tax Claims; and (iv) Allowed Claims and Interests in Classes 1-3, 5 and 6 (collectively, the "Beneficiaries"). D. The Liquidating Trust is created pursuant to, and to effectuate, the Plan for the primary purpose of liquidating the assets transferred to it (the "Liquidating Trust Assets") for the benefit of the Beneficiaries as a liquidating trust, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. E. The Liquidating Trust provides that the Beneficiaries of the Liquidating Trust will be treated as the grantors of the Liquidating Trust and deemed owners of the Liquidating Trust Assets. The Liquidating Trust requires the Trustee to file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). F. The Liquidating Trust is intended to qualify as a "grantor trust" for federal income tax purposes with the Beneficiaries treated as the grantors and owners of the trust. G. This Liquidating Trust provides for consistent valuations of the transferred property by the Trustee and the Beneficiaries, and those valuations must be used for all federal income tax purposes. H. All of the Liquidating Trust's income and/or recoveries are to be treated as subject to tax on a current basis to the Beneficiaries who will be responsible for payment of any tax due.

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I. Subject to Article II(F)(i) hereof, this Liquidating Trust contains a fixed determinable termination date that is not more than five years from the date of creation of the Liquidating Trust and that is reasonable based on all the facts and circumstances.

J. The investment powers of the Trustee other than those reasonably necessary to maintain the value of the Liquidating Trust Assets and to further the liquidating purpose of the Liquidating Trust, are limited to powers to invest in demand and time deposits, such as shortterm certificates of deposit, in banks or other savings institutions, or other temporary, liquid investments, such as Treasury bills. K. As set forth in Article III(E) hereof, the Liquidating Trust is required to distribute at least annually to the Beneficiaries all net proceeds from the Liquidating Trust Assets and the IP Litigation Proceeds, except as provided herein that the Liquidating Trust may retain an amount reasonably necessary to maintain the value of the Liquidating Trust Assets or to meet claims and contingent liabilities (including Disputed Claims). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Plan, Debtors and the Trustee agree as follows:

ARTICLE I THE TRUSTEE A. Appointment. Debtors hereby appoints The Brownstein Corporation to serve as the initial Trustee, and The Brownstein Corporation hereby accepts such appointment and agrees to serve in such capacity, effective upon the Effective Date of the Plan. The Trustee will serve until (a) termination of the Liquidating Trust in accordance with this Agreement; or (b) the Trustee's removal or resignation. A successor Trustee may be appointed by majority vote of the Appointment Group (defined herein) in the event that the Trustee is removed, resigns pursuant to Article V of this Agreement, or the Trustee otherwise vacates the position. B. Fiduciary Capacity. The Trustee's powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Liquidating Trust and not otherwise, except that the Trustee may deal with the Liquidating Trust Assets tor its own account as permitted by the provisions of this Agreement. The Trustee shall have the authority to bind the Liquidating Trust but shall for all purposes hereunder be acting in the capacity as Trustee and not individually. C. Scope of Authority. The Trustee will have only the rights, powers and privileges to act on behalf of the Liquidating Trust expressly provided in the Plan and this Agreement, or as ordered by the Bankruptcy Court, and as provided by law in the event that the Plan or this Agreement does not reference any such right, power or privilege.

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D.

Powers and Duties.

i. General Powers. The powers of the Trustee shall, without any further Bankruptcy Court approval (except as specifically required herein) and subject in all respects to the other terms and conditions of this Agreement, include: (a) the power to invest funds in, and withdraw, make distributions and pay taxes and other obligations owed by the Liquidating Trust from funds held by the Trustee in accordance with the Plan and this Agreement; (b) the power to engage employees, independent contractors and professional persons to assist the Trustee with respect to its responsibilities; (c) the power to litigate, compromise and settle Claims, Causes of Action and A voidance Actions; (d) all rights, powers and benefits afforded to a "trustee" under sections 704 and 1106 of the Bankruptcy Code; (e) the power to exercise all rights with respect to the Liquidating Trust's interests in FastShip, LLC and as Manager ofFastShip, LLC; and (f) such other powers as may be vested in or assumed by the Liquidating Trust or the Trustee pursuant to the Plan, Bankruptcy Court order or as may be necessary and proper to carry out the provisions of the Plan. Discretion of Trustee. The Trustee shall have absolute discretion to pursue or not to pursue any and all Causes of Action or A voidance Actions, or any other rights on behalf of Debtors and this Trust, and shall have no liability for the outcome of any such decision, except as such decision may constitute an act of gross negligence or willful misconduct. The Trustee may incur any reasonable and necessary expenses in liquidating and converting the Liquidating Trust Assets to cash.
11. 111. Duties of the Trustee. In connection with the administration of the Liquidating Trust, except as otherwise set forth in this Agreement or the Plan, the Trustee is authorized to perform any and all acts necessary and reasonable to accomplish the purposes of the Liquidating Trust. Without limiting, but subject to the foregoing, and subject in all respects to the other terms and conditions of this Agreement, the Trustee shall be authorized, but shall not be required, to carry out the following duties:

(a) to investigate, tile, prosecute, appeal and settle any Cause of Action or Avoidance Action, or to refrain from pursuing any such Cause of Action or Avoidance Action, based upon the Trustee's assessment of the net benefit expected to be received by the Liquidating Trust in connection therewith (taking into account the costs and expenses projected to be incurred in connection therewith, the likelihood of success on the merits, and the range of potential recoveries to be received by the Liquidating Trust);

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(b) to accept, preserve, receive, collect, manage, invest, supervise and protect the Liquidating Trust Assets, each in accordance with the Plan and this Agreement; (c) to liquidate, transfer, sell, lease or otherwise abandon or dispose of the Liquidating Trust Assets or any part thereof or any interest therein upon such terms as the Trustee determines to be necessary, appropriate or desirable, pursuant to the Plan and this Agreement; (d) to take all actions necessary or appropriate as Manager of FastShip, LLC to carry out the purposes ofFastShip, LLC; (e) Claims; to review, analyze and, as appropriate, prosecute objections to

(f) to compromise, settle and resolve any Disputed Claims upon such terms and conditions as the Trustee deems appropriate and in the best interests of the Liquidating Trust; (g) to open and maintain all accounts, including the Distribution Account and IP Litigation Proceeds Account, make distributions to Beneficiaries of the Liquidating Trust from the assets of the Liquidating Trust and take other actions consistent with the Plan in the name ofthe Liquidating Trust; (h) to invest any Cash of the Liquidating Trust in accordance with the terms and limitations hereof; (i) to prepare and maintain an adequate sets of financial books, records and/or databases of the Liquidating Trust; (j) to retain or engage, without the necessity of obtaining any approval from the Bankruptcy Court, such employees, professional persons and agents as are appropriate, necessary or desirable to complete: (a) disbursements to Beneficiaries and (b) the general administration of the Liquidating Trust as required by law; (k) to make ordinary and reasonable disbursements from the assets of the Liquidating Trust and or the funds made available to the Liquidating Trust from IP Co., LLC pursuant to the Liquidating Trust Budget to pay the ordinary and necessary expenses of administering the Liquidating Trust, without the necessity of providing any notice or seeking or obtaining any approval of the Bankruptcy Court with respect to such disbursements; (1) to calculate and make Interim and Final Distributions of the assets of the Liquidating Trust to the Benefl.ciaries in accordance with the terms of this Agreement and applicable law;

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(m) to execute, deliver, file, and/or record such contracts, instruments, releases, indentures, and other agreements or documents, and to take such actions, as may be necessary, desirable or appropriate to administer the Liquidating Trust; (n) to prepare and file tax and informational returns on behalf of the Liquidating Trust as required by applicable federal, state and local law, and in accordance with the terms ofthis Agreement; to comply with the Plan and exercise its rights and fulfill its (o) obligations thereunder; to appear and participate in any proceeding before the Bankruptcy (p) Court with respect to any matter regarding or relating to this Agreement, the Liquidating Trust or the Liquidating Trust Assets; to defend and participate, as a party or otherwise, in any judicial, (q) administrative, arbitrative or other proceeding relating to this Agreement, the Liquidating Trust, or the Liquidating Trust Assets; (r) to file with the Bankruptcy Court and/or the Office of the United States Trustee the reports and other documents required by the Plan or otherwise required to close the Chapter 11 Cases; (s) to terminate the Liquidating Trust and seek entry of a Final Decree closing the Chapter 11 Cases in accordance with the terms of the Plan; and (t) to take all other actions not inconsistent with the provisions of the Plan or the applicable Liquidating Trust Agreements which the Trustees deem reasonably necessary or desirable in connection with the administration of the Liquidating Trust. iv. Authority to Act. Except as otherwise set forth in this Agreement or in the Plan, and subject to the retained jurisdiction of the Bankruptcy Court as provided for in the Plan, but without prior or further authorization, the Trustee may control and exercise authority over the Liquidating Trust Assets and over the protection, conservation and disposition thereof No person dealing with the Liquidating Trust shall be obligated to inquire into the authority of the Trustee in connection with the protection, conservation or disposition of the Liquidating Trust Assets. It is intended that a signed copy of this Agreement serve as adequate proof of the Trustee's authority to act if such proof is required for any reason by any third party.
E. Limitation of Trustee's Authority.

i. No Trade or Business. The Trustee shall not, and shall not be authorized to, engage in any trade or business with respect to the Liquidating Trust Assets or any proceeds therefrom except to the extent reasonably necessary to comply with the liquidating purpose of the Liquidating Trust and shall take such actions consistent with the prompt orderly liquidation of the Liquidating Trust Assets as are required by 5
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applicable law and consistent with the treatment of the Liquidating Trust as a liquidating trust under Treasury Regulation 301.7701-4(d), and such actions permitted herein. ii. Released Claims. The Trustee shall not have any authority to pursue any Claims and Causes of Action waived, exculpated or released in accordance with the provisions of the Plan.
111. Investment and Safekeeping of the Liquidating Trust Assets. All moneys and other assets received by the Liquidating Trust shall, until distributed or paid over as herein provided, be held in trust for the benefit of the Beneficiaries, but need not be segregated from other Liquidating Trust Assets, unless, and to the extent required, by law or by the Plan. The Trustee shall be under no liability for interest or producing income on any moneys received by the Liquidating Tmst hereunder and held for distribution or payment to the Beneficiaries, except as such interest shall actually be received by the Trustee. Investments of any moneys held by the Liquidating Trust shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the Trustee to invest the Liquidating Trust Assets, the proceeds thereof, or any income earned by the Liquidating Trust, shall be limited to the right and power to invest such assets (pending periodic distributions in accordance with Article IV(E)(ii) hereof) in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills; and, provided, further, that the scope of any such permissible investments shall be limited to include only those investments that a liquidating trust, within the meaning of Treasury Regulation 301.7701-4(d), may be permitted to hold, pursuant to the Treasury Regulations, or any modification in the Internal Revenue Service (the "IRS") guidelines, whether set forth in IRS rulings, other IRS pronouncements or otherwise.

iv. Limiting Transfers. The Trustee shall not take, or cause the Liquidating Trust to take, any action that would cause the interests in the Liquidating Trust to be considered readily tradable on a secondary market (or a substantial equivalent thereof) within the meaning of Section 7704(b )(2) of the Internal Revenue Code of 1986, as amended (the "IRS Code"), and Treasury Regulations 1. 7704-1 (c), and the Trustee shall not permit any transfer of an interest in the Liquidating Trust if it would cause the Liquidating Trust (were it be classified as a partnership rather than a grantor trust) to be treated as a "publicly traded partnership" as defined in IRS Code 7704.

F. Liability of Trustee. In no event shall the Trustee, the Trustee's employees, independent contractors, or any of the Trustee's professionals or representatives be held personally liable for any claim asserted against the Liquidating Trust, the Trustee, the Trustee's employees, independent contractors, or any of the Trustee's professionals or representatives, except to the extent occasioned by or based upon willful misconduct or gross negligence. Specifically, the Trustee, the Trustee's employees, independent contractors and any of the Trustee's professionals or representatives shall not be liable for any negligence or any error of judgment in either case made in good faith, or with respect to any action taken or omitted to be taken in good faith, except to the extent that the action taken or omitted to be taken by the Trustee, the Trustee's employees, and independent contractors or any of the Trustee's
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professionals or representatives are determined by a Final Order to be due to their own respective gross negligence or willful misconduct.

G.

Reliance by Trustee. Except as otherwise provided herein:

i. the Trustee may rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; ii. the Trustee may consult with legal counsel, financial or accounting advisors and other professionals, and the Trustee shall not be liable for any action taken or omitted to be taken by him in accordance with the advice thereof; and
111. persons dealing with the Trustee shall look only to the Liquidating Trust Assets to satisfy any liability incurred by the Trustee to such person in carrying out the terms of this Agreement, and the Trustee shall have no personal obligation to satisfy any such liability, except to the extent such liability or obligation arises as a result of the gross negligence or willful misconduct of the Trustee in which case the Liquidating Trust Assets shall not be subject to such claims or liabilities.

H. Liquidating Trust Funding. Pursuant to the terms of the Funding Agreement by and among the Trust, IP Co., LLC and FastShip, LLC (the "Funding Agreement"), IP Co., LLC will make funds available to the Trust in accordance with the Liquidating Trust Budget attached hereto as Exhibit A. The Trustee shall seek draws from IP Co., LLC pursuant to the terms of the Funding Agreement and shall use such funds, in accordance with the Liquidating Trust Budget and this Agreement. The Trustee shall in no way be limited in incurring expenses by the Liquidating Trust Budget; however, the Trustee shall not use funds from IP Co., LLC to pay any amounts excluded from or in excess to those amounts set forth in the Liquidating Trust Budget. Any such additional or excess amounts shall be paid in accordance with Article I (I) herein. Authorization to Expend Liquidating Trust Assets. The Trustee may expend the assets of the Liquidating Trust (i) to pay expenses of administration of the Liquidating Trust (including, but not limited to, the fees and expenses of the Trustee and the Liquidating Trustee Professionals, any taxes imposed on the Liquidating Trust or in respect of the assets of the Liquidating Trust, and fees and expenses in connection with litigation), and (ii) to satisfy other liabilities incurred or assumed by the Liquidating Trust (or to which the assets are otherwise subject) in accordance with this Agreement or the Plan.
I.

J.

Compensation of the Trustee

i. Expense Reimbursements. In accordance with Article I, Sections I and J herein, the Liquidating Trust shall reimburse, from the Liquidating Trust Assets or the funding from IP Co., LLC, the Trustee for the actual reasonable out-of-pocket expenses incurred by the Trustee, including, without limitation, necessary travel, lodging, postage, telephone and facsimile charges upon receipt of periodic billings. No expense of the Trustee or of any other employee, independent contractor or professional otherwise

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engaged by the Liquidating Trust shall be considered an administrative expense under Bankruptcy Code 503. ii. Good Faith Reimbursements. The Liquidating Trust Assets and the funds from IP Co., LLC shall be subject to the claims of the Trustee, and the Trustee shall be entitled to reimburse himself out of any available cash in the Liquidating Trust or from IP Co., LLC in accordance with the Liquidating Trust Budget, for his actual out-of-pocket expenses and against and from any and all loss, liability, expense, or damage which the Trustee may sustain in good faith and without willful misconduct, gross negligence, or fraud in the exercise and performance of any of the powers and duties of the Trustee. Payment of Expenses. All compensation and other amounts payable to the Trustee shall first he paid from the funds from IP Co,, LLC (if provided by the Liquidating Trust Budget), and otherwise be paid from the assets of the Liquidating Trust. If the cash in the Liquidating Trust or from IP Co., LLC shall be insufficient to compensate and reimburse the Trustee, as the case may be, for any amounts to which he is entitled hereunder, then the Trustee is hereby authorized to reduce to cash in a commercially reasonable manner that portion of the Liquidating Trust Assets necessary so as to efTect such compensation and reimbursement.
111.

K.

Exculpation; Indemnification; Bond.

i. Exculpation. From and after the Effective Date, the Trustee, the Trustee's employees, independent contractors and his professionals and representatives (or their designees) shall be and hereby are exculpated by all persons, including, without limitation, holders of Claims and Equity and other parties in interest, from any and all claims, causes of action and other assertions of liability arising out of the discharge of the powers and duties conferred upon the Trustee by this Agreement, the Plan or any order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan or this Agreement, or applicable law or otherwise, except only for actions or omissions to act only to the extent determined by a Final Order to be due to the Trustee's own gross negligence or willful misconduct after the Effective Date. No holder of a Claim or Equity Interest or other party in interest will have or be permitted to pursue any claim or cause of action against the Trustee, the Liquidating Trust or the employees, independent contractors, professionals or representatives of the Trustee for making payments in accordance with the Plan and this Agreement or for implementing the provisions of the Plan and this Agreement except in cases of gross negligence or willful misconduct. ii. Indemnification. The Liquidating Trust shall indemnify, defend and hold harmless the Trustee, the Trustee's employees, independent contractors and any of the Trustee's professionals or representatives from and against any and all claims, causes of action, liabilities, obligations, losses, damages or expenses (including attorneys' fees) (other than only to the extent determined by a Final Order to be due to the Trustee's own gross negligence or willful misconduct after the Effective Date) to the fullest extent permitted by applicable law. Any action taken or omitted to be taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct.
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Bond. The Trustee shall not be required to post a bond, unless otherwise ordered by the Bankruptcy Court.
111.

L. Confidentiality. The Trustee shall hold, and shall cause his agents and representatives to hold, during the period that he serves as Trustee under this Agreement, strictly confidential (except as required by law or order of a court) and not use for personal gain any material, non-public information of or pertaining to any entity or matter to which any of the Liquidating Trust Assets relates or of which he has become aware in his capacity as Trustee.

M. Final Decree. It shall be the duty of the Trustee to seek and obtain a final decree or decrees from the Bankruptcy Court. N. Termination. The duties, responsibilities and powers of the Trustee will terminate on the date the Liquidating Trust is dissolved under applicable law in accordance with the Plan and this Agreement, or by an Order of the Bankruptcy Court. ARTICLE II THE LIQUIDATING TRUST A. Transfer of Assets to Liquidating Trust. Pursuant to the Plan, Debtors and the Trustee hereby establish, on behalf of the Beneficiaries, and Debtors hereby transfer, assign, and deliver to the Liquidating Trust, on behalf of the Beneficiaries: (i) any and all Avoidance Actions and any products and proceeds thereof, (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip, LLC owned by the Debtors, and (iv) all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors' Estates at the discretion of the Debtors in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Liquidating Trust Assets do not include the IP Litigation. The Trustee agrees to accept and hold the Liquidating Trust Assets for the Beneficiaries, subject to the terms of the Plan and this Agreement. B. Title to Assets. The transfer of the Transferred Assets to the Liquidating Trust (after taking into account any payment by Debtors on the Effective Date to and/or funding of the Allowed Administrative Claims and Allowed Tax Claims) shall be made for the benefit of the Beneficiaries in accordance with the Plan and this Agreement. The payment of Distributions and the utilization of all Liquidating Trust Assets shall be made in accordance with the Plan and this Agreement. C. Grantor Trust. For all federal income tax purposes, all parties (including, without limitation, Debtors, the Trustee, and the Beneficiaries) shall treat the transfer of Debtors' assets to the Liquidating Trust, as set forth in this Article II(G)(i), as a transfer of such assets to the Beneficiaries followed by a transfer of such assets by the Beneficiaries to the Liquidating Trust. Thus, the Beneficiaries shall be treated as the grantors and owners of the Liquidating Trust for federal income tax purposes. D. Funding of Liquidating Trust. Debtors shall, on the Effective Date, transfer to the Liquidating Trust on behalf of the Beneficiaries Debtors' assets to form the Liquidating Trust
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Assets. Following such transfer, Debtors shall have no further obligation to provide any funding with respect to the Liquidating Trust.
E. Valuation of Assets. As set forth in the Disclosure Statement, the Debtors value the Liquidating Trust assets as having nominal value. In essence such assets in the view of the Debtors are worth less than $50,000 in total. This valuation shall be used consistently by all parties (including Debtors, the Trustee and the Beneficiaries) for all federal income tax purposes. F. Termination of Liquidating Trust.

i. Five Year Duration. The Liquidating Trust will terminate no later than the fifth (5th) anniversary of the Effective Date; provided, however, on or prior to the date that is six (6) months prior to such termination, the Bankruptcy Court, upon motion by a party in interest, may extend the term of the Liquidating Trust for a finite period if it is necessary to the liquidating purpose thereof. Multiple extensions may be obtained so long as Bankruptcy Court approval is obtained at least six (6) months prior to the expiration of each extended term; provided, however, that the Trustee receives an opinion of counsel or a favorable ruling from the IRS that any further extension would not adversely affect the status of the trust as a grantor trust for federal income tax purposes. ii. Expeditious Liquidation. The Trustee shall not unduly prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Liquidating Trust Assets and to effect the distribution of the Liquidating Trust Assets to the Beneficiaries in accordance with the terms hereof and terminate the Liquidating Trust as soon as practicable.
ARTICLE III BENEFICIARIES A. Identification of Beneficiaries. In order to determine the actual names, addresses and tax identification numbers of the Beneficiaries, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers set forth in the most recent proof of Claim, Administrative Claim, pleading, notice of appearance, or written change of address notice Filed and served on Debtors. If a Beneficiary has not Filed any of the foregoing documents or written notice indicating such information, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers reflected in the applicable Schedules of Debtors or, if more recent, contained in Debtors' records. Each Beneficiary's right to distribution from the Liquidating Trust, which is dependent upon such Beneficiary's classification under the Plan, shall be that accorded to such Beneficiary under the Plan. Each distribution by the Trustee to the Beneficiaries shall be made in accordance with the terms set forth herein. B. Withholding. The Trustee may withhold from the amounts distributable to the Beneficiaries from the Liquidating Trust Assets at any time such sum or sums as may be required to be withheld under the income tax laws of the United States or of any state or political subdivision thereof.

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C. Tax Identification Numbers. The Trustee shall request (in writing) from each Beneficiary a properly completed IRS Form W-9 or substitute Form W-9 providing the Employer or Taxpayer Identification Number for each Beneficiary as assigned by the IRS. Any Beneficiary that does not provide a completed Form W-9 within forty-five (45) days of the date of such written request (which such response deadline shall be included in the written request by the Trustee) sent by the Trustee shall have its Claim disallowed. D. Classes of Beneficial Interests in the Liquidating Trust. The Liquidating Trust is created for the benefit of the holders of (i) Allowed Administrative Claims; (ii) Allowed Priority Tax Claims; and (iii) Allowed Claims and Interests in Classes 1-3, 5 and 6 of the Plan.
1. Class A Interests. Holders of Allowed Administrative Claims and Allowed Priority Tax Claims shall receive Class A beneficial interests in the Liquidating Trust (individually, a "Class A Interest" and collectively, the "Class A Interests") upon such prior time as each such Administrative Claims or Tax Claim is allowed or the Effective Date. The Trustee shall pay each Holder of a Class A Interest Cash equal to the amount of such holder's Allowed Administrative Claim or Allowed Tax Claim as soon as reasonably practicable after the date of allowance. 11. Class E Interests. Holders of Allowed Excess Fee Claims shall receive Class E beneficial interests in the Liquidating Trust (individually, a "Class E Interest" and collectively, the "Class E Interests") upon such prior time as each such Excess Fee Claim is allowed or the Effective Date. The Trustee shall pay each Holder of an Allowed Excess Fee Claim Cash from the Distribution Account equal to the amount of such Holder's Allowed Excess Fee Claim on a Pro Rata basis with all other Excess Fee Claims in such Class until such Allowed Excess Fee Claim is paid in full. 111. Class 1 Interests. The Holders of Allowed Claims in Class 1 of the Plan shall receive Class 1 beneficial interests in the Liquidating Trust (individually, a "Class 1 Interest" and collectively, the "Class 1 Interests"). The Trustee shall pay each holder of a Class 1 Interest Cash from the Distribution Account equal to the amount of such Holder's Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full.

Class 2 Interests. The Holders of Allowed Claims in Class 2 of the Plan shall receive Class 2 beneficial interests in the Liquidating Trust (individually, a "Class 2 Interest" and collectively, the "Class 2 Interests"). The Trustee shall pay each holder of a Class 2 Interest Cash from the Distribution Account equal to the amount of such Holder's Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full.
IV.

v. Class 3 Interests. The Holders of Allowed Claims in Class 3 of the Plan shall receive Class 3 beneficial interests in the Liquidating Trust (individually, a "Class 3 Interest" and collectively, the "Class 3 Interests"). The Trustee shall pay each Holder of a Class 3 Interest Cash from the Distribution Account equal to the amount of such holder's Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. 11
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vi. Class 5 Interests. The Holders of Allowed Equity Interests in Class 5 of the Plan shall receive Class 5 beneficial interests in the Liquidating Trust (individually, a "Class 5 Interest" and collectively, the "Class 5 Interests"). The Trustee shall pay each Holder of a Class 5 Interest Cash from the Distribution Account equal to the amount of liquidation preference of such holder's Allowed Equity Interest until such Allowed Claim is paid in full. vii. Class 6 Interests. The Holders of Allowed Equity Interests in Class 6 of the Plan shall receive Class 6 beneficial interests in the Liquidating Trust (individually, a "Class 6 Interest" and collectively, the "Class 6 Interests"). The Trustee shall pay each Holder of a Class 6 Interest Cash from the Distribution Account equal to the amount of such holder's Allowed Equity Interest on a Pro Rata basis with all other Allowed Equity Interests.
ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS A. Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the primary purpose of liquidating its assets, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trust shall, in an expeditious but orderly manner, liquidate and convert to cash the Liquidating Trust Assets, make timely distributions and not unduly prolong the duration of the Liquidating Trust. The liquidation of the Liquidating Trust Assets may be accomplished through the prosecution, compromise and settlement, abandonment or dismissal of any or all claims, rights, Causes of Action, Avoidance Actions, or otherwise. B. Resolution of Liquidating Trust Assets by the Trustee. The Trustee shall be empowered to and, in his discretion (subject to the provisions hereof), may take all appropriate action with respect to the prosecution, settlement or other resolution of Claims, Causes of Action, and Avoidance Actions constituting the Liquidating Trust Assets. The Trustee shall deal with all collections and settlements within the normal course ofhis duties. C. Books and Records.

1. Liquidating Trust's Books and Records. On behalf of the Liquidating Trust, the Trustee shall maintain, in respect of the Liquidating Trust and the Beneficiaries, books and records relating to the assets and income of the Liquidating Trust and the payment of expenses of, and liabilities of, claims against or assumed by, the Liquidating Trust in such detail and for such period of time as may be necessary to enable him to make full and proper accounting in respect thereof and to comply with applicable provisions of law. Nothing in this Agreement requires the Liquidating Trust or the Trustee to file any accounting or seek approval of any court with respect to the administration of the Liquidating Trust, or as a condition for making any payment or distribution out of the Liquidating Trust Assets. Beneficiaries shall have the right upon thirty (30) days' prior written notice delivered to the Trustee to inspect such books and

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records, provided that, if so requested, such Beneficiary shall have entered into a confidentiality agreement satisfactory in form and substance to the Trustee. u. Debtors' Books and Records. On the Effective Date, the Debtors' books and records in any form, including all electronic records (the "Books and Records"), shall be transferred to the Liquidating Trust, which shall be shared, as necessary, with FastS hip, LLC regarding the prosecution of the IP Litigation. To the extent the Debtors retained Books and Records and such were transferred to the Liquidating Trust, the Liquidating Trustee shall be free, in his or her discretion to abandon, destroy, or otherwise dispose of the Books and Records in compliance with applicable nonbankruptcy law; provided, however, that in the Liquidating Trustee's discretion, these Books and Records may be destroyed or disposed of beginning two years after the
Effective Date not\1/ithstanding any applicable la\vs, rules, or regulations that would have

required the Debtors to retain such Books and Records.

D. Disputed Claim Reserve. The Trustee may maintain, in accordance with the Trustee's powers and responsibilities under the Plan and this Agreement, a reserve for any distributable amounts to be set aside on account of Disputed Claims; provided, however, that the Trustee may not retain Cash or Cash equivalents in excess of a reasonable amount to meet any claims or contingent liabilities (including the Disputed Claims) or to maintain the value of the Liquidating Trust Assets during liquidation. Such amounts (net of any expenses, including any taxes, of the escrow relating thereto) shall be distributed, as provided herein and in the Plan, as such Disputed Claims against Debtors are resolved. E. Application of Liquidating Trust Assets (Distributions and Reserves). In accordance with this Article IV(E), the Liquidating Trustee is required to distribute to the Beneficiaries on account of their interests in the Liquidating Trust the proceeds of the IP Litigation as well as the proceeds of the sale of any other Transferred Assets from the Distribution Account on a quarterly basis (each such date of quarterly distribution, a "Distribution Date") from the Effective Date. Each such distribution, not including the distribution on the Final Distribution Date (the Distribution Date after the last of the Trust Assets is sold or collected upon and a Final Order has been entered with respect to the IP Litigation), shall include a distribution of all Cash (including treating any permissible investment as Cash for purposes of this provision), except such amounts (i) as have been reserved on account of Disputed Claims, or are otherwise part of the claims reserve established by the Trustee, (ii) as are reasonably necessary to maintain the value of the Liquidating Trust Assets during liquidation, (iii) as are necessary to pay reasonably incurred or anticipated expenses (including, but not limited to, any taxes imposed on or payable by the Debtors or the Liquidating Trust or in respect of the Liquidating Trust Assets), or (iv) as are necessary to satisfy other liabilities incurred or anticipated by the Liquidating Trust in accordance with the Plan or this Agreement and the Liquidation Trust Budget; provided, however, that the Liquidating Trustee shall not be required to make a distribution pursuant to this Article IV(E) if the aggregate, net amount of unrestricted Cash available for distribution (taking into account the above listed exclusions) is such as would make the distribution impracticable as reasonably determined by the Trustee, in accordance with applicable law. Following the Final Distribution, if, as a result of undeposited checks or undeliverable mail, there remains in the Distribution Account 180 days after the Final Distribution, Cash less than $10,000, those funds may, in the Trustee's sole discretion, be
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donated to any 501(c)(3) tax entity the Trustee chooses. If such proceeds are greater than $10,000, then the Trustee shall make a supplemental Final Distribution of all remaining funds, in accordance with the delineation of distributions set forth in Article IV(E)(ii) herein. i. Payment of Certain Costs and Expenses. The Trustee shall hold and maintain any distributions its receives from FastShip, LLC with regard to its ownership interest in FastShip, LLC in the IP Litigation Proceeds Account, which shall first be used to pay expenses in accordance with Article IV, Section K of the Plan. The funds remaining after the payment of such expenses, if any, shall be transferred to the Distribution Account for distribution in accordance with Article IV(E)(ii) below. Distributions from the Distribution Account. The Trustee shall hold and maintain all proceeds of the Transferred Assets in the Distribution Account. The funds held in the Distribution Account shall be transferred as follows:
11.

(a) FIRST to the Beneficiaries holding Class E interests in the Trust pari passu until such Excess Fee Claims are paid in full; (b) SECOND to the Beneficiaries holding Class 1 interests in the Trust pari passu until such Claims are paid in full; (c) THIRD to the Beneficiaries holding Class A interests in the Trust pari passu until such Claims are paid in full; FOURTH to the Beneficiaries holding Class 2 interests in the Trust (d) pari passu until such Claims are paid in full; (e) FIFTH to the Beneficiaries holding Class 3 interests in the Trust pari passu until such Claims are paid in full; (f) SIXTH to the Beneficiaries holding Class 5 interests in the Trust pari passu until such Equity Interests receives its liquidation preference in full; (g) SEVENTH to the Beneficiaries holding Class 6 interests in the Trust pari passu in accordance with their Equity Interests.
111. Delay of Distribution. The Liquidating Trust shall distribute to the Beneficiaries all net Cash recoveries plus all net Cash proceeds from the liquidation of the Liquidating Trust Assets (including as cash for this purpose, all Cash equivalents) in accordance with this Article IV(E) at such time intervals as decided by the Liquidating Trust in accordance with the terms of the Plan and this Agreement. Notwithstanding any other provision of this Agreement or the Plan to the contrary, Distributions or payments may be deferred or delayed in the discretion of the of the Trustee for a reasonable time in the event that such deferral is necessary to permit investments to reach maturity, in the event that additional time is needed to make a proper Distribution or payment, or in the event that the receipt of additional funds is necessary to make meaningful payments.

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F.

Undeliverable Distributions

i. Holders of Undeliverable Distributions. If any distribution pursuant to this Plan to any Holder is returned to the Trustee as undeliverable, no further distributions shall be made to such Holder unless and until the Trustee is notified by such Holder, in writing, of such Holder's then-current address, and only if done within 180 days after the mailing of such distribution, or if the post-office provides a forwarding address within the same 180 day period. Upon such an occurrence, the appropriate distribution shall be made as soon as reasonably practicable after such distribution has become deliverable. All Entities ultimately receiving previously undeliverable Cash shall not be entitled to any interest or other accruals of any kind. Nothing contained in the Plan or this Agreement shall require the Debtors, the Trustee, or any of their respective agents, emplo)rees, attorneys or professionals to attempt to locate any' Beneficiar)'.

ii. Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim or Interest entitled to an undeliverable or unclaimed distribution that does not provide notice of such Holder's correct address to the Debtors and the Trustee within the later of 180 days after (i) the Effective Date or (ii) the date of the initial distribution made by the Debtors or the Trustee to such Holder, shall be deemed to have forfeited its Claim or Interest, as the case may be, for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such Claim or Interest, as the case may be, for an undeliverable or unclaimed distribution against any of the Debtors, their Estates or the Liquidating Trust. In such cases, the Forfeited Distributions shall be distributed in accordance with the terms of the Plan.
G. No Interest on Claims. Except as set forth in a Final Order of the Bankruptcy Court, no Beneficiary shall be entitled to interest accruing on or after the Petition Date on such Claim. Interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Petition Date to the date a final Distribution or payment is made thereon if and after any such Disputed Claim, or any part thereof, becomes an Allowed Claim. H. Rounding. Whenever any payment of a fraction of a dollar would otherwise be called for, the actual payment shall reflect a rounding of such fraction to the nearest dollar (up or down), with half dollars being rounded down.
I. Setoffs. Pursuant to Bankruptcy Code 553 and applicable non-bankruptcy law, the Trustee may setoff against any Allowed Claim or Interest and the Distributions to be made thereon pursuant to this Agreement and the Plan, the claims, rights and causes of action of any nature that Debtors or the Liquidating Trust may hold against such Beneficiary prior to any distribution on account of such Allowed Claim or Interest. Debtors' or the Trustee's election not to exercise such setoff rights, pursuant to this provision, shall not constitute a waiver of or in any way affect such claims, rights and causes of action which Debtors or the Trustee may possess against such Beneficiary. To the extent that the amount of Debtors' or the Trustee's claim, right or cause of action exceeds the amount of the Allowed Claim or Distribution against which it is setoff, Debtors or the Trustee, as applicable, shall reserve its right to recover the full amount of such excess from such Beneficiary.

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J. De Minimis Distributions. If the amount due any Beneficiary would result in a Distribution or payment in an amount less than twenty dollars ($20.00), such Beneficiary shall not receive such Distribution or payment, unless a specific request therefor is made in writing to the Trustee on or before one hundred and twenty ( 120) days after the Effective Date. K. Taxes. The Trustee will comply with all tax withholding and reporting requirements imposed by all governmental entities, and all Distributions or payments pursuant to this Agreement and the Plan will, to the extent applicable, be subject to such withholding and reporting requirements. Debtors and the Trustee shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. Notwithstanding any other provision of this Agreement or the Plan, each entity receiving a Distribution or payment pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such Distribution or payment. Pending the implementation of satisfactory arrangements, any Distribution or payment to be made pursuant to the Plan shall be treated as undeliverable. L. Compliance with Laws. Any and all distributions of Liquidating Trust Assets shall be in compliance with applicable laws, including, but not limited to, applicable federal and state securities laws. ARTICLE V SUCCESSOR TRUSTEES A. Removal. The Trustee may be removed by order of the Bankruptcy Court. Further, the Appointment Group shall be authorized to remove and replace the Trustee if circumstances, in their collective judgment, warrant such removal. B. Resignation. The Trustee may resign by giving not less than thirty (30) days' prior written notice thereof to the Bankruptcy Court. Such resignation shall become effective on the later to occur of (i) the date specified in such notice and (ii) the selection of a successor and the acceptance by such successor of such appointment. C. Acceptance of Appointment by Successor Trustee. Any successor Trustee shall be chosen by the majority vote of Kathryn R. Chambers, Roland K. Bullard, II, Dennis J. Colgan, Jr. and Christopher J. Rankin (collectively, the "Appointment Group"). Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Liquidating Trust records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Liquidating Trust with like efiect as if originally named herein; provided, however, that a removed or resigning Trustee shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Liquidating Trust all the estates, properties, rights, powers, and trusts of such predecessor Trustee.

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ARTICLE VI REPORTING A. Tax and Other Reports Generally. As soon as practicable after the end of each calendar year, and as soon as practicable upon termination of the Liquidating Trust, the Trustee shall submit to the Bankruptcy Court a written report including: (i) financial statements of the Liquidating Trust at the end of such calendar year or period and the receipts and disbursements of the Liquidating Trust for such period; (ii) a description of any action taken by the Trustee in the performance of his duties which materially and adversely affects the Liquidating Trust and of which notice has not previously been given to the Beneficiaries, and (iii) subject to Article VI(B) hereof, a separate statement for each Beneficiary setting forth the holder's share of items of income, gain, loss, deduction or credit and instructing all such holders to report such items on their federal income tax returns. The Trtlstee shall promptly submit additional reports to the Bankruptcy Court and whenever an adverse material event or change occurs which affects either the Liquidating Trust or the rights of the Beneficiaries hereunder. B. Federal Income Tax.

i. Grantor Trust Status. Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary (including the issuance of applicable Treasury Regulations, the receipt by the Trustee of a private letter ruling if the Trustee so requests one, or the receipt of an adverse determination by the IRS upon audit if not contested by the Trustee), the Trustee shall file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). ii. Allocations of Liquidating Trust Taxable Income. All of the Liquidating Trust's income is subject to tax on a current basis, regardless of whether the Trustee has established a reserve for Disputed Claims against Debtors. Subject to the provisions of Article VI(B)(i) hereof, allocations of Liquidating Trust taxable income among Beneficiaries shall be determined by reference to the manner in which an amount of cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein) if, immediately prior to such deemed distribution, the Liquidating Trust had distributed all of its other assets (valued for this purpose at their tax book value) to Beneficiaries (treating to the extent determined by the Trustee in his sole discretion, any holder of a Disputed Claim against Debtors, for this purpose, as a current Beneficiary entitled to distributions), taking into account all prior and concurrent distributions from the Liquidating Trust (including all distributions held in reserve pending the resolution of Disputed Claims against Debtors). Similarly, taxable losses of the Liquidating Trust will be allocated among Beneficiaries by reference to the manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Liquidating Trust Assets. The tax book value of the Liquidating Trust Assets for this purpose shall equal their fair market value on the Effective Date or, if later, the date such assets were acquired by the Liquidating Trust, adjusted in either case in accordance with tax accounting principles prescribed by the IRS Code), the regulations promulgated thereunder and other applicable administrative and judicial authorities and pronouncements.

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Taxable Income for Disputed Claims Reserve. Any net taxable income with respect to the Disputed Claim Reserve assets will be subject to tax at the Trust level as if it were a C corporation for federal income tax purposes. For the avoidance of doubt, the Liquidating Trust will not constitute a "business entity."
111.

C.

Other Reporting Requirements. The Trustee shall also file (or cause to be

filed) any other statements, returns or disclosures relating to the Liquidating Trust, that are required to be filed by any governmental unit or under applicable law, guidelines, rules and regulations.

ARTICLE VII TRANSFER OF BENEFICIARY'S INTERESTS

The interests of the Beneficiaries in the Liquidating Trust, which are reflected only on the records of the Liquidating Trust maintained by the Trustee, are not negotiable and shall be transferable, subject to the Trustee's ability to prevent such transfer pursuant to Section I.F.4 hereof, after written notice to the Trustee only: (1) pursuant to applicable laws of descent and distribution (in the case of a deceased individual Beneficiary); or (2) by operation of law. The Trustee shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Trustee, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Liquidating Trust. Until a transfer is in fact recorded on the books and records maintained by the Trustee for the purpose of identifying Beneficiaries, the Trustee, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though they have no notice of any such transfer, and in so doing the Trustee shall be fully protected and incur no liability to any purported transferee or any other Entity.

ARTICLE VIII MISCELLANEOUS PROVISIONS

This Agreement cannot be amended or waived in a material manner without approval of the Bankruptcy Court; provided, however, that no change shall be made to this Agreement that would adversely affect the federal income tax status of the Liquidating Trust as a "grantor trust".

A.

Amendment; Waiver.

B.

Intention of Parties to Establish Grantor Trust. This Agreement is intended to

create a "liquidating trust", as defined in Treasury Regulations 301.7701-4(d), to be taxed as a grantor trust for federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as a grant or trust.

C. Preservation of Privilege. In connection with the rights, claims, and causes of action that constitute the Liquidating Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidating Trust shall vest in the Liquidating Trust and its representatives, and Debtors and the Trustee are authorized to take all necessary actions to effectuate the transfer of such privileges.

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D. Cooperation. Debtors shall provide the Trustee with copies of such of its books and records as the Trustee shall reasonably require for the purpose of performing his duties and exercising his powers hereunder. E. Laws as to Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to rules governing the conflict of law. In the case of a conflict between the Plan and this Agreement, the Plan shall control. F. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be finally determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law unless the Agreement, as modified, will no longer effectuate the intent of the parties hereto in all material respects. G. Notices. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended at such address as set forth below or such other address as filed with the Bankruptcy Court:
1.

If to Debtors, the Liquidating Trust or the Trustee:

Raymond H. Lemisch, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801

ii. Notices if to a Beneficiary. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended to the name and address determined in accordance with Article III(A) hereof.
H. Headings. The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. I. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as of the date first above written. DEBTORS:

FASTSHIP, INC.

By: _ _ _ _ _ _ _ _ _ _ _ _ _ __ Its:

-------------------------------

FASTSHIP ATLANTIC, INC.

By: _ _ _ _ _ _ _ _ _ _ _ _ _ ___ Its:

--------------------------

THORNYCROFT, GILES & CO., INC.

By: __________________________ Its:

-------------------------

TRUSTEE:

THE BROWNSTEIN CORPORATION

By: ________________________ Its:

-----------------------

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EXHIBIT A Liquidating Trust Budget

Budget

$
30,000 10,500 20,000 12,000 5,000 12,000 210,000 5,000 4,000 308,500 (1) (2) (3) (4) (5) (6) (7) (8) (9)

The Brownstein Corporation (Trustee) Storage costs for FSI records Legal costs Trustee's expenses Distribution costs Administration Consultants- Giles Consultants- Bullard Consultants- Chambers total

NOTES: (1) Brownstein Corporation will be paid $525 per hour for actual time spent, with an aggregate limit of $50,000 for services as Financial Advisor during the bankruptcy and as Trustee during the existance of the Liquidating Trust. The budget for services as Financial Advisor during the bankruptcy is $20,000; accordingly, $30,000 has been budgeted for services as Trustee. Any fees incurred in excess of $50,000 will be paid from the Liquidating Trust's share of any award from the patent infringement litigation. (2) Estimate. Assumes $175 per month for 60 months. (3) Estimate. This amount is intended to cover any legal costs incurred by the Trustee on such matters as securing an IRS tax ruling, or contesting claims. (4) Estimate. Assumes $200 per month for 60 months.

(5) Estimate. (6) Estimate. Assumes $200 per month for 60 months. Includes maintenance of books and records, payment of franchise and other taxes if appropriate. (7) 24 months @ $8750, as per consulting agreement (8) Estimate. Assumes 40 hours at agreed rate of $125 per hour. (9) Estimate. Assumes 40 hours at agreed rate of $100 per hour.

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Doc 7092480 Ver 9.

EXHIBITB

FUNDING AGREEMENT

This FUNDING AGREEMENT (this "Agreement") is made this_ day of June, 2012, by and among FastShip, LLC ("FastShip"), a Delaware limited liability company, the Liquidating Trust of FastShip, Inc., et al. (the "Liquidating Trust" together with FastShip, the "Borrowers"), and IP Co., LLC ("Lender" together with Borrowers, the "Parties").
RECITALS:
A. On March 20, 2012, FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc. (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (defined herein) in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

By order, dated June_, 2012, the Bankruptcy Court confirmed the Plan (defined herein). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan.
B.

C. Pursuant to the terms of the Plan, FastShip was formed with the sole purpose of prosecuting the IP Litigation and the Liquidating Trust was formed for the purpose of liquidating and distributing the Debtors' assets. D. The Lender has agreed, subject to the terms and conditions set forth herein, to provide funding to FastS hip for the prosecution of the lP Litigation and to the Liquidating Trust for the costs and expenses of administering the Liquidating Trust. NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties agree as follows:
AGREEMENTS:

1.

DEFINITIONS.

1.1. Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases have the meanings set forth below. Capitalized terms not otherwise defined shall have the meanings given to them in the Plan. 1.1.1.

"Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C. 101, et seq., as amended from time to time. "Budgets" means the IP Litigation Budget and the Liquidating Trust Budget. "Business Day" means any day, excluding Saturdays, Sundays, or "legal holidays" (as defined in Bankruptcy Rule 9006(a)). "Cash" means legal tender of the United States of America or equivalents thereof. "Chapter 11 Cases" means the cases commenced under chapter 11 of the Bankruptcy Code by the Debtors on the Petition Date currently pending before the Bankruptcy Court.

1.1.2. 1.1.3.

1.1.4. 1.1.5.

1.1.6.

"Confirmation" means the entry of the Confirmation Order, subject to all conditions specified in Article IX of the Plan having been satisfied or waived pursuant to Article IX.C of the Plan. "Confirmation Date" means the date upon which the Confirmation Order is entered on the docket of the Bankruptcy Court. "Confirmation Order" means the order of the Bankruptcy Court confirming the Plan in accordance with the provisions of chapter 11 of the Bankruptcy Code. Consulting Agreements" shall mean the consulting agreements between the Liquidating Trust and each of Strategic Performance, Inc., Kathryn R. Chambers, and Thomycroft, Giles & Associates, Ltd.

1.1.7.

1.1.8.

1.1.9.

1.1.1 0. "Effective Date" means the date selected by the Debtors that is a Business Day after the Confirmation Date on which all conditions specified in Article IX.B of the Plan have been satisfied or waived pursuant to Article IX.C of the Plan and no stay of the Confirmation Order is in effect. 1.1.11. "Event of Default" means any of the events or conditions which are set forth in Section 4 herein. 1.1.12. "File" or "Filed'' means file or filed with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 1.1.13. "Final Order" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, with respect to the subject matter, that has not been reversed, stayed, modified, or amended, and is no longer subject to appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing, and as to which no appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has been timely requested or is then pending and the time to file any such appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has expired or as to which any right to appeal, petition for certiorari, reargue, or seek rehearing shall have been waived in writing in form and substance satisfactory to the Debtors. 1.1.14. "IP Litigation" means the litigation to be pursued by FastShip against the U.S. Government and perhaps others arising from the alleged infringement by the U.S. Government on the patents of Thomycroft, Giles & Go., Inc. which lP Litigation when transferred to FastShip will include a transfer as well of any defenses to any counterclaims which may be asserted by the government as well as any patents integral in the prosecution of the IP Litigation. 1.1.15. "IP Litigation Budget" means the budget attached hereto as Schedule 1. 1.1.16. "IP Litigation Counsef' means the legal counsel engaged by FastShip to prosecute the IP Litigation. 1.1.17. "Liquidating Trust Assets" means the Transferred Assets. 1.1.18. "Liquidating Trust Budget" means the budget attached hereto as Schedule 2.

1.1.1 9. "Liquidating Trustee" shall mean The Brownstein Corporation, or such successor Liquidating Trustee as appointed pursuant to the Liquidating Trust Agreement. 1.1.20. "Notice of Termination" shall mean a notice given by Lender pursuant to Article IV (E)(l )(e) of the Plan, advising that Lender is ceasing funding under this Agreement because Lender has determined, after consultation with the Trustee and IP Litigation Counsel, that the IP Litigation is sufficiently impaired such that there is a low likelihood of a satisfactory conclusion. 1.1.21. "Operating Agreement" means the Limited Liability Company Agreement of FastShip. 1.1.22. "Plan" means the Joint Liquidating Amended Plan of FastShip, Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code, including, without limitation, any exhibits, supplements, appendices, and schedules hereto, either in its present form or as it may be amended, modified, altered, or supplemented from time to time in accordance with the terms and provisions hereof. 1.1.23. "Plan Documents" means each of the Consulting Agreements, Plan, Disclosure Statement, Liquidating Trust Agreement, and Operating Agreement and any other document or agreement in the Plan Supplement, and any and all such other instruments, documents, certificates and agreements affecting the rights and obligations between the parties hereto, and all amendments, restatements, supplements and other modifications thereto. 1.1.24. "Transferred Assets" shall mean (i) any and all Avoidance Actions and any products and proceeds thereof; (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip owned by the Debtors and all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors' Estates, at the discretion of the Debtors, in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan, specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Transferred Assets shall not include the IP Litigation. 1.1.25. "Trust Agreement" means the Liquidating Trust Agreement dated June_, 2012, by and among the Debtors and The Brownstein Corporation. 1.2. 1.2.1. Interpretive Provisions. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context so requires, the neutral gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in particular the word "Borrower" shall be so construed. Section and schedule references are to this Agreement unless otherwise specified. The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "including" is not limiting, and means "including, without limitation".

1.2.2.

1.2.3.

1.2.4.

In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including". Unless otherwise expressly provided herein, references to agreements (including this Agreement and the other Plan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of the Plan or any other Plan Document. To the extent any of the provisions of the other Plan Documents are inconsistent with the terms of this Agreement, the provisions of the Plan govern.

1.2.5.

1.2.6.

2.

COMMITMENTS OF THE LENDER.

2.1.

Funding of the IP Litigation. The Lender shall make funds available to FastShip in the amounts set forth in the IP Litigation Budget, which funds shall be used to pay the costs, fees and other expenses incurred by FastShip in the prosecution of the IP Litigation, in accordance with the Plan and Operating Agreement. Funding of the Liquidating Trust. The Lender shall make funds available to the Liquidating Trust in the amounts set forth in the Liquidating Trust Budget, which such funds shall be used to pay the costs, fees and other expenses incurred by the Liquidating Trust in the liquidation and distribution of the Liquidating Trust Assets and as necessary to pay obligations owed by the Trust under the Consulting Agreements, in accordance with the Plan and Liquidating Trust Agreement. Limitations on Commitment. The Lender's commitments herein shall not be construed to obligate Lender to fund amounts in addition to or in excess of those set forth in the Budgets. In no event shall Lender's commitments herein exceed $1.6 million in the aggregate (not including any funds provided to the Debtors or any of them in the Chapter 11 cases) unless otherwise agreed to by the Lender. Availability of Funds. Collectively, the Budgets shall set forth uses for $1.6 million Dollars in funding by the Lender for either the administration of the Litigation Trust or the prosecution of the IP Litigation, and as such, each is a guidepost, not an absolute, except to the extent that the maximum to be funded is $1.6 Million dollars, except upon the sole discretion of the Lender to fund more, if additional funds above $1.6 million are necessary. On or before the last Business Day of each month, the Liquidating Trustee will communicate with the Lender the amount of funds on hand at the end of the month and the amount of additional funds necessary for the payment of existing or anticipated costs and expenses for the next month (the Liquidating Trustee will provide to the Lender copies of invoices, bills or otherwise inform the Lender of the exact amount and nature of the cost or expense. Absent valid objection by the Lender, the Lender shall then make available by wire transfer into the specific account requested by the Liquidating Trustee, the sums requested by the third Business Day of the following month. Any funds budgeted for a particular time period not used within that time period may carry forward for application to a future time period. If expenses in a particular category exceed the amount budgeted for the time period in which such fee or expense

2.2.

2.2.1.

2.2.2.

4
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was incurred, the Lender shall make funds available to pay such fee or expense, provided payment thereof does cause the aggregate amount funded to exceed $1.6 million dollars. 2.3. Payments. Except in the event a Notice of Termination is sent by the Lender, Lender shall be entitled to no repayment of the amounts funded pursuant to this Agreement other than through distribution of the IP Litigation Proceeds pursuant to Lender's unit ownership in FastShip.

3.

CONDITIONS TO FUNDING.

Notwithstanding any other provision of this Agreement, the Lender shall not be required to provide the funding set forth in Section 2 hereof unless each of the following conditions has been satisfied. 3.1 Plan Documents. The Borrowers executed (as applicable) and delivered to the Lender each of the following Plan Documents, all of which must be approved by the Bankruptcy Court pursuant to the Confirmation Order: 3 .1.1 3 .1.2 3.1.3 Funding Agreement. Two copies of this Agreement duly executed by the Borrowers. Liquidating Trust Agreement. Fully and duly executed by the Liquidating Trustee. Operating Agreement. One copy of the Operating Agreement, fully and duly executed by the members ofFastShip, along with a copy of the certificate offormation.

3.2 Entry of Confirmation Order. A Final Order Confirming the Plan shall be entered by the Bankruptcy Court. 3.3 4. Event ofDefault. No Event of Default has occurred.

EVENTSOFDEFAULT.
Events Constituting Default. Each of the following shall constitute an Event of Default

4.1. hereunder:

(a) The Liquidating Trustee accepting an offer to settle the IP Litigation without prior consultation with Lender and IP Litigation Counsel; (b) The Liquidating Trustee deciding to continue pursuit of the IP Litigation after receipt of a Notice of Termination from the Lender; (c) Budgets; Borrower's use of funds from Lender to pay obligations not provided in the

(d) Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement or any other Plan Document; (e) Lender's failure to provide funds in accordance with this Agreement.

4.2. Notice of Event of Default or Material Adverse Effect. The Borrowers shall, immediately after the commencement thereof, give notice to the Lender in writing of the occurrence of any Event of Default. 5.
REMEDIES.

5 .1. Default by Borrower. Upon the occurrence of an Event of Default by Borrowers, Lender may immediately cease funding. In such event, Lender shall send a written Notice of Termination to the Liquidating Trustee in accordance with the notice provisions contained herein. The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastS hip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender. 5.2. Notice of Termination. Further, in the event that Lender after consultation with the Trustee and the IP Litigation Counsel, determines that the litigation is sufficiently impaired that there is a low likelihood of a satisfactory conclusion, the DIP Lender can cease funding the IP Litigation by sending the Notice of Termination to Borrower, regardless of whether there then exists an Event of Default or not. In such event The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastShip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender 5.3. Default by Lender. Upon the occurrence of an Event of Default by Lender, Borrowers may proceed with a breach of action claim against Lender in the Bankruptcy Court. 5.4. No Waiver. No Event of Default shall be waived by Lender or any Borrower except in writing. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of any party hereto to exercise any remedy available to such party in any order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. 6.
MISCELLANEOUS.

6.1. Entire Agreement. This Agreement and the other Plan Documents (a) are valid, binding and enforceable against the Borrowers and the Lender in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (b) constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof; and (c) are the final expression of the intentions of the Borrowers and the Lender. No promises, either expressed or implied, exist between the Borrowers and the Lender, unless contained herein or therein. This Agreement, together with the other Plan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Plan Documents. This Agreement and the other Plan

6
v4

Documents are the result of negotiations among the Lender, the Borrowers and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. 6.2. Amendments; Waivers. No delay on the part of any party hereto in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by such party of any right, power or remedy preclude other or further exercise thereat: or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Plan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION 6.3. BASED HEREON, OR ARISING OUT OF, UNDER, OR ll~ COt....,'NECTION WITH THIS AGREEMENT OR ANY OTHER PLAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE BANKRUPTCY COURT. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE BANKRUPTCY COURT FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE PARTIES HERETO FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF DELAWARE. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 6.4. WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY W AlVES IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER PLAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER AND THE BORROWERS ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 6.5. Binding Effect. This Agreement shall become effective upon execution by the Borrowers and the Lender and the occurrence of the Effective Date. If this Agreement is not dated or contains any blanks when executed by the Borrowers, the Lender is hereby authorized, without notice to the Borrowers, to date this Agreement as of the date when it was executed by the Borrowers, and to complete any such blanks according to the terms upon which this Agreement is executed. 6.6. Governing Law. This Agreement and the other Plan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Delaware (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.

6. 7. Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 6.8. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Plan Documents maintained by the Liquidating Trustee shall be deemed to be originals thereof. 6.9. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and addressed as follows:

To the Borrowers:

The Brownstein Corporation 441 Hector Street, Suite 205 Conshohocken, PA 19428 Telephone: (610) 828-1300 Facsimile: (610) 956-6688 Attn: Howard Brod Brownstein Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, Delaware 19801 Telephone: (302) 442-7005 Facsimile: (302) 442-7010 Attn: Raymond H. Lemisch, Esq. IP Co., LLC c/o Donald E. Stout, Esquire Antonelli, Terry, Stout & Kraus, LLP Suite 1800 1300 North Seventeenth Street Arlington, Virginia 22209 Telephone: (703) 312-6650 Facsimile: (703) 312-6666

With a copy to:

To the Lender:

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection. All notices addressed as above shall be deemed to have been properly given (a) if served in person, upon acceptance or refusal of delivery; (b) if mailed by certified or registered mail, return receipt requested, postage prepaid, on the third (3rd) day following the day such notice is deposited in any post office station or letter box; or (c) if sent by recognized overnight courier, on the first (1st) day following the day such notice is delivered to such carrier.

[SIGNATURE PAGE TO FUNDING AGREEMENT]

The parties are signing this Funding Agreement as of the date stated in the introductory clause.
FASTSHIP, LLC
By: Name: Howard B. Brownstein Title: Managing Member

LIQUIDATING TRUST OF FASTSHIP, INC., ET AL.

By: Name: Howard B. Brownstein Title: Liquidating Trustee

IPCO.,LLC
By: Name: Title: Managing Member

SCHEDULE 1 IP Litigation Budget

Budget

SNR Denton (litigation counsel) Litigation expenses Administration Contingency total

600,000 591,000 30,000 70,500

(1) (2) {3)

1,291,500

NOTES: (1) Litigation counsel will be paid the first $600,000 of their legal fees. Litigation counsel will put all of their legal fees beyond the first $600,000 at the risk of SNR Denton in exchange for 12.5% of any gross award from the litigation.

(2) Estimate. Includes all expenses of the litigation, including copying, depositions, expert witnesses, audio visual, etc. Excludes cost of consultants provided by Liquidating Trust.

(3) Estimate. Assumes $6000 per year for five years. Includes maintenance of books and records, payment of franchise and other taxes.

SCHEDULE2 Liquidating Trust Budget

Budget

The Brownstein Corporation (Trustee) Storage costs for FSI records Legal costs Trustee's expenses Distribution costs Administration Consultants- Giles Consultants- Bullard Consultants- Chambers total NOTES:

30,000 10,500 20,000 12,000 5,000 12,000 210,000 5,000 4,000 308,500

(1) (2) (3) (4) (5) (6) (7) (8)

(9)

(1) Brownstein Corporation will be paid $525 per hour for actual time spent, with an aggregate limit of $50,000 for services as Financial Advisor during the bankruptcy and as Trustee during the existance of the Liquidating Trust. The budget for services as Financial Advisor during the bankruptcy is $20,000; accordingly, $30,000 has been budgeted for services as Trustee. Any fees incurred in excess of $50,000 will be paid from the Liquidating Trust's share of any award from the patent infringement litigation. (2) Estimate. Assumes $175 per month for 60 months. (3) Estimate. This amount is intended to cover any legal costs incurred by the Trustee on such matters as securing an IRS tax ruling, or contesting claims. (4) Estimate. Assumes $200 per month for 60 months.

(5) Estimate. (6) Estimate. Assumes $200 per month for 60 months. Includes maintenance of books and records, payment of franchise and other taxes if appropriate. (7) 24 months@ $8750, as per consulting agreement (8) Estimate. Assumes 40 hours at agreed rate of $125 per hour. (9) Estimate. Assumes 40 hours at agreed rate of $100 per hour.

Doc 7193369 Ver 5

EXHIBITC

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), is entered into as of _ _ _ _ _ _ _, 2012, by and between THE LIQUIDATING TRUST OF FASTSHIP INC. ET AL., (the "Trust'), and The Brownstein Corporation ("Consultant', together with the Trust, the "Parties" and each individually a "Party"). The Trust was created, among other reasons, to support and assist patent infringement litigation (the "IP Litigation") to be commenced by FastShip LLC on behalf of the Trust. The Trust will distribute any proceeds of the IP Litigation in accordance with the Plan and the Liquidating Trust Agreement.
A.

The Trust desires to retain Consultant to provide the consulting services (as defined in this Ab1eement), and Consultant desires that the Trust engage him in that capal:ity.
B.

NOW, THEREFORE, in consideration ofthe promises and the covenants and conditions contained in this Agreement, the Parties, intending to be legally bound, covenant and agree as follows: Consulting Services. In addition to the services to be provided by Consultant as the Trustee for the Liquidating Trust, for which Consultant will be paid separately, Consultant will be reasonably available to provide support to the IP Litigation, as reasonably requested by legal counsel in the IP Litigation and on a reasonable efforts basis, including, without limitation, strategy, consultation of relevant issues, analysis and in any other way reasonably requested. Consultant shall perform services as and when requested.
1. 2.

Compensation.

(a) As compensation for the consulting services that Consultant will be reasonably available to provide to the Trust pursuant to this Agreement, so long as the gross recovery from the IP Litigation is in excess of Two Million Dollars, the Trust agrees that Consultant shall be paid a consulting fee of $100,000, payable upon any recovery from the IP Litigation and that the Consultant shall also receive 0.57% of the Trust's share of any recovery from the IP Litigation. (b) The Consultant's right to receive any payment specified in this Section 2 shall not be subject in any manner to anticipation, alienation, sale, transfer (other than by will or the laws of descent and distribution), assignment, pledge, encumbrance or charge, either voluntarily or involuntarily, and any attempt to so alienate, anticipate, sell, transfer, assign, pledge, encumber or charge the same shall be null and void. The Trust shall not be liable for, and no amounts payable under this Agreement may be used to satisfy, the debts, contracts, liabilities, engagements or torts of any person to whom such amount is or may be payable, except as required under applicable law. 3. Source of Pavments. The right of the Consultant to receive any payment pursuant to Section 2 of this Agreement shall be an unsecured claim against the general assets of the Trust. As such, the Consultant shall rely solely on the unsecured promises of the Trust as set forth in this Agreement for any payment set forth herein and nothing in this Agreement shall be construed to give the Consultant any right, title, interest or claim in or to any specific asset, fund,

reserve account or property of any kind whatsoever owned by the Trust or in which the Trust may have any right, title, interest or claim now or in the future, but the Consultant shall have the right to enforce a claim against the Trust in the same manner as any unsecured creditor. 4. Consulting Relationship. Consultant shall perform all services under this Agreement as an independent contractor and not as an employee or agent of the Trust. Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Trust or to bind the Trust in any manner. Consultant shall be responsible for payment of all taxes on its income or activities, and the Trust shall not be obligated to withhold any federal, provincial, state, or local payroll or employment taxes from any fees or other amounts payable under this Agreement. Consultant shall be solely responsible for all agents or employees of Consultant, and any compensation, taxes, withholdings or other
fees relating to such agents or employees.

5.

Confidentiality Covenants.

(a) Consultant understands that the Trust, from time to time, may impart to him or provide him access to confidential business information, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, technology processes and practices, customer or investor lists, business strategies and relationships with third parties, present and proposed products, trade secrets, information, regarding customers and suppliers, strategic planning and systems and contractual terms (collectively "Confidential Information"). Consultant hereby acknowledges Trust's exclusive ownership of such Confidential Information. (b) Consultant agrees as follows: (1) only to use the Confidential Information to provide services to or for the benefit of the Trust; (2) only to communicate the Confidential Information to representatives of the Trust on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as required by law or order of a court. Upon demand by the Trust or upon termination of this Agreement, Consultant will deliver to Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved, which are in Consultant's possession, custody or control. (c) Consultant acknowledges that the obligations under this Section 7 shall apply to him and any of his employees or agents, or other persons for which he is responsible. Consultant agrees to obtain express agreement of any such employee, agent or other person to be bound by the terms of this Sections 7 prior to allowing such person to perform any services under this Agreement or obtain access to any Confidential Information of the Company. 6. Acknowledgment. The Consultant acknowledges that neither the Trust nor any of the Trust's affiliates, officers, employees, consultants, agents or representatives (each, a "Related Person") has made any representation or warranty, express or implied, as to the future performance or value of the IP Litigation. The Consultant further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized by the Consultant that the Trust or a Related Person shared with the Consultant (collectively, the "Illustrations"), if any,

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were purely hypothetical; and (ii) neither the Trust nor any Related Person intended for the undersigned to rely upon such Illustrations in the process of deciding to execute this Agreement. The Consultant also acknowledges that neither the Trust nor any Related Person has provided or is providing the Consultant with any tax advice regarding the Trust's rights under this Agreement or any other tax matter, and the Trust has urged the Consultant to consult with the Consultant's own tax advisor with respect to the rights granted to the Consultant under this Agreement and all other tax matters. 7. Modification. No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, shall be effective unless the same shall be in writing and signed by each of the Parties. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which giv'en. The vvaiv'er by' any Party of any breach of this Agieement shall not opeiate as or be construed to be a waiver by such Party of any subsequent breach. 8. Indemnification and Hold Harmless

(a) Indemnification and Hold Harmless The Trust agrees to indemnify and hold harmless the Consultant, to the full extent lawful, against any and all losses, actions, claims, damages, liabilities or costs including reasonable legal fees and expenses (collectively, "Loss"), whether or not in connection with a matter in which the Consultant is a party, as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of the Consultant acting for the Trust pursuant to the Agreement. The Consultant shall not be held liable for errors in judgment. Notwithstanding the foregoing, the Trust shall have no duty to indemnify or to hold harmless the Consultant for any loss, action, claim, damage, liability or cost to the extent such Loss is found, in a final judgment by a court of competent jurisdiction to have resulted primarily and directly from the willful misconduct or unlawful activities of the Consultant. (b) Limitation of Liability The Trust agrees that the Consultant's liability to the Trust, to the extent not otherwise limited, indemnified or held harmless hereunder, is further limited to the amount of fees paid to the Consultant hereunder. (c) Included Indemnitees These indemnification and hold harmless provisions shall be in addition to any liability which the Trust may otherwise have to the Consultant, and shall include in addition to the Consultant, the Consultant's affiliated entities, directors, officers, employees, agents and controlling persons of the Consultant within the meaning of the federal securities laws. All references to the Consultant in these indemnification and hold harmless provisions shall be understood to include any of the foregoing. (d) Counsel and Notification of Client If any claim, action, proceeding, or investigation is commenced as to which the Consultant proposes to demand such indemnification and to be held harmless, it will notify the Trust promptly upon becoming aware of any such action, proceeding or investigation. The Consultant will have the right to retain counsel of its own choice to represent it, and the Trust

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will pay the reasonable fees and expenses of such counsel; and such counsel shall to its fullest extent consistent with its professional responsibilities cooperate with the Trust and any counsel designated by it. The Trust will only be liable for any settlement of any claim against the Consultant made with the Trust's written consent, which consent shall not be unreasonably withheld. 9. Notices. Any notice, waiver or consent required or permitted hereunder shall be in writing and shall be delivered in person or given by prepaid, first class, registered or certified mail, with return receipt requested, or by overnight courier, addressed as follows: Ifto Consultant to: The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Attn: Howard Brod Brownstein

If to the Trust, to:

The Liquidating Trust ofFastShip Inc. et al. c/o The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Attn: Howard Brod Brownstein

10. Governing Law. The laws of the State of Delaware govern this Agreement, without regard to conflicts of laws principles. Each Party, for itself and on behalf of its affiliates, irrevocably consents to the exclusive jurisdiction of the federal or state courts located in New Castle County, State of Delaware, over any action or proceeding arising out of or related to this Agreement, and waives any objection to venue or inconvenience of the forum in any such court. 11. Captions and Headings. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 12. Multiple Counterparts. This Agreement may be executed by one or more Parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 13. Consultation with Counsel. The Parties have had the opportunity to consult with their own legal counsel and other advisors, and are entering into this Agreement voluntarily and with a full understanding of the meaning and legal effects of each provision contained in this Agreement. The Parties and their respective legal counsel, if applicable, have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

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14. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement, and supersedes all previous oral and written negotiations, commitments, agreements and understandings relating to the subject matter of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

CONSULTANT: THE BROWNSTEIN CORPORATION

By: Howard Brod Brownstein, President

THE TRUST: THE LIQUIDATING TRUST OF FASTSHIP INC., ET AL.

The Brownstein Corporation, Trustee By: Howard Brod Brownstein, President

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Doc 7200609 Ver I

EXHIBITD

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement'), is entered into as of _ _ _ _ _ _ _ , 2012, by and between THE LIQUIDATING TRUST OF FASTSHIP INC. ET AL., (the "Trusf'), and Kathryn R. Chambers, an individual ("Consultant', together with the Trust, the "Parties" and each individually a "Party").
A. The Trust was created, among other reasons, to support and assist patent infringement litigation (the "IP Litigation") to be commenced by FastShip LLC on behalf of the Trust. The Trust will distribute any proceeds of the IP Litigation in accordance with the Plan and the Liquidating Trust Agreement. B. The Trust desires to retain Consultant to provide the consulting services (as defined in this Agreement), and Consultant desires that the Trust engage her in that capacity.

NOW, THEREFORE, in consideration of the promises and the covenants and conditions contained in this Agreement, the Parties, intending to be legally bound, covenant and agree as follows: 1. Consulting Services. Consultant will be reasonably available to provide support as needed to the IP Litigation, as reasonably requested by legal counsel in the IP Litigation and on a reasonable efforts basis, including, without limitation, strategy, consultation of relevant issues, analysis and in any other way reasonably requested. Consultant shall perform services as and when requested. 2. Compensation.

(a) As compensation for the consulting services that Consultant will provide to the Trust pursuant to this Agreement, the Trust agrees that Consultant shall be paid a consulting fee of $100.00 per hour for actual time spent providing consulting services, up to an aggregate total of 150 hours (including the hours spent by Strategic Performance, Inc. providing consulting services). Consultant will receive 1. 71% of the Trust's share of any recovery from the IP Litigation. Consultant will be reimbursed for actual and necessary expenses related to consulting services rendered. (b) The Consultant's right to receive any payment specified in this Section 2 shall not be subject in any manner to anticipation, alienation, sale, transfer (other than by will or the laws of descent and distribution), assignment, pledge, encumbrance or charge, either voluntarily or involuntarily, and any attempt to so alienate, anticipate, sell, transfer, assign, pledge, encumber or charge the same shall be null and void. The Trust shall not be liable for, and no amounts payable under this Agreement may be used to satisfy, the debts, contracts, liabilities, engagements or torts of any person to whom such amount is or may be payable, except as required under applicable law. 3. Source of Payments. The right of the Consultant to receive any payment pursuant to Section 2 of this Agreement shall be an unsecured claim against the general assets of the Trust. As such, the Consultant shall rely solely on the unsecured promises of the Trust as set forth in this Agreement for any payment set forth herein and nothing in this Agreement shall be construed to give the Consultant any right, title, interest or claim in or to any specific asset, fund,

reserve account or property of any kind whatsoever owned by the Trust or in which the Trust may have any right, title, interest or claim now or in the future, but the Consultant shall have the right to enforce a claim against the Trust in the same manner as any unsecured creditor. 4. Consulting Relationship. Consultant shall perform all services under this Agreement as an independent. contractor and not as an employee or agent of the Trust. Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Trust or to bind the Trust in any manner. Consultant shall be responsible for payment of all taxes on its income or activities, and the Trust shall not be obligated to withhold any federal, provincial, state, or local payroll or employment taxes from any fees or other amounts payable under this Agreement. Consultant shall be solely responsible for all agents or employees of Consultant, and any compensation, taxes, withholdings or other
fees relating to such agents or employ'ces.

5.

Confidentiality Covenants.

(a) Consultant understands that the Trust, from time to time, may impart to her or provide her access to confidential business information, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, technology processes and practices, customer or investor lists, business strategies and relationships with third parties, present and proposed products, trade secrets, information, regarding customers and suppliers, strategic planning and systems and contractual terms (collectively "Confidential Information"). Consultant hereby acknowledges Trust's exclusive ownership of such Confidential Information. (b) Consultant agrees as follows: (1) only to use the Confidential Information to provide services to or for the benefit of the Trust; (2) only to communicate the Confidential Information to representatives of the Trust on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as required by law or order of a court. Upon demand by the Trust or upon termination of this Agreement, Consultant will deliver to Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved, which are in Consultant's possession, custody or control. (c) Consultant acknowledges that the obligations under this Section 7 shall apply to her and any of her employees or agents, or other persons for which she is responsible. Consultant agrees to obtain express agreement of any such employee, agent or other person to be bound by the terms of this Sections 7 prior to allowing such person to perform any services under this Agreement or obtain access to any Confidential Information of the Company. 6. Acknowledgment. The Consultant acknowledges that neither the Trust nor any of the Trust's affiliates, officers, employees, consultants, agents or representatives (each, a "Related Person") has made any representation or warranty, express or implied, as to the future performance or value of the IP Litigation. The Consultant further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized by the Consultant that the Trust or a Related Person shared with the Consultant (collectively, the "Illustrations"), if any,

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were purely hypothetical; and (ii) neither the Trust nor any Related Person intended for the undersigned to rely upon such Illustrations in the process of deciding to execute this Agreement. The Consultant also acknowledges that neither the Trust nor any Related Person has provided or is providing the Consultant with any tax advice regarding the Trust's rights under this Agreement or any other tax matter, and the Trust has urged the Consultant to consult with the Consultant's own tax advisor with respect to the rights granted to the Consultant under this Agreement and all other tax matters. 7. Modification. No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, shall be effective unless the same shall be in writing and signed by each of the Parties. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which gi\'en. The 'vvaiver by any Party of any breach of this Agreement shall not operate as or be construed to be a waiver by such Party of any subsequent breach. 8. Indemnification and Hold Harmless (a). Indemnification and Hold Harmless The Trust agrees to indemnify and hold harmless the Consultant, to the full extent lawful, against any and all losses, actions, claims, damages, liabilities or costs including reasonable legal fees and expenses (collectively, "Loss"), whether or not in connection with a matter in which the Consultant is a party, as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of the Consultant acting for the Trust pursuant to the Agreement. The Consultant shall not be held liable for errors in judgment. Notwithstanding the foregoing, the Trust shall have no duty to indemnify or to hold harmless the Consultant for any loss, action, claim, damage, liability or cost to the extent such Loss is found, in a final judgment by a court of competent jurisdiction to have resulted primarily and directly from the willful misconduct or unlawful activities of the Consultant. (b) Limitation of Liability The Trust agrees that the Consultant's liability to the Trust, to the extent not otherwise limited, indemnified or held harmless hereunder, is further limited to the amount of fees paid to the Consultant hereunder. (c) Included Indemnitees These indemnification and hold harmless provisions shall be in addition to any liability which the Trust may otherwise have to the Consultant, and shall include in addition to the Consultant, the Consultant's affiliated entities, directors, officers, employees, agents and controlling persons of the Consultant within the meaning of the federal securities laws. All references to the Consultant in these indemnification and hold harmless provisions shall be understood to include any of the foregoing. (d) Counsel and Notification of Client If any claim, action, proceeding, or investigation is commenced as to which the Consultant proposes to demand such indemnification and to be held harmless, it will notify the Trust promptly upon becoming aware of any such action, proceeding or investigation. The Consultant will have the right to retain counsel of its own choice to represent it, and the Trust

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will pay the reasonable fees and expenses of such counsel; and such counsel shall to its fullest extent consistent with its professional responsibilities cooperate with the Trust and any counsel designated by it. The Trust will only be liable for any settlement of any claim against the Consultant made with the Trust's written consent, which consent shall not be unreasonably withheld. 9. Notices. Any notice, waiver or consent required or permitted hereunder shall be in writing and shall be delivered in person or given by prepaid, first class, registered or certified mail, with return receipt requested, or by overnight courier, addressed as follows: If to Consultant to: Kathryn R. Chambers 12 Betty Bush I "ane Baltimore, MD 21212

If to the Trust, to:

The Liquidating Trust of FastShip Inc. et al. c/o The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Attn: Howard Brownstein

10. Governing Law. The laws of the State of Delaware govern this Agreement, without regard to conflicts of laws principles. Each Party, for itself and on behalf of its affiliates, irrevocably consents to the exclusive jurisdiction of the federal or state courts located in New Castle County, State of Delaware, over any action or proceeding arising out of or related to this Agreement, and waives any objection to venue or inconvenience of the forum in any such court. 11. Captions and Headings. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 12. Multiple Counterparts. This Agreement may be executed by one or more Parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 13. Consultation with Counsel. The Parties have had the opportunity to consult with their own legal counsel and other advisors, and are entering into this Agreement voluntarily and with a full understanding of the meaning and legal effects of each provision contained in this Agreement. The Parties and their respective legal counsel, if applicable, have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

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14. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement, and supersedes all previous oral and written negotiations, commitments, agreements and understandings relating to the subject matter ofthis Agreement.

[Signature Page Follows}

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

CONSULTANT:

KATHRYN R. CHAMBERS, individually

THE TRUST: THE LIQUIDATING TRUST OF FASTSHIP INC.,ET AL.

The Brownstein Corporation, Trustee By: Howard Brod Brownstein, President

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Doc 720060 I Vcr I

EXHIBITE

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement'), is entered into as of _ _ _ _ _ _ _, 2012, by and between THE LIQUIDATING TRUST OF FASTSHIP INC. ET AL., (the "Trusf'), and Strategic Performance, Inc., a corporation ("Consultant', together with the Trust, the "Parties" and each individually a "Party").
A. The Trust was created, among other reasons, to support and assist patent infringement litigation (the "IP Litigation") to be commenced by FastShip LLC on behalf of the Trust. The Trust will distribute any proceeds of the IP Litigation in accordance with the Plan and the Liquidating Trust Agreement. B. The Trust desires to retain Consultant to provide the consulting services (as defined in this Ae,1eement), and Consultant desires that the Trust engage him in that capacity.

NOW, THEREFORE, in consideration ofthe promises and the covenants and conditions contained in this Agreement, the Parties, intending to be legally bound, covenant and agree as follows: 1. Consulting Services. Consultant will be reasonably available to provide support as needed to the IP Litigation, as reasonably requested by legal counsel in the IP Litigation and on a reasonable efforts basis, including, without limitation, strategy, consultation of relevant issues, analysis and in any other way reasonably requested. Consultant shall perform services as and when requested. 2. Compensation.

(a) As compensation for the consulting services that Consultant will provide to the Trust pursuant to this Agreement, the Trust agrees that Consultant shall be paid a consulting fee of $125.00 per hour for actual time spent providing consulting services, up to an aggregate total of 150 hours (including the hours spent by Kathryn R. Chambers providing consulting services). Consultant will receive 6.86% of the Trust's share of any recovery from the IP Litigation. Consultant will be reimbursed for actual and necessary expenses related to consulting services rendered. (b) The Consultant's right to receive any payment specified in this Section 2 shall not be subject in any manner to anticipation, alienation, sale, transfer (other than by will or the laws of descent and distribution), assignment, pledge, encumbrance or charge, either voluntarily or involuntarily, and any attempt to so alienate, anticipate, sell, transfer, assign, pledge, encumber or charge the same shall be null and void. The Trust shall not be liable for, and no amounts payable under this Agreement may be used to satisfy, the debts, contracts, liabilities, engagements or torts of any person to whom such amount is or may be payable, except as required under applicable law. 3. Source of Payments. The right of the Consultant to receive any payment pursuant to Section 2 of this Agreement shall be an unsecured claim against the general assets of the Trust. As such, the Consultant shall rely solely on the unsecured promises of the Trust as set forth in this Agreement for any payment set forth herein and nothing in this Agreement shall be construed to give the Consultant any right, title, interest or claim in or to any specific asset, fund,

reserve account or property of any kind whatsoever owned by the Trust or in which the Trust may have any right, title, interest or claim now or in the future, but the Consultant shall have the right to enforce a claim against the Trust in the same manner as any unsecured creditor. 4. Consulting Relationship. Consultant shall perform all services under this Agreement as an independent contractor and not as an employee or agent of the Trust. Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Trust or to bind the Trust in any manner. Consultant shall be responsible for payment of all taxes on its income or activities, and the Trust shall not be obligated to withhold any federal, provincial, state, or local payroll or employment taxes from any fees or other amounts payable under this Agreement. Consultant shall be solely responsible for all agents or employees of Consultant, and any compensation, taxes, withholdings or other
fees relating to such agents or employees.

5.

Confidentiality Covenants.

(a) Consultant understands that the Trust, from time to time, may impart to him or provide him access to confidential business information, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, technology processes and practices, customer or investor lists, business strategies and relationships with third parties, present and proposed products, trade secrets, information, regarding customers and suppliers, strategic planning and systems and contractual terms (collectively "Confidential Information"). Consultant hereby acknowledges Trust's exclusive ownership of such Confidential Information. (b) Consultant agrees as follows: (1) only to use the Confidential Information to provide services to or for the benefit of the Trust; (2) only to communicate the Confidential Information to representatives of the Trust on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as required by law or order of a court. Upon demand by the Trust or upon termination of this Agreement, Consultant will deliver to Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved, which are in Consultant's possession, custody or control. (c) Consultant acknowledges that the obligations under this Section 7 shall apply to him and any of his employees or agents, or other persons for which he is responsible. Consultant agrees to obtain express agreement of any such employee, agent or other person to be bound by the terms of this Sections 7 prior to allowing such person to perform any services under this Agreement or obtain access to any Confidential Information of the Company. 6. Acknowledgment. The Consultant acknowledges that neither the Trust nor any of the Trust's affiliates, officers, employees, consultants, agents or representatives (each, a "Related Person") has made any representation or warranty, express or implied, as to the future performance or value of the IP Litigation. The Consultant further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized by the Consultant that the

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Trust or a Related Person shared with the Consultant (collectively, the "Illustrations"), if any, were purely hypothetical; and (ii) neither the Trust nor any Related Person intended for the undersigned to rely upon such Illustrations in the process of deciding to execute this Agreement. The Consultant also acknowledges that neither the Trust nor any Related Person has provided or is providing the Consultant with any tax advice regarding the Trust's rights under this Agreement or any other tax matter, and the Trust has urged the Consultant to consult with the Consultant's own tax advisor with respect to the rights granted to the Consultant under this Agreement and all other tax matters. 7. Modification. No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, shall be effective unless the same shall be in writing and signed by each of the Parties. Any amendment, waiver or consent shall be effecti\'e onl)' in the specific instance and for the specific purpose for vvhich given. The waiver by any Party of any breach of this Agreement shall not operate as or be construed to be a waiver by such Party of any subsequent breach. 8. Indemnification and Hold Harmless (a). Indemnification and Hold Harmless The Trust agrees to indemnifY and hold harmless the Consultant, to the full extent lawful, against any and all losses, actions, claims, damages, liabilities or costs including reasonable legal fees and expenses (collectively, "Loss"), whether or not in connection with a matter in which the Consultant is a party, as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of the Consultant acting for the Trust pursuant to the Agreement. The Consultant shall not be held liable for errors in judgment. Notwithstanding the foregoing, the Trust shall have no duty to indemnify or to hold harmless the Consultant for any loss, action, claim, damage, liability or cost to the extent such Loss is found, in a final judgment by a court of competent jurisdiction to have resulted primarily and directly from the willful misconduct or unlawful activities of the Consultant. (b) Limitation of Liability The Trust agrees that the Consultant's liability to the Trust, to the extent not otherwise limited, indemnified or held harmless hereunder, is further limited to the amount of fees paid to the Consultant hereunder. (c) Included Indemnitees These indemnification and hold harmless provisions shall be in addition to any liability which the Trust may otherwise have to the Consultant, and shall include in addition to the Consultant, the Consultant's affiliated entities, directors, officers, employees, agents and controlling persons of the Consultant within the meaning of the federal securities laws. All references to the Consultant in these indemnification and hold harmless provisions shall be understood to include any of the foregoing. (d) Counsel and Notification of Client If any claim, action, proceeding, or investigation is commenced as to which the Consultant proposes to demand such indemnification and to be held harmless, it will notify the Trust promptly upon becoming aware of any such action, proceeding or investigation. The

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Consultant will have the right to retain counsel of its own choice to represent it, and the Trust will pay the reasonable fees and expenses of such counsel; and such counsel shall to its fullest extent consistent with its professional responsibilities cooperate with the Trust and any counsel designated by it. The Trust will only be liable for any settlement of any claim against the Consultant made with the Trust's written consent, which consent shall not be unreasonably withheld. 9. Notices. Any notice, waiver or consent required or permitted hereunder shall be in writing and shall be delivered in person or given by prepaid, first class, registered or certified mail, with return receipt requested, or by overnight courier, addressed as follows: If to Consultant to: Strategic Performance, Inc. 1822 Pine Street Philadelphia, PA 191 03 Attn: Roland K. Bullard, II The Liquidating Trust ofFastShip Inc. et al. c/o The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Attn: Howard Brownstein

If to the Trust, to:

10. Governing Law. The laws of the State of Delaware govern this Agreement, without regard to conflicts of laws principles. Each Party, for itself and on behalf of its affiliates, irrevocably consents to the exclusive jurisdiction of the federal or state courts located in New Castle County, State of Delaware, over any action or proceeding arising out of or related to this Agreement, and waives any objection to venue or inconvenience of the forum in any such court. 11. Captions and Headings. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 12. Multiple Counterparts. This Agreement may be executed by one or more Parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 13. Consultation with Counsel. The Parties have had the opportunity to consult with their own legal counsel and other advisors, and are entering into this Agreement voluntarily and with a full understanding of the meaning and legal effects of each provision contained in this Agreement. The Parties and their respective legal counsel, if applicable, have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

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14. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement, and supersedes all previous oral and written negotiations, commitments, agreements and understandings relating to the subject matter of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

CONSULTANT: STRATEGIC PERFORMANCE, INC.

By: Roland K. Bullard, II, President

THE TRUST: THE LIQUIDATING TRUST OF FASTSHIP INC.,ETAL.

The Brownstein Corporation, Trustee By: Howard Brod Brownstein, President

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Doc 7198849 VerI

EXHIBITF

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreemenf'), is entered into as of _ _ _ _ _ _ _, 2012, by and between THE LIQUIDATING TRUST OF FASTSHIP INC. ET AL., (the "Trusf'), and Thomycroft, Giles & Associates Ltd. a UK Limited Company ("Consultant', together with the Trust, the "Parties" and each individually a "Party"). A. The Trust was created, among other reasons, to support and assist patent infringement litigation (the "IP Litigation") to be commenced by FastShip LLC on behalf of the Trust. The Trust will distribute any proceeds of the IP Litigation in accordance with the Plan and the Liquidating Trust Agreement.
B. The Trust desires to retain Consultant to provide the consulting services (as defined in this Agreement), and Consultant desires that the Trust engage it in that capacity.

NOW, THEREFORE, in consideration of the promises and the covenants and conditions contained in this Agreement, the Parties, intending to be legally bound, covenant and agree as follows: 1. Consulting Services. Consultant will serve as the principal source of support for the IP Litigation. Consultant will be reasonably available to provide information and support to the Trust and to litigation counsel in connection with the IP Litigation, as reasonably requested by legal counsel in the IP Litigation and on a reasonable efforts basis, including, without limitation, strategy, consultation of relevant issues, analysis and in any other way reasonably requested. Consultant shall perform these services as and when requested. 2. Compensation.

(a) As compensation for the consulting services that Consultant will provide to the Trust pursuant to this Agreement, the Trust agrees that Consultant shall be paid a consulting fee of $8,750 per month, plus agreed expenses arising from the IP Litigation, including up to four annual economy class round trip airfares at an average $700 each to access relevant documents, possible witnesses, technical establishments, historical data etc. in the UK, for a period that is the shorter of the end of the IP Litigation or twenty-four (24) months from the date on which the first monthly payment is made. Consultant shall receive 13.7% of the Trust's share of any recovery from the IP Litigation as defined in Section IV.D.12 the Disclosure Statement. IP Co., LLC ("IPCO"), in consultation with counsel for the IP Litigation and the Trustee for the Trust, may elect to extend Consultant's consulting fee beyond the 24-month limit, provided however that any such fees paid in excess of 24 months shall be advanced by IPCO and then deducted from Consultant's 13.7% of the Trust's share of any recovery from the IP Litigation. (b) The Consultant's right to receive any payment specified in this Section 2 shall not be subject in any manner to anticipation, alienation, sale, transfer (other than by will or the laws of descent and distribution), assignment, pledge, encumbrance or charge, either voluntarily or involuntarily, and any attempt to so alienate, anticipate, sell, transfer, assign, pledge, encumber or charge the same shall be null and void. The Trust shall not be liable for, and no amounts payable under this Agreement may be used to satisfY, the debts, contracts,

liabilities, engagements or torts of any person to whom such amount is or may be payable, except as required under applicable law. 3. Source ofPayments. The right of the Consultant to receive any payment pursuant to Section 2 of this Agreement shall be an unsecured claim against the general assets of the Trust. As such, the Consultant shall rely solely on the unsecured promises of the Trust as set forth in this Agreement for any payment set forth herein and nothing in this Agreement shall be construed to give the Consultant any right, title, interest or claim in or to any specific asset, fund, reserve account or property of any kind whatsoever owned by the Trust or in which the Trust may have any right, title, interest or claim now or in the future, but the Consultant shall have the right to enforce a claim against the Trust in the same manner as any unsecured creditor. 4. ronsulting Rel11tionship. Consultant shall perform all services under this Agreement as an independent contractor and not as an employee or agent of the Trust. Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Trust or to bind the Trust in any manner. Consultant shall be responsible for payment of all taxes on its income or activities, and the Trust shall not be obligated to withhold any federal, provincial, state, or local payroll or employment taxes from any fees or other amounts payable under this Agreement. Consultant shall be solely responsible for all agents or employees of Consultant, and any compensation, taxes, withholdings or other fees relating to such agents or employees. 5. Confidentiality Covenants.

(a) Consultant understands that the Trust, from time to time, may impart to it or provide it access to confidential business information, whether such information is written, oral or graphic, including, but not limited to, financial plans and records, marketing plans, technology processes and practices, customer or investor lists, business strategies and relationships with third parties, present and proposed products, trade secrets, information, regarding customers and suppliers, strategic planning and systems and contractual terms (collectively "Confidential Information"). All such Confidential Information shall be marked as "Confidential: Proprietary to FastShip LLC" before it is delivered to Consultant. Consultant hereby acknowledges Trust's exclusive ownership of such Confidential Information that has been properly marked. No information shall be deemed to be Confidential Information that has not been so marked in advance before being given to Consultant. (b) Consultant agrees as follows: (1) only to use the Confidential Information to provide services to or for the benefit of the Trust; (2) only to communicate the Confidential Information to representatives of the Trust on a need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as required by law or order of a court. Upon demand by the Trust, following conclusion of the IP Litigation, Consultant will deliver to Company any properly marked Confidential Information that remains in Consultant's possession, custody or control. (c) Acknowledgment. The Consultant acknowledges that neither the Trust nor any of the Trust's affiliates, officers, employees, consultants, agents or representatives (each, a "Related Person") has made any representation or warranty, express or implied, as to the

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future performance or value of the IP Litigation. The Consultant further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized by the Consultant that the Trust or a Related Person shared with the Consultant (collectively, the "Illustrations"), if any, were purely hypothetical; and (ii) neither the Trust nor any Related Person intended for the undersigned to rely upon such Illustrations in the process of deciding to execute this Agreement. The Consultant also acknowledges that neither the Trust nor any Related Person has provided or is providing the Consultant with any tax advice regarding the Trust's rights under this Agreement or any other tax matter, and the Trust has urged the Consultant to consult with the Consultant's own tax advisor with respect to the rights granted to the Consultant under this Agreement and all other tax matters. 6. Modification. No amendment or waiver of any provision of this Agreement, or
consent to any departure by an}' Party hereto from any such provision, shall be effective unless

the same shall be in writing and signed by each of the Parties. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The waiver by any Party of any breach of this Agreement shall not operate as or be construed to be a waiver by such Party of any subsequent breach. 7. Notices. Any notice, waiver or consent required or permitted hereunder shall be in writing and shall be delivered in person or given by prepaid, first class, registered or certified mail, with return receipt requested, or by overnight courier, addressed as follows: If to Consultant to: Thornycroft, Giles & Associates, Ltd. David L. Giles 106 Northside Clapham Common London SW4 9SH United Kingdom The Liquidating Trust of FastS hip Inc. et al. c/o The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Attn: Howard Brownstein

If to the Trust, to:

8.

Indemnification and Hold Harmless

(a) Indemnification and Hold Harmless The Trust agrees to indemnify and hold harmless the Consultant, to the full extent lawful, against any and all losses, actions, claims, damages, liabilities or costs including reasonable legal fees and expenses (collectively, "Loss"), whether or not in connection with a matter in which the Consultant is a party, as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of the Consultant acting for the Trust pursuant to the Agreement. The Consultant shall not be held liable for errors in judgment. Notwithstanding the foregoing, the Trust shall have no duty to indemnify or to hold harmless the Consultant for any loss, action, claim, damage, liability or cost to the extent such Loss is found, in a final judgment by a court of competent jurisdiction to have resulted primarily and directly from the willful misconduct or unlawful activities of the Consultant.

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(b) Limitation of Liability The Trust agrees that the Consultant's liability to the Trust, to the extent not otherwise limited, indemnified or held harmless hereunder, is further limited to the amount of fees paid to the Consultant hereunder. (c) Included Indemnitees These indemnification and hold harmless provisions shall be in addition to any liability which the Trust may otherwise have to the Consultant, and shall include in addition to the Consultant, the Consultant's affiliated entities, directors, officers, employees, agents and controlling persons of the Consultant within the meaning of the federal securities laws. All references to the Consultant in these indemnification and hold harmless provisions shall be understood to include any of the foregoing. (d) Counsel and Notification of Client If any claim, action, proceeding, or investigation is commenced as to which the Consultant proposes to demand such indemnification and to be held harmless, it will notify the Trust promptly upon becoming aware of any such action, proceeding or investigation. The Consultant will have the right to retain counsel of its own choice to represent it, and the Trust will pay the reasonable fees and expenses of such counsel; and such counsel shall to its fullest extent consistent with its professional responsibilities cooperate with the Trust and any counsel designated by it. The Trust will only be liable for any settlement of any claim against the Consultant made with the Trust's written consent, which consent shall not be unreasonably withheld. 9. Governing Law. The laws of the State of Delaware govern this Agreement, without regard to conflicts of laws principles. Each Party irrevocably consents to the exclusive jurisdiction of the federal or state courts located in New Castle County, State of Delaware, over any action or proceeding arising out of or related to this Agreement, and waives any objection to venue or inconvenience of the forum in any such court. 10. Captions and Headings. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 11. Multiple Counterparts. This Agreement may be executed by one or more Parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 12. Consultation with Counsel. The Parties have had the opportunity to consult with their own legal counsel and other advisors, and are entering into this Agreement voluntarily and with a full understanding of the meaning and legal effects of each provision contained in this Agreement. The Parties and their respective legal counsel, if applicable, have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the

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interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement. 13. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement, and supersedes all previous oral and written negotiations, commitments, agreements and understandings relating to the subject matter ofthis Agreement.
[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

CONSULTANT:

THORNYCROFT, GILES & ASSOCIATES, LTD. By: ____________________________ David L. Giles, Managing Director

THE TRUST: THE LIQUIDATING TRUST OF FASTSHIP

INC.,ET AL.

The Brownstein Corporation, Trustee By: Howard Brod Brownstein, President

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