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, solely pursuant to clause (B) of the first paragraph hereof, for the reasons specified in the second <br />sentence thereo fl, even though the express provisions hereof provide for indemnification in such <br />~.... case, then we, on the one hand, and you, on the other hand, shall contribute to such claim, liability, <br />loss, damage or expense for which such indemnification or reimbursement is held unavailable in <br />such proportion as is appropriate to reflect the relative benefits to us on the one hand, and Prudential <br />Securities on the other hand, in connection with the transactions contemplated by the engagement, <br />subject to the limitation that in any event Prudential Securities' aggregate contribution to all losses, <br />claims, damages, liabilities and expenses to which contribution is available hereunder shall not <br />exceed the amount of fees actually received by Prudential Securities pursuant to the engagement. <br />The foregoing right to indemnity and contribution shall be in addition to any rights that you and/or <br />any other Indemnified Person may have at common law or otherwise and shall remain in full force <br />and effect following the completion or any termination of your engagement. We hereby consent to <br />personal jurisdiction and to service and venue in any court in which any claim which is subject to <br />this agreement is brought against you or any other Indemnified Person. <br />Prior to any proposed sale, distribution or liquidation of all or a significant portion of our assets or <br />any significant recapitalization of our outstanding securities, we will notify you in writing thereof <br />and, if requested by you, shall arrange alternative means of providing for our obligations set forth <br />in this letter, including the assumption of such obligation by another party, insurance or the creation <br />of an escrow, in each case in an amount and upon terms and conditions satisfactory to you. <br />It is understood that, in connection with your engagement, you may also be engaged to act for us in <br />~ one or more additional capacities, and that the terms of this engagement or any such additional <br />engagement may be embodied in one or more separate written agreements. <br />This indemnification shall apply to said engagement, any such additional engagement(s) (whether <br />written or oral) and any modification of said engagement or such additional engagements(s) and <br />shall remain in full force and effecf following the completion or termination of said engagement or <br />such additional engagements. <br />Very truly yours, <br />By: <br />Title: <br />Marion County, Oregon <br />AGREED AND ACCEPTED: <br />PRUDENTIAL SECURITIES INCORPORATED <br />By:_ r~~~-- <br />Title: Mana in Director <br />Date: July 24, 1998 <br />-6- <br />~i Prudential <br />Securities <br />