POULOS, CAMPBELL & ZENDZIAN, P.A.

Attorneys at Law

August 3 1992

Richard Grahn, Esq.

Looney & Grossman

101 Arch Street

Boston, MA 02110

RE: Catherine Petit/Fee Agreement

Dear Dick:

This will confirm our understanding and agreement related to the representation of Catherine Duffy Petit and her companies in the action captioned as Catherine Petit. Et al v. Key Bank et al., Civil Action No. 86-608.

We have agreed that from the share of fees received by me and my firm for services rendered to Cathy Petit, forty five percent (45%), up to a maximum of $200,000, will be paid to Richard J. Grahn and Looney & Grossman in addition to any compensation Richard Gragn may receive from the plaintiffs.

Very truly yours,

Richard E. Poulos

REP/tlm

AGREED TO:

Richard J. Grahn

080392-2