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

1 ) ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS) (Joint Administration Pending)

APPLICATION FOR ORDER PURSUANT TO SECTIONS 327(a), 328(a) AND 1107 OF THE BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND RETENTION OF THE BROWNSTEIN CORPORATION AS FINANCIAL ADVISOR TO THE DEBTOR FastShip, Inc., et al., and its affiliated debtors and debtors-in-possession (the Debtors), by and through their undersigned counsel, hereby file this application (the Application), pursuant to sections 327(a), 328(a), and 1107 of Title 11 (the Bankruptcy Code) of the United States Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2014-1 of the Local Rules for the United States Bankruptcy Court for the District of Delaware (Local Rules) for an order authorizing the employment and retention of The Brownstein Corporation (TBC or Firm) as the Debtors Financial Advisor in connection with the above-captioned chapter 11 cases. A form of Order granting this Application is attached hereto as Exhibit A. In support of this Application, the Debtors submit the affidavit of Howard Brod Brownstein, CTP,2 President and CEO of TBC (the Brownstein Affidavit), attached

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103. The suffix CTP indicates that the individual is a Certified Turnaround Professional, a credential that has been awarded in recognition of that individual having accumulated at least five years of turnaround consulting experience, passed a rigorous examination covering finance, accounting management and law, passed a reference check, undertaken to adhere to a Code of Ethics, and maintained skills through a continuing education requirement.

hereto as Exhibit B, and respectfully state as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 1334. This

proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (N). Venue is proper in this District and in this Court pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND 2. Simultaneously herewith (the Petition Date), the Debtors filed with this Court

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their property and assets as debtors in possession. No trustee, examiner or committee of creditors has yet been appointed in any of the Debtors chapter 11 cases. 3. The Debtors are composed of three interrelated entities, each of which is a

Delaware corporation. FSI was formed in 1997. Shortly thereafter FSA and TGC were merged into, and then became, wholly-owned subsidiaries of FSI. 4. The Debtors are privately held companies that have sought to raise seed capital to

implement a business plan using patented ship technology to revolutionize international freight transportation. The new ships would provide service speeds three times faster than traditional sea freight with previously unheard-of reliability. On a door-to-door basis, the resulting service would be comparable to airfreight at half the cost. 5. TGC holds U.S. and international patents for its unique design (the Design) for

a ship that operates at high speeds carrying heavy loads of freight in open-ocean conditions in virtually any weather. The Debtors believe the Design will be of significant commercial and

military value, particularly in a world of expanding trade, global manufacturing, and just-in-time supply-chain methods. 6. For many years, the Debtors focused their efforts on creating the first commercial

service using the Design to demonstrate the value of the new technology in commercial use. To this end, the Debtors developed a business plan for a freight service on the North Atlantic trade route, which business plan required the Debtors to build four ships using the Design with specialized cargo-handling systems calling on dedicated terminals in Philadelphia, Pennsylvania and Cherbourg, France. 7. In order to construct the ships and fully fund the business plan, the Debtors sought

to raise $2 billion in financing. During the period from 1998 to 2008, the Debtors were close to raising the necessary capital to launch the business plan on three occasions, but were unable to close on the required financing because of political and markets setbacks. 8. The combination of deal fatigue and the collapse of the global economy in 2008-

2009 forced the Debtors to abandon their original commercial business plan. 9. At the same time that hope for the commercial business plan faded, the U.S. Navy

entered into a contract to build a new class of high speed combat vessels, the first of which was built and delivered at a cost of $650 million. The Debtors believe that the design of this vessel infringes on TGCs patents. As a result, the Debtors believe a strong claim exists against the U.S. government for patent infringement. The Debtors attempted to reach a negotiated

settlement with the U.S. government by filing an administrative claim in April 2008. Fully two years later, the U.S. government summarily denied the Debtors claim on what the Debtors, and their technical advisors, believe to be meritless grounds.

10.

Through the bankruptcy process, the Debtors will create a liquidating trust to

pursue and monetize the patent infringement litigation against the U.S. government and distribute the proceeds of such action to their creditors in an orderly fashion. RELIEF REQUESTED 11. The Debtors seek entry of an Order under Bankruptcy Code sections 327(a),

328(a), and 1107 authorizing the Debtors to employ and retain TBC as the Debtors Financial Advisor under a general retainer to perform the financial advisory services that will be necessary during the Debtors chapter 11 cases, as more fully described below, pursuant to sections 327(a) and 328(a) of Title 11 of the Bankruptcy Code, Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules). NECESSITY FOR EMPLOYMENT AND PROFESSIONAL SERVICES TO BE RENDERED 12. The Debtors have selected TBC as their Financial Advisor because of, among

other reasons, the Firms extensive experience in and knowledge of the financial and transactional aspects of business reorganizations under chapter 11 of the Bankruptcy Code. The Debtors employed TBC prepetition pursuant to that certain Advisory Agreement dated May 11, 2011 (the Advisory Agreement), as modified by that certain First Modification Agreement dated effective as of May 13, 2011 (the First Modification Agreement, and collectively, the Prepetition Agreements, attached hereto as Exhibits C and D), and TBC provided services to the Debtors pursuant thereunder, in order to help the Debtors prepare for this reorganization case. TBC was not paid anything by the Debtors prepetition, and has agreed as part of the Prepetition Agreements to waive any claim it may have for amounts owed it for prepetition services.

13.

TBC is well-suited for the type of representation required by the Debtors,

inasmuch as the Firm possesses substantial turnaround consulting, investment banking, debt restructuring, and financial expertise, and TBC financial professionals have had significant roles in many large bankruptcy cases and reorganizations under the Bankruptcy Code. Moreover, by virtue of TBCs services provided prepetition to the Debtors, TBC is familiar with many of the potential financial issues that may arise in the context of this reorganization case. Accordingly, the Debtors believe that TBC is well qualified and able to represent the Debtors in this case in a most efficient and responsive manner. 14. The services of a financial advisor are necessary to enable the Debtors to

discharge their duties as debtors-in-possession. Subject to the jurisdiction and further order of this Court, TBC will undertake to render the services to the Debtors described in the Prepetition Agreements, as generally summarized below: (a) review the business and financial condition of the Debtors and, to the extent feasible, familiarize itself with the business operations, properties, financial conditions and prospects of the Debtors; advise the Debtors on the financial issues and options concerning potential refinancing, recapitalizations or other restructurings; develop and execute a strategic plan, which may include a refinancing, recapitalization or other restructuring of the Debtors (a Reorganization); make appropriate presentations regarding the Debtors and their strategic alternatives to IP Co. LLC (the DIP Lender) and certain of the Debtors creditors (the Creditors); assist the Debtors in preparing presentations, discussions and due diligence materials and in negotiations relating to a Reorganization; make presentations to the Debtors senior management and/or its board of directors as to the status of negotiations or discussions regarding a Reorganization; and

(b) (c) (d)

(e) (f)

(g) 15.

provide other financial advisory and investment banking services as are customary for similar transactions.

TBC has indicated a willingness to act on behalf of the Debtors in such capacity.

CONNECTIONS WITH THE DEBTORS, THEIR CREDITORS, THEIR INSIDERS, AND THEIR RESPECTIVE ATTORNEYS AND ACCOUNTANTS 16. To the best of the Debtors knowledge, the professionals of TBC do not have any

connection with the Debtors, their creditors, their insiders, their shareholders, or their respective attorneys or accountants, except as set forth in the Prepetition Agreements and the Brownstein Affidavit.. 17. As set forth in the Brownstein Affidavit: (a) (b) Neither TBC nor any professional at the Firm holds or represents an interest adverse to the Debtors estates. Neither TBC nor any professional at the Firm is or was a creditor, an equity security holder or an insider of the Debtors; as set forth above, TBC has agreed to waive any claim it may have for services provided prepetition. Neither TBC nor any professional at the Firm is or was, within two years before the Petition Date, a director, officer, or employee of the Debtors. TBC does not have an interest materially adverse to the interests of the Debtors estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, or connection with, or interest in the Debtors, or for any other reason.

(c) (d)

18.

No professional at TBC is related to any United States District Judge or United

States Bankruptcy Judge for the District of Delaware or to the United States Trustee for such district or to any known employee in the office thereof. PROPOSED COMPENSATION 19. the Debtors. 6 Prior to the commencement of this case, TBC has not been paid any amount by

20.

Subject to allowance by the Court, TBC will charge the Debtors for its financial

services on an hourly basis in accordance with its ordinary and customary hourly rates as in effect on the date services are rendered. The current hourly rates charged by the primary or lead TBC professionals who are expected to provide services to the Debtors are as follows3: Hourly $525 $300 to $450 $200 to $300

President Managing Directors Directors and Other professional staff 21.

TBC has agreed that it will cap at $20,000 the amount for which it will seek

payment for fees and expenses during these reorganization cases. Such payment will be made to TBC from funds the Debtors anticipate receiving from their DIP lender, subject to Court approval. In the event that TBC, through provision of services and expenses, is entitled to receive payment in excess of $20,000 during this case, the Debtors contemplate providing for such additional payments as part of a Plan of Reorganization to be filed in this case, if and when confirmed by the Court. 22. The Debtors understand that TBC will bill its customary reimbursements as

charged generally to bankruptcy and nonbankruptcy clients alike, and in accordance with applicable guidelines. TBC is customarily reimbursed for all expenses incurred by it in connection with the representation of a client in a given matter. Such expenses include, without limitation, travel costs, long distance calls, express mail, special or hand deliveries, copying costs, document processing and, in general, all identifiable expenses that would not have been incurred except for representation of a particular client.

It has been the historical practice of TBC to reset its hourly rates from time to time.

23.

TBC intends to apply to this Court for allowance of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and orders of this Court. NOTICE 24. No trustee, examiner, or creditors committee has been appointed in this chapter

11 case. Notice of this Motion has been given to: (a) the United States Trustee for this region, (b) the Debtors twenty (20) largest unsecured creditors; and (c) counsel to the DIP Lender. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. WHEREFORE, the Debtors request entry of an order, authorizing the Debtors to employ and retain The Brownstein Corporation under a general retainer to represent the Debtor as its financial advisor in these chapter 11 cases, and that the Court grant the Debtors such other and further relief as is just and proper.

Dated: March 20, 2012

FASTSHIP, Inc., et al., Debtors and Debtors-in-Possession By: /s/Roland K. Bullard, II Roland K. Bullard Chief Executive Officer

Doc 7044468 Ver 1

EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.
1

) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Joint Administration Pending) Re: Docket No. ______

ORDER PURSUANT TO SECTIONS 327(a) AND 1107 OF THE BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND RETENTION OF THE BROWNSTEIN CORPORATION AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS-IN-POSSESSION Upon the application (the Application) of FastShip, Inc., et al. (the Debtors) for entry of an order authorizing the employment and retention of The Brownstein Corporation (TBC or the Firm) as financial advisor to the Debtors pursuant to section 327(a) and 1107 of Title 11 (the Bankruptcy Code) of the United States Code; and the Court having reviewed the verified statement of Howard Brod Brownstein (the Brownstein Affidavit), President and CEO of the Firm; and the Court being satisfied based on the representations made in the Application and the Brownstein Affidavit that the Firms professionals represent no interest adverse to the Debtors estates with respect to matters upon which they are to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; that notice of the Application was provided to the Office of the United States Trustee for this region and requisite parties in interest and that such notice is sufficient, and that employment of the Firm is necessary and would be in the best interests of the Debtors estates; and sufficient cause appearing therefor, it is hereby

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

ORDERED THAT: 1. 2. The Application is granted. In accordance with section 327(a) of the Bankruptcy Code, the Debtors, as

debtors-in-possession, shall be and hereby are authorized to employ and retain The Brownstein Corporation as financial advisor on the terms generally set forth in the Application, effective as of the Petition Date.
2

Dated: ____________, 2012 HONORABLE BRENDAN L. SHANNON, United States Bankruptcy Judge

All terms not defined herein shall have the same meaning as ascribed to them in the Application.

Doc 7044471 Ver 1

EXHIBIT B

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: FASTSHIP, INC., et al., Debtors.
I

)
)

Chapter 11 Case No. 12-10968 (BLS) Joint Administration Pending

) )
) )

VERIFIED STATEMENT OF HOWARD BROD BROWNSTEIN AND DISCLOSURE PURSUANT SECTIONS 327(a) AND 1107 OF THE BANKRUPTCY CODE AND RULES 2014(a), 2016(b) AND 5002 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE
COMMONWEALTH OF PENNSYLVANIA COUNTY OF MONTGOMERY
2

) ) )

Howard Brod Brownstein, CTP, being first duly cautioned and sworn, deposes and says: 1. I am the President and CEO of The Brownstein Corporation ("TBC" or the

"Firm"), a turnaround management and financial consulting firm which maintains an office at 441 East Hector Street, Suite 205, Conshohocken, PA 19428. I am over 18 years of age and have personal knowledge of all matters testified to herein. I make this statement: (a) in support of the retention of TBC as financial advisor to FastShip, Inc., et al., debtors and debtors-inpossession in these chapter 11 cases (the "Debtors"), and (b) in accordance with sections 327(a) and 329 of Title 11 (the "Bankruptcy Code") of the United States Code, and Rules 2014(a), 2016(b) and 5002 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules").

The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103. The suffix "CTP" indicates that the individual is a Certified Turnaround Professional, a credential that has been awarded in recognition of that individual having accumulated at least five years of turnaround consulting experience, passed a rigorous examination covering finance, accounting management and law, passed a reference check, undertaken to adhere to a Code of Ethics, and maintained skills through a continuing education requirement.

2.

Over the past several months, pursuant to that certain Advisory Agreement dated

effective as ofMay 13, 2011 (the "Advisory Agreement"), as modified by that certain First Modification Agreement dated effective as of May 13, 2011 (the "First Modification Agreement", and collectively, the "Prepetition Agreements"), TBC has advised the Debtors regarding their current financial condition, their financial restructuring alternatives, and their prospective financial needs following commencement of these chapter 11 bankruptcy cases. 3. TBC has extensive experience and knowledge in the financial and transactional

aspects ofbusiness reorganizations under chapter 11 of the Bankruptcy Code and believes that it is qualified to represent the Debtors in this case in a cost-effective, efficient, and timely manner.

SERVICES TO BE RENDERED
4. The Debtors have requested that TBC render the following services to the Debtors

described in the Prepetition Agreements, as generally summarized below: (a) review the business and financial condition of the Debtors and, to the extent feasible, familiarize itself with the business operations, financial conditions and prospects of the Debtors; advise the Debtors on the financial issues and options concerning potential refinancing, recapitalizations or other restructurings; develop and execute a strategic plan, which may include a refinancihg, recapitalization or other restructuring of the Debtors (a "Reorganization"); make appropriate presentations regarding the Debtors and their stratJegic alternatives to the IP Co. LLC (the "DIP Lender'') and certain of the Debtors' creditors (the "Creditors"); assist the Debtors in preparing presentations, discussions and due diligence materials and in negotiations relating to a Reorganization; make presentations to the Debtors' senior management and/or its board of directors as to the status of negotiations or discussions regarding a Reorganization; and provide other financial advisory and investment banking services as are customary for similar transactions.

(b)

(c)

(d)

(e)

(f)

(g)

5.

Subject to this Court's approval of the Application, TBC is willing to serve as

Debtors' financial advisor and accountant and to perform the services described above. DISINTERESTEDNESS OF PROFESSIONALS 6. Except as otherwise set forth herein, to the best of my knowledge the

professionals ofTBC (i) do not have any connection with the Debtors, their creditors, their insiders, their shareholders, or their attorneys or accountants, or with the United States Trustee or any person employed in the office of the United States Trustee, or with the Court, (ii) are "disinterested persons," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 11 07(b) of the Bankruptcy Code, and (iii) do not hold or represent any interest adverse to the Debtors' estates.
3

(a) The Blank Rome law firm, which is a creditor in this case, has provided legal services to TBC's president Howard Brod Brownstein in connection with his mother's estate planning, estate, tax and related matters, which are unrelated to this case. 7. TBC does not represent and has not represented any entity, other than the

Debtors, in matters related to these chapter 11 cases. 8. The review of the entities listed in Schedule 1 has revealed that TBC does not

currently provide services to, nor has it provided services to, the entities listed thereon.

The statements contained herein respecting TBC and its professionals are based upon a conflicts check of the Firm's client database as of March 19, 2012. The Firm's database includes information from as far back as December 14, 2009. The entities subject to the conflicts check include, inter alia, the Debtors' prepetition secured creditors, the top twenty (20) unsecured creditors of the Debtors as of March 19, 2012, and those equity security holders of the Debtor holding 5% or more of the equity securities issued by the Debtor. The en1ities subject to the conflicts check are set forth on Schedule l attached hereto and incorporated herein by reference.

9.

Pursuant to Bankruptcy Rule 2014, TBC will provide the Court with supplemental

information regarding TBC's connections with the Debtors or any of their creditors, if any, as that information becomes available. 10. TBC intends to apply to the Court for compensation and reimbursement of

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for this District, and orders of this Court. Subject to allowance by the Court, TBC will charge the Debtors for its financial services on an hourly basis in accordance with its ordinary and customary hourly rates as in effect on the date services are rendered. The current hourly rates charged by the professionals who are expected to provide professional! services to the Debtors are as follows:
4

Hourly President Managing Directors Directors and Other professional staff 11. $525 $300 to $450 $200 to $300

TBC will bill its customary reimbursements as charged generally to bankruptcy

and nonbankruptcy clients alike. TBC is customarily reimbursed for all expenses incurred by it in connection with representation of a client in a given matter. Such expenses include, without limitation, travel costs, long distance calls, express mail, special or hand deliveries, copying costs, document processing and, in general, all identifiable expenses that would not have tleen incurred except for representation of a particular client 12. Debtors. Prior to the commencement of this case, TBC has not been paid anything by the

It has been the historical practice of TBC to reset its hourly rates from time to time.

13.

No promises have been received by TBC, or any member or employee thereof, as

to compensation or reimbursement of expenses in connection with the Debtors' chapter 11 cases, except as set forth in the Application. There is no agreement of any nature, other than the agreement of the Firm with its regular professionals, as to the sharing of any compensation to be paid to the Firm. TBC is a national firm with a well-established reputation in providing financial and management advisory services, has one shareholder and employee, Howard Brad Brownstein, CTP ("Brownstein"), and several associates (the "Associates"). The Associates each own a separate business entity (corporation, limited liability company, or other legal entity) of which the respective individual is the sole employee. Each of these entities does all or substantially all of its business with TBC pursuant to written independent contractor agreements, and all or nearly all of them are considered regular members ofTBC, and are featured in TBC's marketing literature and on its website. These entities provide the services of the respective Associates to TBC and its clients pursuant to agreements between each such entity and TBC. Compensation received by the individuals' respective business entities is based upon fees received by TBC from particular clients ofTBC. 14. I hereby attest that the professionals at TBC who will be working on this

engagement are familiar with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules for this District, and shall comply with them. FURTHER AFFIANT SAYETH NAUGH~

//L----Howard Brad Brownstein, CTP SWORN TO BEFORE ME and subscribed in my presence this

/q

da of

M/11-L.,

2012.

SCHEDULE 1 a. Debtors FastShip Atlantic, Inc. FastShip, Inc. Thornycroft, Giles & Co., Inc. b. Non-debtor affiliates c. All pre- and post-petition lenders (include all members of lending groups) IP Co., LLC d. Current and former D&Os of the Debtors Bullard, Roland K. II Carlin, Andrew R. Chambers, Kathryn R. Colgan, Dennis J. Jr. Giles, David Laurent Rankin, Christopher J. e. Top 20-50 unsecured creditors, making sure to include members of any creditors committee ADI Consulting Aegis Property Group Argent Group Ltd. Blank Rome LLP Conrail Cornelison, Ronald F. Corporate Support Services DEJP Holdoings LLC Duane Morris Fountain, Michael Hearn, Peter IZAR Contrucciones Navales S.A. Jonathan Byrnes & Co. Opencroft Ltd. Osprey (U.K.) Ltd. Pedersen, Einar Sloane, A. Richard Strategic Advisors The Royal Bank of Scotland plc Urban Engineers, Inc.
f.

Stalking horse purchaser (if known)

g. Major equity holders, and, if there is an equity committee, the members of that committee Asson, Phyllis A. Asson, Thomas H. Bancroft, Ellen Coffin Bancroft, Frederic W. Beck, Thomas C. Bendor Grosvenor Benoliel, Peter A. Bishopsgate Settlement c/o Gabriella Grosvenor Bridges, David C. Bromley, James I-I. Brown,Richard P., Jr. Carlin, David P. Carlin, Philip E. Carlin, William E. Carnemark, Anne Marie Carnemark, Curt Chambers, William B. Chimerine, Lawrence Christie, Guy Churton, Christopher H. Churton, Crispin Colgan, Dennis J. Colgan Enterprises Cornelison, Ronald F. Cunningham, Lynn P. Daub, W. John, III David Carlin Family Investments, LLC Davidson Trust Company Day, Rodney D. III Delaware River Port Authority DeVore, Richard A. Dillon, Joseph A. Dillon, Marie M. Dougherty, William V. III DuPont, Elise W. Dunn, David E. Edelman, John Edelman, Margaret Estate of Admiral of the Fleet The Lord Forrest E. Mars, Jr. Revocable Trust Forster, Charlotte Katherine Foster, Richard L. Giles, David L.

Giles Family Trust Giles, Thomas L. Giles, William Leonard Giles, Henry John Giles, Katherine Sarah Giles, Robert David Giles, Tamsin Giller, Katharine C. Graham, William A. IV Goss Family Trust Grosvenor, Gabriella M. Haas, John C. Hamhass Carlyle Iloldings Hamilton, Ian Harris, Timothy A. Hearn, David W. Hearn, Elizabeth F. Hearn, Josephine W. Hearn, Peter Hill, Jefferson B. Hill, Joseph J. Hill, Elizabeth B. Holmes, Joan R. Huff, Lawrence Hurd, Janet Heymann Jenkins, David N. Johnson, Collister, Jr. McAlain, Robert McDonough, Henry C. McKeel, Margarett McKeel Family Partners, L.P. McKeel, Sam S. Monster, Johannes C. Nancy M. Boyes Family Trust Nichols, Michael T. Nichols, Rosemary Nimol Limited Osprey Ltd. Phillipps, Geoffrey Piasecki, V.W. Pitts, Henry C. Posada Verde L.P. Rankin, Christopher J. Rankin, Ingrid Ransom, Clifford F., II Reilly, Thomas J., Jr.

Sangberg ApS Saunders, David Clive John Sayre, Clifford M. Shiekman, Laurence Z. Sheikman, Marjorie Silverman, Milton C. Soper, Belinda Soper, James Anthony Starefossen Forvaltning A/S Stephansky, Anne STH-05 ApS Strategic Advisors Ltd. Terminal Holdings LP The Berl Bernhard Trust The Estate of John J.F. Sherrerd The Executors ofT. Martin Clucas, Decca The Stepney Gulston Trust Tolson, Jay Trust UA Dora B. Hillman et al. TTS Technology ASA Wells, Anthony R. Whelan, Daniel J. Williams, Stephen Anthony Wright, Carolyn G. Wright, David R. Wright, Patricia Zug, Jim

h. Major litigation parties

i.

Judges of Delaware Bankruptcy Court Carey, Kevin J. Gross, Kevin Shannon, Brendan L. Sontchi, Christopher S. Walrath, Mary F. Walsh, Peter J.

j.

Office of US Trustee Buchbinder, David DeAngelis, Roberta Hackman, Benjamin Kenney, Mark Klauder, David Leamy, Jane Patton, Tiiara

Sarkessian, Juliet Schepacarter, Richard Tinker, Thomas Patrick

EXHIBIT C

ADVISORY AGREEMENT

This Advisory Agreement (the ''Agreement'") made effective as of the 13'h day of May, 201 L by and between Fastship, Inc., a Delaware corporation, and its affiliates and subsidiaries (which shall be jointly and severally responsible for obligations hereunder and are collectively referred to as "Client"), with its principal place of business at 1608 Walnut St.. S.SO I. Philadelphia. PA 19103 and The Brownstein Corporation, with offices at 441 East Hector Street, Conshohocken, PA 19428 ("Advisor").
WHEREAS, Client desires to retain the services of Advisor as set forth herein in accordance with the terms and conditions of this Agreement: and WHEREAS, Advisor desires to provide the services to Client as set torth herein. in accordance with the terms and conditions of this Agreement: NOW THEREFORE. in consideration of the mutual promises set forth herein. and intending to be legally bound. Client and Advisor hereby agree as follows: I. ADVISORY SERVICES TO BE RENDERED ON A REASONABLE EFFORTS BASIS

A. Scope of Work, on an as-requested basis I. Advisor is hereby appointed Client's Financial Advisor in connection with its plans to file a petition under Ch. II of the Bankruptcy Code (the ''Filing'' or "Petition ..). in order to obtain the funding necessary to permit Client to pursue litigation related to alleged infringements of its intellectual property (the ''Litigation'').

2. Prior to the Filing. Advisor shall provide advisory services to Client in connection with planning for the Filing .. 3. Upon the Filing. Advisor shall serve as Client's Financial Advisor in the bankruptcy proceeding, subject to the approval of the Bankruptcy Court (the "Court''). Advisor's duties shall include assisting Client's legal counsel in preparing a Liquidating Plan of Reorganization (the "Plan") and a Liquidation & Litigation Trust or similar trust (the "Trust"). 4. Upon Plan confirmation by the Court. Advisor shall serve as the Trustee under the Trust created by Client's Plan. subject to Court approval. 5. Advisor in its role as Trustee shall carry out its duties as defined in the Trust. including, inter alia: a. Be the Plaintiff in the Litigation. and support Client's legal counsel therein; b. Wind-down the corporate affairs of Client; c. Store Client's records as may reasonably be required to support the Litigation and comply with applicable law: d. Sell any remaining property. including, without limitation, intellectual property. of Client.

B. Advisor and its personnel do not hold themselves out as having the licenses of. nor do Advisor and its personnel perform the services ot: attorneys, accountants. brokers or other service providers requiring a license.
C. Unless otherwise specified in writing by Advisor, Advisor docs not promise any par-

ticular results or outcomes in connection with services provided hereunder.

II. REPORTING RESPONSIBILITY

A. Until the Filing. Advisor will report to Client's Board of Directors. whose names and contact information are listed on Exhibit A attached hereto, with daily contact being Mr. Roland K. Bullard, II. Client's President. After the Filing. Advisor in its role as Trustee shall be governed by the Trust.

Ill.

REGULATORY COMPLIANCE
A. All regulatory compliance decisions concerning Client's business are the responsibility of Client; and, without limitation. Advisor shall have no duty. no responsibility. and no authority with respect to regulatory compliance duties. including. without limitation: (1) the management. handling. transport. disposal or remediation of hazardous wastes or hazardous substances; (2) compliance with applicable federal, state or local statutes, ordinances. regulations. orders and requirements of common law in any way affecting or pertaining to health. safety or the environment; and (3) filings with federal and state securities authorities and federal, state and local taxing authorities.

IV.

TERM OF AGREEMENT
A. This Agreement wHI be for a term of five years. commencing at the beginning of business on May 13. 2011 and ending on May 13. 2016 (Ending Date"). In the event written notice of termination of this Agreement is not provided by either party to the other within 15 days of any Ending Date. the Ending Date shall be deemed extended by one year. B. Notwithstanding the foregoing Section IY(A). this Agreement (but not the Trust) shall terminate upon seven (7) days written notice by either party to the other as provided herein.
C. Sections VI. X and XI shall survive termination hereof

V.

PLACE OF WORK
A. Advisor's services shall be performed at Advisor's offices or such other location as Advisor may reasonably decide.

Vl.

FEES TO ADVISOR
A. Retainer Subject to Client receiving Debtor-in-Possession financing, Client agrees to pay t? Advisor a retainer of $50,000 after the Filing, subject to Court approval, to be mamtained as security throughout the term of this Agreement. to be applied if necessary

against the tina! invoice tor tees and expenses and the balance. if any, to be refunded to Client without interest. or utilized as provided for in accordance with a Plan of Reorganization confirmed by the Court . B. Fees and expenses Client agrees to pay fees for services rendered by personnel of Advisor (including in its role as Trustee) based upon the hourly rates set forth below. as such rates may be adjusted from time to time with reasonable advance notice to Client. Travel time will be charged at one-half of the applicable hourly rate. Client also agrees to reimburse Advisor for reasonable expenses incurred by Advisor by reason of this Agreement. including. without limitation. for travel. phone, fax and courier. Hourlv $525 $300 to $450 $200 to $300

President Managing Directors Directors and Other protcssional staff

C. Billing and Payment

1. Until Filing. Advisor agrees to render weekly invoices to Client for fees and expenses of its personnel. Any delay in rendering such invoices shall not constitute a waiver by Advisor of such tees and expenses. Client agrees to pay such invoices upon receipt by wire transfer to Advisor's bank: TD Bank, Philadelphia. PA. ABA# 036-001808. Account #36-030853-0. with telephone notification to Howard Bro\\nstein at 215-280-0194. If Advisor agrees in writing, payments may be made by check upon receipt of invoice. In the event Client files bankruptcy and seeks to engage Advisor as its Financial Advisor in its bankruptcy proceeding (subject to Court approval), Advisor agrees to waive any fees due at Filing. 2. After Filing but prior to Plan confirmation, Advisor agrees to render monthly invoices to Client for fees and expenses of its personnel. Any delay in rendering such invoices shall not constitute a waiver by Advisor of such fees and expenses. Subject to Court approval, Client agrees to pay such invoices upon receipt by wire transfer to Advisor's bank: TD Bank. Philadelphia. PA, ABA# 036-001808. Account #36-030853-0. with telephone notification to Howard Bro....nstein at 215280-0194. If Advisor agrees in writing, payments may be made by check upon receipt of invoice. 3. After Plan confirmation. Advisor shall render such invoices as are required by the Trust. 4. Advisor estimates in good faith that its fees for the period after Filing and until Plan confirmation will be approximately $20.000, plus reasonable expenses. and that its fees for the period following Plan confirmation when Advisor is serving as Trustee will be approximately $10,000 per year, plus reasonable expenses. The foregoing estimates are based upon there being no litigation or other controversy raised in connection with Client's plans or the execution thereof. nor any assistance Advisor is requested to render in support of Client's (or the Trust's) potential litigation. If at any time Advisor (or the Trustee) determines that these estimates cannot be met. Advisor (or the Trustee) shall promptly notifY Client (if prior to Client's dissolution) in writing, together with the reasons therefor. 3

D. Taxes Client agrees that all taxes due from Client by reason of amounts payable, or paid, to Advisor under this Section VI (including. without limitation. sales and payroll taxes) are the responsibility of and to be paid by Client. E. Success Fees I. Client shall provide in the Trust that Advisor in its role as Trustee shall, in addition of all other amounts due Trustee, receive a Success Fee of$1 00,000, plus twenty-five basis points (0.25 %) times the gross proceeds of the Litigation calculated prior to deduction for payments to counsel or any other party, subject to the Trust receiving proceeds from the adjudication and/or settlement of the Litigation totaling at least $2 million. calculated before deduction of payment to any party.

VII. STATUS OF ADVISOR

A. Advisor and all personnel of Advisor shall perform all services hereunder as independent contractors and not as employees of Client. and neither Advisor nor its personnel shall receive any remuneration from Client. including participation in disability. retirement. pension. profit sharing or other benefit or deferred compensation plans of Client. otber than as set torth herein.

VIII. INFORMATION AND CONFIDENTIALITY

A. lntormation Client agrees to provide Advisor access to all financial and other information and records and to Client's directors. officers. employees. representatives. creditors and other stakeholders as Advisor reasonably deems appropriate. B. Contidentiality Until Plan confirmation. all information concerning Client's business, whether or not in writing, of a private, secret or confidential nature concerning Client. is and shall remain the exclusive property of Client. and no such information shall he divulged by Advisor to third parties. other than in the reasonable course of the performance of services to be rendered hereunder. unless information becomes public knowledge or is required by law or order of a court. C. Representations Client is unaware of any material misrepresentation or misstatement with respect to information provided or to be provided to Advisor. and will immediately notify Advisor in writing if at any time Client discovers that there has been such material misrepresentation.

IX.

ENGAGEMENT OF OTHERS
A. If Client requests in writing that Advisor arrange for services of a third-party. Client will compensate such third-party service providers, including, without limitation, attorneys, accountants, financial advisors, brokers. and property managers, in accordance with the agreed compensation terms of such third-parties. 4

X.

INDEMNIFICATION AND HOLD HARMLESS

A. lndemnitication and Hold Harmless Client agrees to indemnify and hold harmless Advisor. 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 Advisor is a party. as and when incurred. directly or indirectly. caused hy. relating to. based upon or arising out of Advisor acting for Client pursuant to the Agreement. Advisor shall not he held liable for errors in judgment. Notwithstanding the loregoing. Client shall have no duty to indemnify or to hold harmless Advisor 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 unlawtul activities of Advisor. H. Limitation of Liability Client and its subsidiaries agree that Advisor"s liability to Client. to the extent not otherwise limited. indemnified or held harmless hereunder. is further limited to the amount of tees paid to Advisor hereunder. C. Included lndemnitees These indemnification and hold harmless provisions shall be in addition to any liability which Client may otherwise have to Advisor. and shall include in addition to Advisor. Advisors al1iliated entities. directors. otlicers. employees. agents and controlling persons of Advisor within the meaning of the federal securities laws. All references to Advisor in these indemnilication and hold harmless provisions shall be understood to include any of the foregoing. D. Counsel and Notitication of Client Ir any c !aim. action, proceeding. or investigation is commenced as to which Advisor proposes to demand such indemnification and to be held harmless. it will notify Client promptly upon becoming aware of any such action. proceeding or investigation. Advisor will have the right to retain counsel of its own choice to represent it. and Client 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 Client and any counsel designated by it. Client will only be liable lor any settlement of any claim against Advisor made with Client's written consent. which consent shall not be unreasonably withheld.

XI.

MISCELLANEOUS PROVISIONS
A. Entire Agreement This Agreement constitutes the entire understanding and Agreement between the parties hereto with respect to the subject matter hereof and may not be amended. changed. modified. or supplemented. except in writing signed by each party. for which purposes an exchange of electronic mail or faxes clearly indicating mutual agreement shall be acceptable.
B. Assignment Neither party shall sell. assign. convey or othenvise transfer this Agreement, or any of the rights. interests or obligations hereunder to any other party without the prior writ-

ten consent of the other party. except that Advisor may assign this Agreement to a corporation in which Howard Brod Brownstein is a shareholder. C. Notices Any v.Titten notice required to he given hereunder shall he validly given if delivered personally or sent by registered or certified mail. postage prepaid. to the address of the party set forth in the opening paragraph of this Agreement. or to such other address as one party shall provide in writing to the other in accordance with this paragraph.

D. Interpretation and Choice of forum

The validity. interpretation. and enforcement of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania applicable to Agreements made and to be tully performed therein. The parties agree that any controversy arising hereunder shall be brought in the Court of Common Pleas for Montgomery County. Pt.'llnsylvania. which the parties agree is an appropriate and convenient torum. E. Waiver The waiver of any breach of any provision of this Agreement by a party to this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party. F. Separability of Provisions If any provision of this Agreement shall be or become illegal or unenlorceable in whole or in part for any reason whatsoever. the remaining provisions shall nevertheless be deemed. valid. binding and subsisting. G. lleadings and Paragraphs The headings and paragraphs of this Agreement are for convenience only and shall not atTect the interpretation of this Agreement.

XII. DISCLOSURE
A. Advisor hereby discloses that Advisor has many relationships in the business community involving lenders. law lirms. ac..-:ounting lim1s. consulting firms. independent consultant contractors. and others. The;e relationships may include Advisor in the past or currently: receiving client refen-als. prodding client referrals. providing or receiving professional services. employing employees or contractors or serving as a conrractor. and other types of relationships. These relationships may include lenders. protessionals or others that have a connection with Client and/or Advisors services provided under this Agreement. Such relationships arc expected to continue and new ones may begin during the provision of services hereunder. Advisor represents that its independence in providing services hereunder is not compromised by such relationships. and is willing to confer with Client at Client's request concerning the specific nature of any such relationships Advisor may have. B. The foregoing paragraph is provided only as a general disclosure to Client. and is not intended to contravene or substitute for any application to the Court for employment in Client's bankruptcy proceeding. or tor information provided pursuant thereto. Advisor agrees that it shall at all times comply with legal requirements concerning dis6

closure to the Court of its business relationships.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.

Fastship, Inc.

Hy:

~~~~,~------Roland K. Bullard, II President

Exhibit A

Client's Directors and their Contact lnlormation

EXHIBIT D

FIRST MODIFICATION AGREEMENT

This First Modification Agreement (the "First Modification Agreement") made effective as of the 13 1h day of May, 2011, by and between Fastship, Inc., a Delaware corporation, and its affiliates and subsidiaries (which shall be jointly and severally responsible for obligations hereunder and are collectively referred to as "Client"), with its principal place of business at 1608 Walnut St., S.501, Philadelphia, PA 19103 and The Brownstein Corporation, with offices at 441 East Hector Street, Conshohocken, PA 19428 ("Advisor").

WHEREAS, Client and Advisor are parties to that certain Advisory Agreement dated May 13, 20 II (the "Advisory Agreement") pursuant to which Advisor has performed satisfactorily; and WHEREAS, Client and Advisor mutually desire to modify the terms of the Advisory Agreement as set forth herein, and otherwise mutually desire the terms and conditions of the Advisory Agreement to continue in full force and effect unless specifically modified hereby. NOW THEREFORE, in consideration ofthe mutual promises set forth herein, and intending to be legally bound, Client and Advisor hereby agree as follows: I. Section VI(C) of the Advisory Agreement is deleted in its entirety and following is substituted therefor:
C. Billing and Payment 1. Until Filing, Advisor agrees to render invoices to Client for fees and expenses of its personnel. Any delay in rendering such invoices shall not constitute a waiver by Advisor of such fees and expenses. Client agrees to pay such invoices upon receipt by wire transfer to Advisor's bank: TD Bank, Philadelphia, PA, ABA# 036-001808, Account #36-030853-0, with telephone notification to Howard Brownstein at 215-280-0194. If Advisor agrees in writing, payments may be made by check upon receipt of invoice. In the event Client files bankruptcy and seeks to engage Advisor as its Financial Advisor in its bankruptcy proceeding (subject to Court approval), Advisor agrees to waive any fees due at Filing. 2. After Filing but prior to Plan confirmation, Advisor agrees to render monthly invoices to Client for fees and expenses of its personnel. Any delay in rendering such invoices shall not constitute a waiver by Advisor of such fees and expenses. Subject to Court approval, Client agrees to pay such invoices upon receipt by wire transfer to Advisor's bank: TD Bank, Philadelphia, PA, ABA# 036-001808, Account #36-030853-0, with telephone notification to Howard Brownstein at 215280-0194. If Advisor agrees in writing, payments may be made by check upon receipt of invoice. 3. After Plan confirmation, Advisor shall render such invoices as are required by the Trust. 4. Advisor estimates in good faith that its hourly fees for the period after Filing and until Plan confirmation will be approximately $20,000, plus reasonable expenses,
1

and that its fees for the period following Plan confirmation when Advisor is serving as Trustee will be approximately $10,000 per year, plus reasonable expenses. The foregoing estimates are based upon there being no litigation or other controversy raised in connection with Client's plans or the execution thereof, nor any assistance Advisor is requested to render in support of Client's (or the Trust's) potential litigation. If at any time Advisor (or the Trustee) determines that these estimates cannot be met, Advisor (or the Trustee) shall promptly notify Client (if prior to Client's dissolution) in writing, together with the reasons therefor. Any amounts due Advisor for hourly fees and/or expenses which exceed the above budgeted amounts, up to $100,000, and/or which, for any reason, are not paid upon receipt of invoice, shall be paid to Advisor on the same basis as payments to Client's bankruptcy counsel which exceed its fee budget..

II.

Section VI(E) of the Advisory Agreement is deleted in its entirety and following is substituted therefor:
E. Success Fees

I. Subject to Court approval, Client shall provide in the Trust that Advisor in its role
as Trustee shall, in addition of all other amounts due Trustee, receive a Success Fee of$100,000, plus twenty-five basis points (0.25 %) times the gross proceeds of the Litigation, if sufficient monies remain after payments under the Plan to Pepper Hamilton LLP (the Trust's prospective counsel for the Litigation) and to Rembrandt IP Management, LLC or its affiliate (Client's prospective Debtor-inPossession lender) are first paid from gross recovery from the Litigation. There may not be sufficient funds available from the Litigation to pay bonuses to individuals to be designated in the Plan by Client as key to the Litigation, and the Success Fees to Advisor in its role as Trustee hereunder. If funds are not available to pay such bonuses and Success Fees in full, all recipients of bonuses and the Advisor in its role as Trustee will be paid their respective bonuses and Success Fees on a pari passu basis, subject to Court approval.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

Fastship, Inc.

The Brownstein Corporation

By: Roland K. Bullard, II President

By: Howard Brod Brownstein, CTP President