During the past several years, EP has had fewer personnel
resources that can be devoted to developing training materials, including
developing phase and CPE texts as well as providing instruction to EP agents. As a result, EP does not have sufficient
resources to develop and implement various training projects that are critical
in addressing the current training needs of the EP agents.

The purpose of this contract is to provide additional
resources for various training projects, as well as work with graduate law
students, who can also provide EP with additional personnel resources.

EP’s long term goal is to hire additional personnel so
that EP has sufficient resources to develop and implement various training
projects without significantly impacting field personnel. Such a staff can ensure that EP agents have
the best training materials so that they can stay current and understand the
frequent and significant changes that take place in the pension area.

The scope of the contractor's duties will include developing
and teaching EP training materials. The
purpose of these training materials is to increase EP technical employees’
skill in recognizing and applying retirement plan issues in his/her work. The
duties will also involve supervising graduate law students who will develop
training materials.

Unless otherwise specified in this Statement of Work, the
contractor will have sole discretion as to the sequence of performing the
duties under the contract. EP personnel will not have day to day supervisory
responsibility of the contractor. However, many of the duties described below will require the
contractor to be part of a team of instructors or writers.

There are three overall objectives:

1. Develop
   EP training chapters to be used for EP CPE and Phase instruction.

1. Develop
   EP training chapters to be used for EP CPE and phase instruction in
   conjunction with graduate law students of various law schools. This includes supervision of such
   students and editing their work product.

1. Teach
   EP agents various EP CPE and phase courses, including both classroom and
   Centra environments.

This is an approximately 8 month contract, which will end
during the month of May, 2009. This
contract assumes 22 working days per month, and eight hours for each
workday. The total hours that will be
paid under this contract are 1307.

The estimated time for each objective is as follows:

1. Developing
EP training chapters, including editing chapters from both the graduate law
students and the embedded training team—720 hours or 55% of contract time,

2. Supervising
graduate law students- 160 hours or 12% of contract time,

3. Teaching
EP courses as well as other duties (see below) – 427 hours or 33% of contract
time.

The table below will provide a list of specific tasks to
be completed by the contractor by the end of the contract:

Task

Description of Task

1

Develop two CPE chapters (see
below for specific content)

2

Supervise graduate law students
who will re-write and update Two chapters from Phase V, Phase VI, (see below
for specific content). Estimated
number of students – 5-7.

3

Edit and format chapters after
graduate students finish their assignments

4

Coordination with Law Schools’
administrative staff and professors

5

Teach 24 hours-Non-EPTA course (see
specific topics below).

6

Teach 12 (6 chapters, 2 times
per week) Phase IV Centra sessions, including preparing PowerPoints (see
specific chapters below).

7

Research, editing, and formatting
other CPE chapters as designated by Embedded Training Team (with input from
the CPE Advisory Group).

A Task Training Team will be assigned to each task. This team will be responsible for reviewing
and approving the work in progress drafts and completed projects for each
task.

Team members include the EP Embedded Training Team, senior
EP agents who are designated by EP Mangement and the TE/GE L & E
representative.

The Contractor will be in constant communication with
various members of the applicable Task Training Team. For example, some members of the team may
be reviewing examples, or upon review, suggest additional examples or
illustrations for the text. Other
members of the team may be reviewing the Contractor's work. The specific duties with respect to the
Task Training Team will be described below.

The contractor will work closely with the applicable Task
Training Team. The contractor will develop
EP training chapters for either Centra supplemental sessions or CPE
instruction. The contractor will
provide a weekly update and drafts of the progress with respect to these
chapters.

The contractor will keep track with respect to the number
of hours that were spent on each chapter. The contractor will have 160 hours to develop each chapter for a total
of 320 hours.

The chapters will be delivered by January 30 for final
review. The chapters will be completed
by March 30. The two chapters are as
follows:

1. A
401(k) chapter on the ADP test, and

2. A
401(k) chapter on correction methods.

A chapter on the 401(k) final regulations covering the
Actual Deferral Percentage test.

EP agents should be able to distinguish between the
current and prior year method used to calculate the ADP test, as well as
correctly review each method.

Agents should be able to recall the additional rules for
the prior year testing method, including:

1. The
   rules for changing the testing method,

1. the
   situations permitting a change to the prior year testing method,

Overall objectives of ADP chapter (continued)

1. The
   calculation of the ADP under the prior year testing method for the first
   plan year,

1. The
   plans using different testing method for the ADP and ACP test, and

5. The
rules for plan coverage changes.

Such chapter will also include a discussion of the
definition of highly compensated employees under section 414(q), as well as
the definition of compensation as defined under section 414(s). EP agents should be able to recall the
definitions of highly compensated employees and compensation that are used to
calculate the ADP test.

In meeting these objectives above, the chapter will be
based on the 401(k) final regulations as well as other publish guidance to
explain the above technical requirements. In addition, the chapter will include
examples and illustrations to explain these requirements. The specific nature
and number of examples and illustrations will be determined in conjunction
with an EP reviewer and an EP audit consultant.

The contractor will also be responsible for developing a
chapter on the 401(k) correction methods. The objectives of the chapter are as follows:

1. EP
   agents should be able to recall the available correction methods under
   section 1.401(k)-2 (b),

1. EP
   agents should be able to review qualified nonelective contributions or
   qualified matching contributions amounts to verify that these amounts
   properly correct an ADP failure,

1. EP
   agents should be able to review distributions used to correct an ADP
   failure,

1. EP
   agents should be able to recall the methods of allocating income,

1. EP
   agents should be able to recall the tax treatment of corrective
   distributions,

1. EP
   agent should be able to review the recharacterization of excess
   contributions which are used to correct an ADP failure, and

1. EP
   agents should be able to recall the rules applicable to all corrections,
   as provided in section 1.401(k)-2(b)(4).

In meeting the objectives above, chapter will be based on
the final 401(k) regulations, as well as examples and illustrations to
explain the above technical requirements.

The contractor will supervise graduate law students for
the spring semester, starting in January 2009. The contractor's duties will be to help the
students write two specific technical pension chapters for Phases V and VI. For details on these topics, please see
below.

In supervising these law students, the contractor will be
responsible for teaching the students the appropriate writing style for EP
agents, as well as legal research and pension law. The contractor will also
be responsible for explaining the structure of EP, as well as the functions
of an EP agent. The specific duties are described immediately below.

The contractor will provide targeted writing assignments,
breaking down each chapter into discrete sections to be worked on by the
students. At the beginning of each
writing assignment, the contractor will explain to each student the overall
technical requirements, including the pension law and other published
guidance.

At the beginning of each writing assignment, the
contractor will review with each student an overview of the specific legal
research necessary for such assignment. In addition, the contractor will review the published guidance that is
necessary to carry out the writing assignment.

The contractor will have an ongoing responsibility of
teaching specific legal research to the students as the writing assignments
progress. The level of legal research
to be taught to each student will depend on the student's skills and prior
experience.

At the beginning of each assignment, the contractor will
explain the writing style for developing the EP chapters. The
contractor will also have an ongoing responsibility to explain the writing
style in more detail as needed for each student. Thus, this responsibility will vary,
depending on the writing experience and skills of each student.

The contractor will be responsible for reviewing the work
of each student on a weekly basis. This review is to ensure that each student is correctly progressing
with the assignment. The contractor
will review the technical content as well as the writing style of each
student's work. After this review, the
contractor will be responsible for editing, as well as providing the student
with specific instructions to improve the student’s work.

As with other tasks in this section, this responsibility
will vary, depending on the writing experience and skills of each
student. For example, the contractor
may have to make extensive edits to a particular student's work, while not
making many changes to other students’ work.

1. Re-write
   chapters 3 (Phase V) and 2 (Phase VI) with respect to minimum funding,
   and


2. Re-write
   chapter 1 of both phases V and VI with respect to the calculation of the
   present value of accrued benefits, and minimum contributions.

After the students have completed their writing
assignments and have turned in their chapters, the contractor will have a
responsibility of reviewing the chapters and make any final edits as
appropriate. The chapters will also be
reviewed by the applicable Task Training Team. The contractor will make any edits as
deemed necessary by the team, including adding additional examples,
illustrations, or explanations.

After the chapters receive final approval, the contractor
will be responsible for formatting the chapters in the infomapping format
that is currently used by EP.

The contractor will be responsible for coordinating with applicable
law schools with respect to the selecting the students as well as ensuring
that the students receive credit towards their LLM degree. The contractor will also be responsible for
working with the professors to identify the students’ strengths and
weaknesses before selections are made.

The contractor will be responsible for teaching 24 hours
of the EP Non-EPTA course. The
contractor may prepare PowerPoints or other teaching aids to help EP technical
employees understand the material. The
Student Guide has already been developed. The contractor will be responsible for creating lesson plans for the
chapters he/she is teaching.

The contractor will teach the following chapters:

1. Highly
Compensated Employees,

2. Controlled
Groups, and

3. The
ADP test.

The contractor will be responsible for teaching 6 chapters
of Phase IV. Each chapter will be
taught twice per week via Centra. The
contractor will also be responsible for developing PowerPoints and lesson
plans for each of the 6 chapters. The
Contractor will be working with the Task Training Team with respect to these
topics. Depending on the topic, the
Contractor may also present a Centra session with a senior EP agent. The Phase IV text has been developed.

The contractor will be responsible for teaching the
following 6 chapters:

1. Defined
Contribution Plan Terminations,

2. Controlled
Groups,

3. Employees
vs. Independent Contractors,

4. Summons,

5. Revocations,
and

6. Correction
Programs.

Note that the specific topics are subject to change,
depending on the discretion of the EP Management.

The contractor will be responsible for research, editing,
and formatting other EP training chapters as designated by the embedded
training staff. The contractor will
work with the Task Training Team as part of a team in working on these
chapters.

The specific assignments are to be determined at a later
date.

The deliverables for this task are two completed CPE
chapters, one chapter with respect to the ADP test, and the other chapter
with respect to the 401(k) correction methods (see above for specific
content). This deliverable will also
include drafts submitted by the contractor to the embedded training team for
the team’s review and acceptance (see section below).

The deliverables for this task are 2 chapters with respect
to Phase V and VI (see above for specific content). The deliverables for this task will also
include drafts submitted by the contractor to the embedded training team for
the team’s review and acceptance.

The deliverables for these tasks are the lesson plans,
PowerPoints, and instruction for these courses described above. The
deliverables for this task will also include drafts submitted by the
contractor to the embedded training team for the team’s review and
acceptance.

The deliverables for this task are the chapters that are
assigned to the contractor for review, research, or editing by the embedded
training team.

Task

Description of Task

Allotted hours (out of 1760 total)

Time of delivery

1

Develop two CPE chapters

320 hours (160 hours per chapter)

March 30, 2009

2

Supervise graduate law students
who will re-write and update Phase V, Phase VI, and one CPE chapter (see
below for specific content). Estimated
number of students – 5-7

160 hours (12% of contract time)

End of Spring Semester, 2009

3

Edit and format chapters after
graduate students finish their assignments

107 hours

End of Contract

4

Coordination with Law Schools’
administrative staff and professors

40 hours

Fall semester, September 2008,
Spring semester, January 2009

5

Teach 24 hours-Non-EPTA course
(see specific topics below).

144 hours (120 hours of
preparation time)

November, 2008 and June, 2009

6

Teach 12 (6 chapters, 2 times
per week) Phase IV Centra sessions, including preparing PowerPoints (see
specific chapters below).

156 hours (12 hours instruction,
24 hours preparation per session)

Centra sessions to begin January
09

7

Research, develop, editing, and
formatting other CPE and Phase chapters as designated by Embedded Training
Staff

380 hours

During term of Contract.

Total hours under the contract

1307

Due to the length of the contract and the various
responsibilities outlined above, including supervision responsibilities, the contractor will submit progress reports
every two weeks, along with any drafts, PowerPoints or lesson plans that have
been developed during the two-week period. The contractor will also submit a time report detailing the number of
hours worked on each task, along with such progress during the two-week
period.

Every two weeks, the contractor will submit a detailed
time report (see Appendix A) which provides the number of hours that were
worked on each project and a description of the progress made for such period
of time.

As provided in the attachment, the specific project refers
to the specific chapter that is being developed or taught.

The contractor will be required to submit a partial draft
of any specific project for each graduate student, and for any other project
in which the Contractor spent 5 or more hours. The contractor will be responsible for
providing a detailed description of the progress for any project in which the
contractor spent any time. Each
completed task project will be reviewed as appropriate by the applicable Task
Training Team. Advice will be provided
to the teams by the EP Training Advisory Committee or EP CPE Advisory Group.

The time report for a two-week period will also include
the planned activities for the next two weeks. This will allow the Task
Training Team to see the
contractor's progress, as well as to work with the contractor as to the
priorities of the deliverables.

At the end of each two-week period, the contractor will
have a conference call with the EP Embedded Training Team to go over the time
report and discuss the progress of the projects that the contractor worked on
during those two weeks. Within the
next two business days after the submission of the time report, the embedded
training team will review the time report and the drafts that were submitted
by the contractor. The embedded
training team will also submit the time report to the manager of the program
management staff.

If the drafts are produced by graduate law students, the
drafts will be judged for quality, taking into account the supervisory time
spent by the contractor.

Work in progress drafts produced by the contractor will review
by applicable Task Training Team to judge the quality, taking into account
the nature of the assignment and the time spent by the contractor.

The Task Training Team will use its past experience in
writing, developing lesson plans, PowerPoints, supervising graduate law
students and preparing for instruction in determining whether the progress on
the various projects are appropriate for the hours submitted on the time
report

Within ten business days after the contractor submits a
time report and work in progress drafts for a two-week period, the Task
Training Team will authorize the number of hours for payment under the
contract.

If the contractor has not submitted sufficient progress to
justify the number of hours under the time report, the Task Training Team can reduce the number of hours with respect
to the time report.

Authorization of hours (continued)

Before a final decision is reached by the Task Training
Team with respect to the reduction in hours, the team must have a conference
with the contractor to propose the reduction. This conference will give the contractor an opportunity to justify the
number of hours or to correct the deficiencies found by the team. After the conference, the embedded team may
reconsider the initial reduction. The team must render a final
decision for reduction within 10 business days after the contractor submits a
time report for the two-week period.

If the contractor disagrees with the reduction in the
number of hours, the contractor may request the conference with the manager
of the program management staff.

At the end of a four-week period (a period encompassing
two time reports), the contractor will have conference calls with the applicable Task Training Teams and the manager of the program management
staff to discuss the progress of the various projects per each task. In addition, the contractor will discuss
the goals for the next four weeks.

The manager of the program management staff and the
applicable Task Training Team will have an opportunity to review any drafts
submitted by the contractor during the four-week period under review, and
discuss such drafts with the contractor.

The contractor must furnish all other equipment necessary
to complete performance, except what is provided by the government.

No specific documents are needed. However all training materials must be
developed in the infomapping format.

The contractor must have the following minimum mandatory
qualifications:

1. 20
years or more experience in a position with an accounting firm, law firm, or
actuarial firm specializing in the pension area. If a sole practitioner, 80% or more of time
devoted to pension issues.

2. A
law degree at an accredited law school.

3. A
Masters in tax (L.L.M.)

4. A
Masters in education from an accredited university.

5. An
undergraduate degree in English.

6. 15
years or more experience in publishing articles in the pension area. Must show publication dates. Editing experience preferable.

7. Teaching
experience at an accredited law school, including teaching legal writing and
research for at least one semester.

8. Other
teaching/lecture experience at nonprofit organizations, including the
American Bar Association or State Bar Associations. Such teaching must be in the pension area.

9. Experience
in writing or teaching pension materials for EP in conjunction with graduate
law students.

Contractor will not have access to any taxpayer
records. During the period of the
contract, the contractor will not engage in the practice of law or render
advice on any pension matters. The
current restrictions for IRS employees with respect to outside employment
apply to the contractor during the term of the contract.

Below is the time report that the contractor will be
required to submit every two weeks. This report will be in the Excel program, and the contractor will be
required to provide all of the information on this report.

Time Report for
Statement of Work

Task

Specific Project

Hours

Draft Attached-(Y/N)

Description of Progress

Planned activities for
next two weeks

Draft Chapters

ADP chapter

Correction
methods

Supervising Law Students

Calculation of the
present value of accrued benefits, and minimum contributions, Chs 1

Minimum funding, Ch 3,
Ch 5

Coordination with law
schools

Review responsibilities

Minimum funding, Ch 3,
Ch 5

Calculation of the
present value of accrued benefits, and minimum contributions, Chs 1

Teaching
Responsibilities-Non-EPTA

Highly Compensated
Employees

Controlled Groups

Actual Deferral
Percentage Test

Time Report for
Statement of Work

Task

Specific Project

Hours

Draft Attached-(Y/N)

Description of Progress

Planned activities for
next two weeks

Teaching
Responsibilities-Phase IV-Centra

Defined Contribution Plan Terminations

Controlled Groups

Employees vs. Independent Contractors

Summons

Revocations

Correction Programs

Research, editing, and
formatting other CPE chapters