EFTA00589969

HIGHBRIDGE 
CAPITAL MANAGEMENT, LLC 
FACSIMILE COVER SHEET 
TO: 
Darren Indyke 
FAX NUMBER: 
(212) 750.0381 
Financial Trust Company, Inc. PHONE: 
(212) 750-1176 
FROM: 
Ron Resnick 
FAX NUMBER: 
(212) 287-4915 
PHONE: 
(212) 287-4939 
DATE: 
June 24, 2005 
# PAGES (incl. cover): 10 
Dear Darren: 
The revised Consulting Agreement follows for your review (blackline version). 
Please do not hesitate to contact me if you have any questions. 
Thank you. 
st wishes, 
cc: 
Glenn Dubin 
Mark Roberts 
Bill Shepherd 
Bob Caruso 
Yul Tobaly 
Bill Bulmer 
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CONSULTING AGREEMENT 
This Consulting Agreement (this "Agreement") is effective as of June 1, 2005, between 
Highbridge Capital Management, LLC, a Delaware company (the "Company") with its 
principal office at 9 West 57th Street, 27th Floor, New York, New York 10019, and 
Financial Trust Company, Inc., a United States Virgin Islands corporation ("Consultant"), 
with its principal office at 6100 Red Hook Quarter, Suite B-3, St. Thomas, U.S.V.I. 
00802. 
In consideration of the mutual promises in this Agreement, the parties hereto agree as 
follows: 
I. 
ENGAGEMENT 
(a) 
The Company hereby engages Consultant, and the Consultant hereby 
accepts the engagement by the Company, to provide the Consulting Services (as 
hereinafter defined) to the Company, upon, subject to and in accordance with the terms, 
conditions and other provisions set forth in this Agreement. For purposes of this 
Agreement, the "Consulting Services" shall mean those certain consulting services from 
time to time requested by the Company as are identified on Schedule A hereto. The 
Consultant will assign Jeffrey Epstein to perform all of the services contemplated herein. 
(b) 
In performing its obligations hereunder, the Consultant shall at all times 
act in what it reasonably believes to be in the best interests of the Company and in 
accordance with the highest standards of professional conduct and integrity. Except for 
gross negligence, bad faith or willful misconduct, or violation of applicable law, neither 
the Consultant nor any of its shareholders, officers, directors, employees, attorneys or 
agents shall be liable hereunder or otherwise for any action performed or omitted to be 
performed or for any errors of judgment in connection with the Consultant's performance 
of this Agreement. In no event shall the Consultant be liable to the Company for any 
lost profits or any indirect, consequential, special, incidental, and/or punitive damages of 
any kind or nature whatsoever. 
(c) 
It is understood and agreed that the Company may accept or reject any 
advice given by the Consultant. It is understood and agreed that the Company may 
arrange for or engage other persons or entities to perform the same work that 
Consultant performs hereunder. In no event shall the Consultant have any liability to 
the Company based upon the Company's failure to follow any advice given by the 
Consultant or the Company's following advice given to the Company by any person or 
entity other than the Consultant. Neither the Company's failure to follow any advice 
given by the Consultant, nor the engagement of any other advisors or consultants by 
the Company, whether or not for compensation, shall relieve the Company of its 
obligation to pay the fees due to the Consultant hereunder. 
(d) 
It is understood that the Consultant now performs and, throughout the 
Term, may perform financial and other consulting services, without limitation, those 
similar to the Consulting Services, for various clients other than the Company. The 
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Company acknowledges and agrees that all services to be provided hereunder by the 
Consultant shall be performed on a non-exclusive basis and at times reasonably 
convenient to the Company and the Consultant. 
(e) 
The Company agrees that the Consultant may give advice and take action 
in the performance of its duties with respect to any of its other clients which, depending 
on the characteristics, requirements, directives and objectives of such other clients, may 
differ from the advice given to the Company at any particular time. Nothing in this 
Agreement shall be deemed to impose upon the Consultant any obligation to advise the 
Company to take any action or to omit to take any action which the Consultant, its 
principals, affiliates, employees or other clients may take or omit to take, as the case 
may be, for the Consultant's own benefit or for the benefit of any other client of the 
Consultant, if, in the sole discretion of the Consultant, such action or omission appears 
unsuitable, impractical or undesirable for the Company. 
(f) 
There shall be no minimum number of hours of Consulting Services which 
the Consultant shall be required to provide under this Agreement. 
(g) 
Consultant may not assign its rights or subcontract its obligations 
hereunder to others, without the express prior written consent of the Company. 
(h) 
The Company recognizes that the Consultant will perform some or all of 
the Consulting Services from its offices in the United States Virgin Islands. 
II. 
TERM 
(a) 
Consultant shall provide services hereunder until the earlier of (i) 
December 31, 2009, or (ii) the time this Agreement is terminated as set forth below. 
(b) 
Either the Company or Consultant may terminate this Agreement by 
providing ten (10) days' written notice to the other. If the Company terminates this 
Agreement other than for Good Cause (as hereinafter defined), or the Consultant 
terminates this Agreement for Good Cause, the Company shall promptly pay the 
Consultant the then unpaid portion of the Consulting Fee. If the Company terminates 
this Agreement for Good Cause or the Consultant terminates this Agreement without 
Good Cause, then the Company shall pay the Consultant any then unpaid balance of 
the prorated portion of the Consulting Fee calculated through the date of such 
termination, but no further payment on account of the Consulting Fee shall be due or 
payable to the Consultant for any period after such termination. Upon termination of 
this Agreement, whether with or without Good Cause, the Company shall reimburse the 
Consultant for all of the reasonable out-of-pocket expenses theretofore incurred by the 
Consultant as provided in Section III(b) hereof. 
(c) 
For purposes of this Agreement, a party hereto will have "Good Cause" to 
terminate this Agreement only in the event the other party hereto breaches any material 
provision of this Agreement and such breach remains uncured for a period of thirty (30) 
days after the breaching party is given written notice of such breach by the non-
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breaching party hereto. In addition, the Company will have "Good Cause" to terminate 
this Agreement in the event of the death or disability of Jeffrey Epstein. 
(d) 
Sections IV and V of this Agreement shall survive the termination of this 
Agreement. 
M. 
COMPENSATION 
(a) 
Payments. As compensation for all services to be rendered by Consultant 
pursuant to this Agreement and for the covenants and agreements of Consultant 
contained herein, the Company agrees to pay the Consultant a fee of Two Million Two 
Hundred Fifty Thousand Dollars ($2,250,000) (the "Consulting Fee"). The Consulting 
Fee shall be payable annually in five (5) equal installments of Four Hundred Fifty 
Thousand dollars ($450,000) per annum. The first such installment shall be paid as 
soon as practicable after the execution of this Agreement by the parties hereto upon 
presentation by the Consultant to the Company of an invoice therefor, and each such 
subsequent installment shall be paid, upon presentation by the Consultant to the 
Company of an invoice therefor, on the 1st day of June in each subsequent year of the 
Term. Each invoice shall include a description of the services rendered to the Company 
by the Consultant. The Consultant will deliver to the Company an IRS Form W-9. 
(b) 
In addition, the Qualified Funds (as hereinafter defined) will be permitted 
to be invested in collective investment vehicles managed by the Company or any 
affiliate thereof in an aggregate amount equal to 0.85% of the total amount of (i) assets 
from time to time under management in Highbridge Master 
("HCC"), plus (ii) funds 
engaged in an individual strategy within HCC, on the same fee basis (including with 
respect to incentive fees, incentive allocations, management fees and administrative 
fees) upon which employees of the Company would be able to invest in such funds. For 
purposes of this Agreement, "Qualified Funds" means funds invested by (i) the 
Consultant, (ii) Jeffrey Epstein or (iii) any affiliate of the Consultant owned, directly or 
indirectly, by Jeffrey Epstein, in each such case which are invested for such investors 
and thus directly or indirectly for Jeffrey Epstein's own account. Consultant bears all 
responsibility for paying applicable state and federal income or other taxes with respect 
to any compensation paid to Consultant hereunder. Consultant hereby agrees to 
indemnify and hold the Company harmless from and against any and all losses, claims, 
suits or legal actions with respect to Consultant's legal employment or tax status. 
(c) 
Expenses. The Company shall reimburse Consultant for all of the 
Consultant's reasonable out-of-pocket expenses properly incurred in connection with 
providing services under this Agreement. Such reimbursement shall be made upon 
submission to the Company of adequate and appropriate documentation of such costs 
and expenses. 
IV. 
SOLICITATION 
The Consultant acknowledges and recognizes that Consultant will have access to 
confidential and other proprietary information pertaining to the Company and its 
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businesses and the funds it manages. During the term of the Company's engagement 
of the Consultant and for the one year period after the termination of this Agreement 
(the "Non-Solicitation period"), the Consultant shall not directly or indirectly, induce, 
encourage or suggest any employee or consultant of the Company to terminate 
employment or consultancy with the Company, and shall not, directly or indirectly, 
employ or engage, or offer employment or engagement , to any person, either 
individually or as owner, agent, employee, director, partner, principal, investor, 
shareholder, consultant, advisor or independent contractor or in any similar capacity or 
otherwise, who during the Company's engagement of the Consultant is or was 
employed by the Company. 
V. 
CONFIDENTIALITY 
(a) 
For purposes of this Agreement, the term "Confidential Information" shall 
mean all information of any type which is commonly considered of a confidential nature, 
and includes, but is not limited to, all materials or information (whether or not 
protectable by patent or copyright) commonly considered to be confidential which (i) in 
response to a specific problem or issue raised by the Company to the Consultant is 
developed, furnished or prepared by or on behalf of Consultant for the Company 
pursuant to this Agreement, whether originated, developed, made, conceived or 
authored by Consultant alone or jointly with others, or (ii) constitutes Company trade 
secrets, patents and copyrighted material, original or unique computer applications, 
systems, software and programs created by the Company or exclusively for the 
Company by third parties, original or unique financial models created by the Company 
or by third parties exclusively for the Company, lists of Company clients and their 
contacts and requirements (excluding any clients, contacts and requirements provided 
by the Consultant which were not known to the Company), lists of referrals (excluding 
any referrals provided by the Consultant which were not known to the Company), lists of 
employees or consultants, vendors, suppliers, investing and trading strategies 
developed by the Company or exclusively for the Company by third parties, confidential 
business information of the Company, including strategic plans and business dealings, 
and all other ideas, processes, designs, discoveries, inventions, improvements, 
concepts, methods, procedures, techniques, written material, and other know-how, not 
generally known in the Company's trade or industry (whether or not patentable or 
entitled to trademark, copyright, or other protection), developed or used solely in 
connection with the Company's business, but excluding information or materials which: 
(i) were previously developed, conceived of, or known by Consultant through lawful 
means, (ii) are known, independently ascertainable or readily available to experts, 
experienced personnel or sophisticated practitioners in the Company's trade or industry, 
(iii) are readily available to the public generally, or (iv) are subsequently disclosed to 
Consultant by a third party who is not under any confidentiality obligation to the 
Company. 
(b) 
Consultant hereby acknowledges that during the term hereof, Consultant 
will be given access to Confidential Information. Consultant agrees that during and after 
the term hereof, subject to the Consultant's right to comply with any lawful demand of 
any court or governmental, regulatory or taxing authority having jurisdiction over the 
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Consultant and subject to the provisions of Section V(e) hereof, Consultant will disclose 
Confidential Information to persons or entities, other than directors, officers, employees 
or agents of the Company, only with, and strictly in accordance with the terms of, the 
prior written authorization of the Company. Subject to the Consultant's right to comply 
with any lawful demand of any court or governmental, regulatory or taxing authority 
having jurisdiction over the Consultant and subject to the provisions of Section V(e) 
hereof, Consultant agrees that he possesses no rights of ownership or use in, and shall 
not at any time hereafter claim any rights of ownership or use in, any of the Confidential 
Information. 
(c) 
During and after the term hereof, Consultant shall not remove or cause to 
be removed from the Company's premises or, subject to the Consultant's right to 
comply with any lawful demand of any court or governmental, regulatory or taxing 
authority having jurisdiction over the Consultant and subject to the provisions of Section 
V(e) hereof, use any Confidential Information or other material whatsoever belonging to 
the Company for purposes other than for authorized work Consultant performs 
hereunder. 
(d) 
Subject to the Consultant's right to comply with any lawful demand of any 
such court or governmental, regulatory or taxing authority having jurisdiction over the 
Consultant and subject to the provisions of Section V(e) hereof, upon the earlier to 
occur of (i) a request by the Company and (ii) the termination of this Agreement, 
Consultant will surrender to the Company all Confidential Information obtained by the 
Consultant hereunder. Consultant agrees not to retain any copy of such Confidential 
Information subsequent to the termination of this Agreement, except to the extent 
necessary to keep accurate records of Confidential Information delivered by the 
Consultant to any court or governmental, regulatory or taxing authority having 
jurisdiction over the Consultant pursuant to a lawful demand of any such court or 
governmental, regulatory or taxing authority. 
(e) 
In the event that the Consultant receives a request from any court or 
governmental, regulatory or taxing authority with respect to the disclosure of any 
information, knowledge or data subject to the confidentiality provisions of this 
Agreement, the Consultant shall, if possible and legally permissible, promptly provide 
the Company with written notice of such request and shall, at the Company's sole cost 
and expense, cooperate fully with any efforts on the part of the Company to seek a 
protective order or other relief intended to limit the scope of such disclosure or to ensure 
that any information, knowledge or data so disclosed is accorded confidential treatment. 
If, after compliance with the terms of the immediately preceding sentence, the Company 
is legally obligated to disclose any such information, knowledge or data, the Company 
shall be permitted to do so without being deemed to have violated this Agreement. 
VI. 
INDEMNIFICATION 
Each party hereto agrees to Indemnify and hold the other party hereto and its 
officers, directors, employees, agents and shareholders harmless from any claims or 
liability resulting from the gross negligence or willful misconduct of the indemnifying 
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party hereto in connection with or arising out of this Agreement, including tax or 
withholding obligations, which indemnification by such indemnifying party shall cover all 
loss or liability so incurred by the other party hereto, including, without limitation, 
reasonable attorneys' fees and reasonable costs. 
VII. 
LEGAL RELATIONSHIP 
(a) 
Consultant is for all purposes hereunder an independent contractor, and 
nothing in this Agreement shall be construed or inferred to imply that the Consultant is a 
partner, joint venturer or employee of the Company or that, except as expressly 
provided herein, Consultant is otherwise associated with the Company. Neither party 
hereto shall have any authority to act as an agent of the other party hereto and neither 
party hereto shall make any representation to the contrary to any other person or entity. 
Consultant shall only consult, render advice and perform such tasks as the Consultant 
determines are necessary to achieve the results specified by the Company. Neither 
party hereto shall make any, or otherwise represent to any third party that such party 
has the authority to make any, management decisions for the other party hereto or 
undertake to commit the other party hereto to any course of action in relation to any 
third party. 
VIII. 
BREACH; NO ADEQUATE REMEDY AT LAW; INJUNCTIVE RELIEF 
(a) 
Each party hereto shall be entitled to recover damages, including, without 
limitation, reasonable costs and reasonable attorney's fees, resulting from any breach of 
this Agreement by the other party hereto. 
(b) 
Consultant hereby acknowledges that, subject to the provisions of Section 
V(e) hereof, a violation by the Consultant of any of the covenants and agreements 
contained in Sections IV and V of this Agreement will cause continuing irreparable injury 
to the Company and that in such event money damages would not be readily calculable 
and the Company would not have an adequate remedy at law. Accordingly, Consultant 
hereby agrees and consents that, subject to the provisions of Section V(e) if the 
Consultant violates any of said provisions of this Agreement, the Company, in addition 
to any other rights and remedies available under this Agreement or otherwise, shall be 
entitled to equitable relief, including, without limitation, an injunction to be issued by any 
court or tribunal of competent jurisdiction restraining Consultant from committing or 
continuing any violation of this Agreement. 
(c) 
If the Company shall institute any action or proceeding for such equitable 
relief to enforce the terms of Sections IV and/or V hereof, Consultant hereby waives and 
agrees not to assert the claim or defense that the Company has an adequate remedy at 
law. 
(d) 
The rights and remedies of each party hereto provided for in this 
Agreement shall be deemed to be cumulative and concurrent and in addition to and not 
in limitation or exclusion of all other rights and remedies, whether at law or in equity or 
otherwise, which may exist on the part of such party hereto by reason of any breach of 
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any provision of this Agreement. The exercise or attempted exercise by any such party 
hereto of any such rights or remedies shall not preclude the simultaneous or later 
exercise by such party of any or all other such rights or remedies. No course of dealing 
by any party hereto, or any delay or omission of any party hereto in exercising any 
rights or remedies under this Agreement, shall operate as a waiver of such right or 
remedy or any other rights or remedies of such party hereto. 
IX. 
MISCELLANEOUS 
(a) 
This Agreement represents the entire agreement and understanding of the 
parties with respect to the subject matter hereof and supersedes all prior 
representations, warranties, covenants, promises, undertakings, commitments, 
conditions, agreements and other provisions, whether verbal or written, by any party 
hereto with respect to the subject matter hereof, which representations, warranties, 
covenants, promises, undertakings, commitments, conditions, agreements, and other 
provisions are hereby canceled. Any modification hereof shall not be effective unless 
contained in a writing signed by parties hereto. No waiver of any provision of this 
Agreement shall be effective unless in writing signed by the party against whom such 
waiver is sought to be enforced. No effective waiver of any right under this Agreement 
shall preclude the further exercise of such right or the exercise of any other right under 
this Agreement. Each such effective waiver shall only be effective in the specific 
instance and for the specific purpose for which such waiver is given. 
(b) 
Each provision of this Agreement shall be considered severable such that 
if any one provision or clause conflicts with existing or future applicable law, or may not 
be given full effect because of such law, this shall not affect any other provision of this 
Agreement, which can be given effect without the conflicting provision or clause. The 
parties hereto agree that they will amend the terms of provisions determined to be 
invalid or unenforceable, but only in the most minimal manner necessary to make such 
terms valid and enforceable. 
(c) 
This Agreement shall inure to the benefit of the parties hereto and their 
respective successors and assigns. 
(d) 
Each party hereto hereby represents that that such party has read and 
understands the terms of this Agreement, has had an opportunity to ask any questions 
and to seek the assistance of legal counsel regarding these terms, and is not relying 
upon any advice from the other party hereto in this regard. 
(e) 
This Agreement shall be govemed by the laws of the State of New York, 
excluding its choice of law rules, regardless of where the Company's work is performed 
and any litigation with respect to this Agreement may be brought in the federal or state 
courts located in New York City. Each party hereto hereby irrevocably submits to the 
non-exclusive personal jurisdiction of such courts and agrees that service to such party 
of all process in connection with all proceedings relating to, arising out of or connected 
with this Agreement before any of such courts will be effective if mailed to such party 
postage pre-paid by certified mail, return receipt requested at the address of such party 
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set forth at the opening of this Agreement or to such other address as may be 
designated by such party by notice given to the other party hereto in like manner. 
Executed by the undersigned, effective as of the first date written above: 
HIGHBRIDGE CAPITAL MANAGEMENT, LLC 
By:  
Glenn Dubin 
Co-Chief Executive Officer 
CONSULTANT 
FINANCIAL TRUST COMPANY, INC. 
By:  
Jeffrey Epstein 
President 
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