Attorneys for the Official Committee of Unsecure Creditors UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

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1 1 1 1 JOHN D. FIERO, State Bar No. 1 KENNETH H. BROWN, State Bar No. 0 PACHULSKI STANG ZIEHL & JONES LLP 0 Santa Monica Blvd., th Floor Los Angeles, CA 00-0 Telephone: /- Facsimile: /1-00 Attorneys for Debtor and Debtor in Possession STEVEN H. FELDERSTEIN, State Bar No. 0 THOMAS A. WILLOUGHBY, State Bar No. 1 FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 00 Capitol Mall, Suite Sacramento, CA 1 Telephone: () -00 Facsimile: () - Attorneys for the Official Committee of Unsecure Creditors In re: HELLER EHRMAN LLP, Debtors. UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION CASE NO.: 0-1 Chapter [NO HEARING REQUIRED] DECLARATION OF BRADLEY D. SHARP IN SUPPORT OF THE APPLICATION FOR AUTHORITY TO EMPLOY DEVELOPMENT SPECIALISTS, INC. AS FOR THE DEBTOR AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS I, Bradley D. Sharp, declare as follows:. I make this declaration in support of the joint application of Heller Ehrman LLP, the Debtor and Debtor in Possession herein (the "Debtor" or Heller Ehrman ), and the Official Committee of Unsecured Creditors herein (the Committee ) to employ Development Specialists, Inc. ( DSI) as their Consultants (the Application ). Unless otherwise noted, capitalized terms used in this Declaration have the meanings ascribed in the Application.. I am a Senior Vice President of DSI. The name, address, telephone number, and Case: 0-1 Doc #: Filed: 0//0 Page 1 of -1-

2 1 1 1 facsimile number of the San Francisco office of are: Development Specialists, Inc. California Street Suite San Francisco, CA - Telephone /1- Facsimile /1-. DSI is a leading provider of management and consulting services on behalf of lending institutions, debtors, trustees, secured and unsecured creditors, shareholders, bondholders, and business owners. For almost 0 years, DSI has been guided by a single objective: maximizing value for all stakeholders. DSI has offices throughout the United States and Europe. DSI is typically brought into bankruptcy cases and out of court restructurings to perform business valuations, due diligence, financial restructuring, debt refinance, crisis management, wind down management, and related services.. DSI has extensive experience in cases such as those before the Court, specifically in the following cases: follows: Coudert Brothers, LLP Keck Mahin & Cate Arter & Hadden, LLP Altheimer & Gray Skjerven Morrill, LLP. The professional services which DSI will render to the Debtor are generally as a. Provide management services and staffing as necessary to supplement the Debtor s managers and employees.. b. Advise the Debtor on the wind up of the assets of the bankruptcy estate. c. Advise the Debtor on issues regarding the structure of the wind up and the staffing of the same. d. Preparation of wind down plan and wind down budget. e. Perform such other tasks as may be agreed to by DSI and directed by the Debtor or order of the Court. Case: 0-1 Doc #: Filed: 0//0 Page of --

3 The professional services which DSI will render to the Committee are generally as follows: a. Provide litigation support and expert testimony regarding any claims asserted against Bank of America and/or Citigroup by the Committee; b. Assist the Committee with its investigations into any assets of the Debtor or with respect to any potential claims verses third parties that may be held by the estate; c. Advise the Committee on the options for winding up the assets of the bankruptcy estate and alternatives including but not limited to a conversion of the case; and d. Perform such other tasks as may be agreed to by DSI and directed by the Committee or order of the Court having jurisdiction over the Debtor.. The professional services which DSI shall provide jointly to the Committee are generally as follows: e. Preparation of a written report on the point when Heller Ehrman LLP became insolvent and/or when any of its related entities or partners became insolvent; f. Preparation of a liquidation analysis; g. Preparation of a written report detailing the extent to which individual shareholders of the Debtor s partners (or the Debtor s partners) might be liable to the estate on any theory the Debtor or Committee might posit; provided, however, that such report shall not be deemed an admission by, or an estoppel against, the Debtor or Committee; h. Perform such other tasks as may agreed to by DSI, the Committee and the Debtor, or by order of the Court having jurisdiction over the Debtor; and i. Preparation of a professional fee budget and monitoring of same.. DSI shall be a party to and execute a joint interest agreement between the Debtor and the Committee (the Joint Interest Agreement ). Pursuant to the terms of the Joint Interest Agreement, DSI shall be authorized to share information as follows: j. DSI shall share the results of its analyses (and the work papers supporting those analyses) with the Debtor and Committee equally; Case: 0-1 Doc #: Filed: 0//0 Page of --

4 k. Except for the content of communications it has with the Dissolution Committee and/or the Debtor s professionals, DSI may share with the Committee all the information that it receives or generates pursuant to its duties set forth in paragraph 1(a-e) above; and l. Except for the content of communications it has with the Committee and/or the Committee s professionals, DSI may share with the Debtor all the information that it receives or generates pursuant to its duties set forth in paragraph (a-d) above DISINTERESTEDNESS. DSI has undertaken a thorough review of its computerized database that contains the names of clients and other parties of interest with respect to certain matters. DSI has, or will, run the following parties through its conflicts system: (a) the Debtors; (b) the Debtors current officers and directors; (c) the Debtors secured lenders; and (d) the Debtors thirty-five largest unsecured creditors on a consolidated basis. DSI s investigation has not revealed any actual or potential conflicts of interest with respect to DSI s proposed representation of the Debtors, except as described herein.. I am the chapter trustee of Estate Financial Mortgage Fund ("EFMF") in Case No. 0-1-RR, currently pending in the United States Bankruptcy Court for the Central District of California, Northern Division, and in that capacity, with court approval, hired LECG as accountants. Tom Jeremiassen, a member of LECG, is the chapter trustee of Estate Financial, Inc. ("EFI"), case No. 0--RR, pending in the same bankruptcy court. In our capacities as chapter trustees, Mr. Jeremiassen and I are working in a coordinated manner in order to reduce administrative expenses for the benefit of the estates of EFMF and EFI. To this end, LECG also provides certain accounting services to EFI. Pachulski Stang Ziehl & Jones LLP ( PSZJ ), the Debtor s bankruptcy counsel, is bankruptcy counsel to Mr. Jeremiassen in his capacity as chapter trustee of EFI. 1. DSI is in the process of being engaged as financial advisor in the chapter case of WL Homes, LLC and related entities ( WL ) to be filed in the United States Bankruptcy Court Case: 0-1 Doc #: Filed: 0//0 Page of --

5 1 1 1 in Delaware. PSZJ is bankruptcy counsel to WL. 1. DSI is the post confirmation Distribution Agent in the American Moulding & Millwork ( AMM ) case pending in the United States Bankruptcy Court, Eastern District of California. Felderstein Fitzgerald Willoughby & Pascuzzi LLP, counsel to the Committee, represents AMM with respect to claim objections. 1. DSI and certain of its shareholders, counsel and associates may have in the past represented, may currently represent and likely in the future will represent creditors of the Debtors in connection with matters unrelated to the Debtors and these cases. DSI is not a creditor, equity security holder or an insider of the Debtors.. Neither DSI, nor any employee of DSI, is or was, within two () years before the date of the filing of the petition herein, a director, officer or employee of the Debtors, or consultant to the Debtors.. Neither DSI, nor any employee of DSI has an interest materially adverse to the interests of the Debtors, their estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.. To the best of my knowledge, except as disclosed herein, DSI has no connections with the Debtors, creditors, or any other party in interest, their respective attorneys and accountants, the United States Trustee, any person employed in the office of the United States Trustee, or any insider of the Debtors.. DSI has represented, and will in the future represent, many different clients with various business interests in numerous industries. These clients are often referred to DSI by intermediaries such as lawyers, investment bankers, lenders and accountants. To the extent necessary, DSI agrees to update the disclosure information from time to time if and when additional parties with an interest in or a relationship are identified. I am not related or connected to, and, to the best of my knowledge, no other employee of DSI is related or connected to any United States Bankruptcy Judge or District Judge for the Northern District of California or the United States Trustee for the Northern District of Case: 0-1 Doc #: Filed: 0//0 Page of --

6 1 1 1 California or to any employee in the offices thereof. COMPENSATION. DSI's hourly rates vary with the experience and seniority of the individuals assigned to do the work. The normal hourly rates currently in effect for DSI personnel who are likely to work on this matter are listed below. Bradley D. Sharp $ Joseph J. Luzinski $ Geoffrey L. Berman $ Kyle Everett $0 Yale S. Bogen $ Yuri Kaplanskiy $ These rates are subject to annual adjustment. Various levels of professionals and paraprofessionals will be utilized to ensure that billing rates are in line with the level of responsibility and specialization of tasks. DSI has agreed not to bill for its travel time to San Francisco for Bankruptcy Court appearances or other meetings related to this case.. DSI will also bill the estate for all reasonable and necessary out-of-pocket expenses incurred as permitted by applicable provisions of the Bankruptcy Code, Bankruptcy Rules and the UST Guidelines.. DSI did not and shall not receive a retainer in this case.. DSI understands that all compensation is subject to Sections, 0 and 1of the Bankruptcy Code.. The Debtor and the Committee seeks the approval of the employment of DSI effective as of January, 0, the date DSI began rendering services on behalf of the estate. Approval of employment effective as of January, 0, in this instance is reasonable and necessary. The Debtor and the Committee have required that DSI begin providing services immediately to help address issues currently facing the estate and therefore request that the employment of DSI be approved effective January, 0, which is within thirty (0) days of the filing of this Application.. I declare under penalty of perjury under the laws of the United States of America Case: 0-1 Doc #: Filed: 0//0 Page of --

7 that the foregoing is true and correct. Executed on this rd day of February, 0. /s/ Bradley D. Sharp Bradley D. Sharp Case: 0-1 Doc #: Filed: 0//0 Page of --