UNITED STATES OF AMERICA,

                     V.

                                                               Crim. No. 97- 45 V.

DONALD R. SHIELDS,

Defendant.

AGREEMENT TO PLEAD GUILTY AND COOPERATE

The United States of America, by and through Jay P. McCloskey, United States Attorney for the District of Maine, and Donald E. Clark, Assistant United States Attorney, and Donald R. Shields, hereinafter ("Defendant"), acting for himself and through his counsel, Ricky Brunette, Esq., enter into the following agreement based upon the promises and understandings set forth below:

1. Pursuant to Rule 11 of the Federal Rules of Criminal Procedure (F. R. Crim. P.) , Def endant agrees to waive indictment and plead guilty to a two count information to be filed against him in this case, a copy of which is annexed hereto and incorporated herein by reference. Count One charges him with mail fraud in violation of Title 18, United States Code, §§ 1341 and 2. Count Two charges him with structuring currency transactions in violation of Title 31, United States Code, §§ 5313, 5324(l) and 5322(a)).

2. The parties agree and understand that the maximum statutory penalty which may be imposed upon conviction of Count One is imprisonment of not more that 5 years, and/or a fine of (a) twice the value obtained by the offense; or (b) two hundred and fifty thousand dollars ($250,000), whichever is greater, and a period of supervised release of three years to be served upon completion of any term of imprisonment. The parties agree and understand that the maximum statutory penalty which may be imposed upon conviction of Count Two is imprisonment of not more that 5 years, and/or a fine of (a) twice the value obtained by the offense; or (b) two hundred and fifty thousand dollars ($250,000), whichever is greater, and a period of supervised release of three years to be served upon completion of any term of imprisonment. The parties further agree and understand that the Court must impose a special assessment of $100 for each count payable to the Crime Victims' Fund, which Defendant agrees to pay on or before the entry of the guilty plea.

3. In consideration of Defendant's plea to the above offense, except for criminal tax violations, Defendant will not be further prosecuted by this office for any crimes related to his participation in a scheme to solicit funds on behalf of Catherine Petit for the period 1993 through 1996 and to solicit funds on behalf of Ingrid Keifer for a trading program for the period 1995 through 1996.

4. Pursuant to F. R - Crim. P. 1 1 (e) (1) (B) , the parties agree that if defendant fulfills all the terms and conditions of this Agreement, each party may recommend to the Court the sentence it contends is warranted. The parties expressly agree, however, that even if the Court rejects either or both of the parties' recommendations, the defendant will not be permitted to withdraw his plea of guilty. The parties agree that the Court has the discretion to impose any lawful sentence.

5. Defendant agrees to meet with attorneys and agents of the United States, the Office of the United States Trustee, the appointed trustee in the case of In re Catherine Duffy Petit, bearing Case No. 93-20821 (Bankr. D. Me), and any other federal, state or local law enforcement agency, as needed, to tell honestly and completely all that he knows or has heard about violations of federal and state laws, including but not limited to his involvement and the involvement of others in the offenses set forth in the Information, and to answer honestly and completely all related questions. He agrees to provide to the United States, or to aid the United States in acquiring, all documents and other tangible materials -to which he has access, which will corroborate this information.

6. Defendant further agrees to testify honestly and completely at all grand juries, trials or other official proceedings at which his testimony is requested, in the District

of Maine or in any other district, and agrees to meet with Government agents or attorneys in preparation for such testimony.

7. Defendant further agrees that prior to the date of sentencing, he shall file any required accurate amended tax returns for the years 1993 through 1996 and will pay, or will enter into an agreement to pay, past taxes due and owing by him to the Internal Revenue Service, including applicable penalties, if any, on such terms and conditions as will be agreed upon between him and the Internal Revenue Service.

8. Defendant agrees to assist the United States in effecting the forfeiture or other transfer of any property that may be subject to forfeiture to the United States under any law of the United States.

9. Defendant understands that if any of the information he provides, or any information acquired as a result of the information he provides, reveal that he has violated any state or federal law, the information will be deemed as having been given or acquired under use immunity as set forth in Title 18, United States Code, Section 6001 et sea., and may not be used against him in any criminal proceeding in the District of Maine, other than prosecution for acts or conduct set forth in the information to be filed against him in this case. Defendant understands, however, that use immunity does not protect him from prosecution for violent criminal acts he may have committed, even if he reveals information about those acts during his cooperation with the United States pursuant to this Agreement.

10. Information that defendant provides pursuant to this Agreement shall be considered as given pursuant to United States Sentencing Commission Sentencing Guideline Section lBl.8.

11. If defendant fails to fulfill any condition of this Agreement, including his obligation to cooperate honestly and completely, the United States may in its sole discretion be released from its commitments under this Agreement, may declare the Agreement null and void, and may bring defendant's failure to the Court's attention and recommend at sentencing that the defendant be sentenced to the maximum penalty permitted under this Agreement. The United States Attorney for the District of Maine has sole authority to determine whether defendant has cooperated and has completed all terms and conditions of this Agreement, but agrees not to make a determination adverse to defendant without a material and articulable basis.

12. Nothing in this Agreement prevents the United States from prosecuting defendant for any perjury, false statement or false declaration he may commit while fulfilling his obligations under this Agreement. In addition, should the United States learn that he has committed any violations of state or federal law after the effective date of this Agreement, nothing in this Agreement will prevent the appropriate authorities from prosecuting him for those violations.

13. The United States Attorney's Office agrees to confirm defendant's cooperation to any individual or entity to whom defendant wishes confirmation to be given.

14. Defendant agrees to waive, and hereby does waive, all rights he may have under the Speedy Trial Act, 18 U.S.C. Sections 3161-64, from the date of the execution of this Agreement until the date upon which he is sentenced. The defendant expressly consents to the entry of an Order by the Court excluding this period from Speedy Trial consideration.

15. Defendant hereby waives all rights he has underF.R.Evid. 410 and F.R.Crim.P. 11(e)(6). 16. If the Court rejects this Agreement or defendant'splea of guilty, or defendant withdraws his plea of guilty or breaches this Agreement, defendant will be deemed to have waived all rights he may have to a Kastigar hearing, at which the United States would have to prove that the evidence it would introduce at his trial was not tainted by statements or other information the defendant provided pursuant to this Agreement.

17. Nothing in this agreement requires the United States to move the Court pursuant to United States Sentencing Commission Sentencing Guideline Section 5Kl.l for a downward departure.

18. Defendant understands that the United States has made no promises or agreements other than those in this Agreement, and that none will be made except in writing signed by all parties.

19. Defendant's signature in the space designated signifies his full and voluntary acceptance of this Agreement.