Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Financial Officer of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As Chief Financial Officer of the Company, the Executive shall be primarily responsible for all financial and subject to the directions strategic aspects of the Board of Directors of Milgray and/or the President business of the Company, shall have general supervision, direction including the development and control implementation of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company strategic development plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and preparation and review of the financial operations and financial statements of the Company, as well as all tasks and responsibilities normally associated with responsibilities the office of a Chief Financial Officer of a business of similar size and nature to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of her Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall devote all of her working time, attention and skills to the performance of her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere with the performance Company or any member of his duties hereunderthe Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall be entitled to an office, secretarial help notify the Company in writing of her interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The Company does hereby employ a. Employee shall initially serve as Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Officer ["CEO"] of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report . b. Subject to the President of the Company, and subject to the directions authority of the Board of Directors of Milgray and/or the President Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company, . The Employee shall have general supervision, direction and control report to the Board of the businessCompany and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, officers and employees of Milgray and its subsidiaries; provided, however, that Executive the Employee shall not be required to undertake perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status average of forty [40] hours per week to carrying out his duties hereunder and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company Company, and Milgray during the Term the Employee agrees that he will [i] devote his best efforts and shall not be engaged in any other duties which interfere with all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. Executive During the Term it shall not be entitled a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayemployee of the Company.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a _______ of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As _________ of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for _________, as well as all tasks and responsibilities normally associated with the offices of _________ of a business of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of his/her Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s _________. (b) The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere with the performance Company or any member of his duties hereunderthe Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall be entitled to an office, secretarial help notify the Company in writing of his/her interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming (i) During the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Employment Term, the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote substantially all of his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) participating in trade associations or industry organizations, (B) engaging in charitable, civic, educational or political activities, (C) delivering lectures or fulfilling speaking engagements, (D) engaging in personal investment activities and personal real estate-related activities for himself and his family or (E) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Chief Executive Officer and President of CFI during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with those provided by the Executive to CFI in his role as its Chief Executive Officer and President prior to the Effective Date and (B) provide such other duties as are consistent with his role as Chief Executive Officer and President of CFI, as reasonably requested from time to time by the Board or the Executive Chairman. (iii) The parties acknowledge and agree that all of the compensation and benefits provided to the Executive hereunder will be entitled to an office, secretarial help and other accommodations and amenities comparable to those in respect of services performed by the Executive presently has at Milgrayfor the Operating Entity.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Regional Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerSales. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the CompanyPresident, shall have general supervisionbe responsible for supervising sales activities of branches assigned to Executive and related matters, direction including profit and control of loss for assigned branches and region, customer relations and agreements with significant customers and performing other functions similar to the business, officers and employees of Milgray and its subsidiariesfunctions presently performed by Executive at the Company connected with the foregoing; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Regional Vice President--Electronics Distribution Group Sales of Bellthe Company. Xxtwithstanding Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of Milgraythe Company, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 2 responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the CompanyCompany or the Guarantor. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company.

Duties and Responsibilities. (a) During the Term, the Employee agrees to perform the Employee’s exclusive services for the Company and PGA upon the terms and conditions of this Agreement. The Company does hereby employ Executive Employee shall serve as PGA’s and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.’s Chief Executive Officer, the business presently being conducted by Milgray, such employment reporting to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or PGA (the President “PGA Board”) and the Board of Directors of the CompanyCompany (the “Company Board”), respectively. The Employee shall have general supervisionthe duties, direction responsibilities and control authority as are determined from time to time by the Company Board or the PGA Board, as applicable, and he will perform the services requested from time to time by the Company Board or the PGA Board, as applicable, commensurate with his status and consistent with his position as in effect from time to time hereunder. (b) During the Term, the Employee acknowledges that the Employee’s duties and responsibilities shall require the Employee to travel on business to the extent necessary to fully perform the Employee’s duties hereunder. The Company and PGA hereby acknowledge and agree that, in connection with his duties hereunder, the Employee will not be required to relocate from his current residence in Xxxxxxx Farms, Massachusetts without his consent. (c) During the Term, the Employee shall devote all of the Employee’s business time, energy and skill to the business of the Company and its subsidiaries and affiliates, as applicable, and the performance of the Employee’s duties hereunder, and shall use the Employee’s best efforts to faithfully and diligently serve the Company and its subsidiaries and affiliates, as applicable. During the Term, the Employee shall not, without the prior written consent of the Company or PGA, engage in any other business, officers profession or occupation, whether or not pursued for gain, profit or other pecuniary advantage, and employees of Milgray shall not accept employment with, or provide services as a consultant or in any other capacity for, any person or entity other than the Company and its subsidiaries; provided, however, that Executive nothing herein shall not be required preclude the Employee from continuing to undertake duties not commensurate with his position serve on the boards or committees as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained described on Exhibit A hereto so long as such activities described in the preceding sentenceforgoing clause (i) do not, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, singularly or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (aggregate, conflict or its successor) organization chart (i.e., interfere with the status Employee’s duties hereunder and position of are not in conflict with the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business interests of the Company and Milgray its subsidiaries or violate Sections 6 or 7. (d) During the Term, if requested by the Company or PGA, the Employee shall cooperate and assist the Company or PGA in acquiring and maintaining key-man life insurance covering the Employee, including, if applicable, submitting to such medical examination(s) as may be required by the insurer from time to time. (e) During the Term, the Employee will serve as a member of the Management Committee of PG Holdco, LLC (the “Holdco Board”) and, if so requested by the Holdco Board, shall not be engaged in also serve as a member of the board of directors of any other duties which interfere with affiliate or subsidiary of the performance of his duties hereunder. Executive shall be entitled to an officeCompany, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayin each case, without additional compensation.

Duties and Responsibilities. (a) During the Term, the Employee agrees to perform the Employee’s exclusive services for the Company and PGA upon the terms and conditions of this Agreement. The Company does hereby employ Executive Employee shall serve as PGA’s and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.’s Chief Executive Officer, the business presently being conducted by Milgray, such employment reporting to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or PGA (the President “PGA Board”) and the Board of Directors of the CompanyCompany (the “Company Board”), respectively. The Employee shall have general supervisionthe duties, direction responsibilities and control authority as are determined from time to time by the Company Board or the PGA Board, as applicable, and he will perform the services requested from time to time by the Company Board or the PGA Board, as applicable, commensurate with his status and consistent with his position as in effect from time to time hereunder. (b) During the Term, the Employee acknowledges that the Employee’s duties and responsibilities shall require the Employee to travel on business to the extent necessary to fully perform the Employee’s duties hereunder. The Company and PGA hereby acknowledge and agree that, in connection with his duties hereunder, the Employee will not be required to relocate from his current residence in Xxxxxxx Farms, Massachusetts without his consent. (c) During the Term, the Employee shall devote all of the Employee’s business time, energy and skill to the business of the Company and its subsidiaries and affiliates, as applicable, and the performance of the Employee’s duties hereunder, and shall use the Employee’s best efforts to faithfully and diligently serve the Company and its subsidiaries and affiliates, as applicable. During the Term, the Employee shall not, without the prior written consent of the Company or PGA, engage in any other business, officers profession or occupation, whether or not pursued for gain, profit or other pecuniary advantage, and employees of Milgray shall not accept employment with, or provide services as a consultant or in any other capacity for, any person or entity other than the Company and its subsidiaries; provided, however, that Executive nothing herein shall preclude the Employee from continuing to serve on the boards or committees as described on Exhibit A hereto, and subject to prior Board approval (which shall not be required to undertake duties not commensurate with his position unreasonably withheld) from serving on one additional board, so long as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained such activities do not, singularly or in the preceding sentenceaggregate, Executive acknowledges that, following conflict or interfere with the Merger, Employee’s duties hereunder and are not in conflict with the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business interests of the Company and Milgray its subsidiaries or violate Sections 6 or 7. (d) During the Term, if requested by the Company or PGA, the Employee shall cooperate and assist the Company or PGA in acquiring and maintaining key-man life insurance covering the Employee, including, if applicable, submitting to such medical examination(s) as may be required by the insurer from time to time. (e) During the Term, the Employee will serve as a member of the Management Committee of PG Holdco, LLC (“Holdco” and the “Holdco Board”, respectively) unless Holdco ceases to exist and, if so requested by the Holdco Board, shall not be engaged in also serve as a member of the board of directors of any other duties which interfere with affiliate or subsidiary of the performance Company, in each case, without additional compensation. During the Term, if the Company, PGA or one of his duties hereunder. Executive its parent companies or subsidiaries becomes a publicly traded company, subject to the requirements of applicable law, the Company or PGA shall, or shall be entitled cause any such affiliate to, propose to an officethe shareholders of such entity at each applicable annual meeting occurring during the Term the election or re-election, secretarial help as applicable, of the Employee as a member of the board of directors of such entity and other accommodations and amenities comparable to those Executive presently has at Milgraythe Employee shall so serve if elected or re-elected.

Duties and Responsibilities. (a) The Company does hereby employ Executive Trustee owes no fiduciary duties to any person by reason of this Agreement. The Trustee undertakes to perform such duties and Executive hereby accepts only such employment duties as President are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. (b) In the absence of Milgray and Executive Vice President--Electronics Distribution Group bad faith or gross negligence on its part, as determined by a court of Bell xxxforming competent jurisdiction, the functions Trustee shall not be liable for any action taken, suffered, or omitted or for any error of principal executive officer judgment made by it in charge the performance of a significant segment its duties under this Agreement. The Trustee shall not be liable for any error of judgment made in good faith unless the Trustee shall have been grossly negligent in ascertaining the pertinent facts. In no event shall the Trustee be liable for special, indirect or consequential damages or loss of any kind whatsoever (including but not limited to lost profits) even if the Trustee has been advised of the Company's business - i.e., the business presently being conducted by Milgray, likelihood of such employment to commence on the effective date loss or damage and regardless of the Mergerform of action. (c) The Trustee may rely and shall be protected in acting or refraining from acting upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, form of bond certificate or other instrument, paper or document in good faith believed by it to be genuine. Executive The Trustee shall report not be liable for acting upon any telephone communication authorized hereby which the Trustee believes in good faith to have been given by the President proper party or parties. (d) The Trustee may consult with counsel of its choice and the Companyadvice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive in reliance thereon. (e) The Trustee shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining performance of its existing distribution business, duties hereunder. (f) The Trustee may perform its duties and exercise its rights hereunder either directly or segments thereof, with those of Milgray, and where feasible by or practicable, to combine such business, through agents or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray attorneys and shall not be engaged in responsible for any other duties which interfere misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder. (g) The Trustee makes no representation as to the performance validity or adequacy of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythis Agreement or the Trust Shares.

Duties and Responsibilities. (a) The Company does hereby employ Executive duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment responsibilities of the Company's business - i.e.Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business. The Executive’s powers and authority shall be as prescribed by the bylaws of the Employer, if applicable, and shall include all those presently delegated to the Executive, together with the performance of such other duties and responsibilities as the Chairman of the Employer may from time to time assign to the Executive not inconsistent with the Executive’s position(s) with the Employer. The Executive recognizes, that during the period of the Executive’s employment hereunder, the business presently being conducted by Milgray, such employment to commence on the effective date Executive owes an undivided duty of the Merger. Executive shall report loyalty to the President of the CompanyEmployer, and subject agrees to devote the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full ’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Company Employer. Recognizing and Milgray acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. During the period of employment, the Executive agrees to serve as a director on the Board of Directors of the Employer and/or the board of directors or managers, as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be engaged elected or appointed. (b) Notwithstanding that this Agreement provides for the employment of the Executive in the Executive’s capacity as the President and Chief Executive Officer of the Bank, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the continued employment of the Executive after the expiration or termination of this Agreement in such capacity or in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraycapacity.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming In the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Employment, the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President Employee will be responsible for [INSERT] of the Company, and subject other responsibilities that are customary for a [INSERT TITLE] of a company that is similar to the directions Company. The Employee’s duties at the Company may be adjusted, and will also include other relevant duties and jobs at the Company or any of its subsidiaries as may be assigned, by the Company’s board of directors (the “Board”) or the Chairman or Chief Executive Officer of the Company from time to time. Subsidiaries of the Company as used in this Agreement include those entities controlled by the Company from time to time, through ownership of equity interest, by contract or otherwise. The Employee shall devote all of his or her working time, attention and skills to the performance of his or her duties of the Employment, and shall faithfully and diligently serve the Company and its applicable subsidiaries in accordance with this Agreement, the guidelines, policies and procedures of the Company and its applicable subsidiaries as approved from time to time by the Board and applicable laws and regulations. The Employee shall use his or her best endeavor to perform the duties hereunder. The Employee shall not, without the prior consent of Directors of Milgray and/or the President Board, become an employee or consultant of, or otherwise provide services to, any entity other than the Company and any subsidiary of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged concerned or interested in any other duties which interfere business that directly or indirectly competes with that carried on by the performance Company and its subsidiaries. Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in not more than 1% of the total issued shares or other securities of such companies that are either listed on any securities exchange or recognized securities market anywhere or by means of private investment into any company whose business are not competing directly or indirectly with that if the Company and its subsidiaries, provided that the Employee shall notify the Company in writing of his duties hereunder. Executive or her existing interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require, provided further that before the Employee obtains such additional interest or such additional shares, the Employee shall be entitled to an office, secretarial help first notify the Company in writing and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. (a) The Company does hereby employ Executive Backup Servicer shall perform such duties and Executive hereby accepts only such employment duties as President are specifically set forth in this Agreement and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. (b) In the absence of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming bad faith or negligence on its part, the functions of principal executive officer in charge of a significant segment Backup Servicer may conclusively rely as to the truth of the Company's business - i.e.statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Backup Servicer and conforming to the requirements of this Agreement and the other Transaction Documents to which it is a party; but in the case of any such certificates or opinions, which by any provision hereof are specifically required to be furnished to the Backup Servicer, the business presently being conducted by MilgrayBackup Servicer shall be under a duty to examine the same and to determine whether or not they conform to the requirements of this Agreement and the other Transaction Documents to which it is a party. Neither the Backup Servicer nor any of its officers, such employment employees or agents shall be liable to commence on the effective date Servicer, the SPV, the Facility Agent or the Lenders for any action taken or for refraining from the taking of any action in accordance with customary industry standards for servicing leases and loans of the Merger. Executive shall report to type which comprise the President of the CompanyPool Receivables, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiariesor for mistakes or errors in judgment; provided, however, that Executive (i) this provision shall not protect the Backup Servicer from liability to the Servicer, the SPV, the Facility Agent or the Lenders for any losses, claims, liabilities, or damages incurred by such party by reason of willful misconduct or gross negligence of the Backup Servicer in the performance of its duties and obligations hereunder, and (ii) in the event that the Backup Servicer becomes the successor Servicer hereunder, the Backup Servicer’s duties and responsibilities as Servicer will be required as set forth elsewhere in this Agreement and it will no longer be subject to undertake duties not commensurate with his position as President the terms of Milgray and Executive Vice President--Electronics Distribution Group of Bellthis Section 11.6. Xxtwithstanding anything contained in Subject to the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive the Backup Servicer be liable to the Servicer, the SPV, the Facility Agent or the Lenders for any losses, claims, liabilities or damages incurred by such party arising out of or relating to the acts or omissions of the Backup Servicer in reliance in good faith on any document which is prepared or furnished to it by Servicer or by such other party. No damages shall be assessed or charged against the Backup Servicer when any delay or breach on its part is caused by the failure of the Servicer, the SPV, the Facility Agent or the Lenders to furnish input or information required of such party, the failure of any utility or communications company to furnish services or for any other reasons beyond the control of the Backup Servicer. (c) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer shall only be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position perform its obligations in the Company (time and manner set forth in this Agreement if, and to the extent, any information which is required to be delivered to the Backup Servicer or its successor) organization chart (i.e.any information on which the Backup Servicer is authorized to rely on, is delivered to the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company Backup Servicer in accordance with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach provisions of this Agreement by or is provided to the Company. During Backup Servicer in a format that is reasonably acceptable to the term Backup Servicer, as applicable; provided, however, that nothing in this paragraph shall be construed to relieve the Backup Servicer of its obligations under this Agreement if the failure to appropriately deliver or provide any such information to the Backup Servicer is remedied or is otherwise reasonably available to the Backup Servicer without undue cost or time. (d) The terms of this Agreement, Executive Section 11.6 shall devote his full business time and attention to survive the business termination of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties Backup Servicer’s obligations hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Company does hereby employ Executive duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment responsibilities of the CompanyExecutive shall be of an executive nature as shall be required by the Employer in the conduct of its business. The Executive's business - i.e.powers and authority shall be as prescribed by the by-laws of the Employer, if applicable, and shall include all those presently delegated to the Executive, together with the performance of such other duties and responsibilities as the Chief Executive Officer of the Employer may from time to time assign to the Executive not inconsistent with the Executive's position(s) with the Employer. The Executive recognizes, that during the period of the Executive's employment hereunder, the business presently being conducted by Milgray, such employment to commence on the effective date Executive owes an undivided duty of the Merger. Executive shall report loyalty to the President of the CompanyEmployer, and subject agrees to devote the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full entire business time and attention to the performance of said duties and responsibilities and to use the Executive's best efforts to promote and develop the business of the Company Employer. Recognizing and Milgray acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employee's Corporate Code of Ethics. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive's duties under this Agreement. During the period of employment, the Executive agrees to serve as a director on the Board of Directors of the Employer and/or the board of directors or managers, as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be engaged elected or appointed. (b) Notwithstanding that this Agreement provides for the employment of the Executive in the Executive's capacity as a Managing Director and Vice Chairman of the Bank, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the, continued employment of the Executive after the expiration or termination of this Agreement in such capacity or in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraycapacity.

Duties and Responsibilities. (a) The Company does hereby employ Executive duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment responsibilities of the Company's business - i.e.Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business. The Executive’s powers and authority shall be as prescribed by the by-laws of the Employer, if applicable, and shall include all those presently delegated to the Executive, together with the performance of such other duties and responsibilities as the Chief Executive Officer of the Employer may from time to time assign to the Executive not inconsistent with the Executive’s position(s) with the Employer. The Executive recognizes, that during the period of the Executive’s employment hereunder, the business presently being conducted by Milgray, such employment to commence on the effective date Executive owes an undivided duty of the Merger. Executive shall report loyalty to the President of the CompanyEmployer, and subject agrees to devote the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full ’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Company Employer. Recognizing and Milgray acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time, including the Employer’s Corporate Code of Ethics. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. During the period of employment, the Executive agrees to serve as a director on the Board of Directors of the Employer and/or the board of directors or managers, as applicable, of any of its subsidiaries and affiliates, as well as to serve as a member of any committee of any said boards, to which the Executive may be engaged elected or appointed. (b) Notwithstanding that this Agreement provides for the employment of the Executive in the Executive’s capacity as the Managing Director and Chief Credit Officer of the Subsidiary, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the, continued employment of the Executive after the expiration or termination of this Agreement in such capacity or in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraycapacity.

Duties and Responsibilities. The Company does hereby employ Executive Employee shall be employed in such positions and Executive hereby accepts hold such employment titles as President may determined by the Board of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Directors of the Company's business - i.e., the business presently being conducted by Milgray, such employment Employer from time to commence on the effective date time. The Employee shall perform all services and tasks requested or assigned to of the MergerEmployee or otherwise reasonably incident to any position held by the Employee. Executive The Employee shall report to the President of the Company, and be subject to the directions direction and control of the Board of Directors of Milgray and/or the President Employer and all such officers of the Company, shall have general supervision, direction and control Employer as the Board of Directors or any senior officers of the businessEmployer may determine from time to time. The Employee will devote his best efforts and his full time and attention to the performance of his duties, officers except for paid time off as permitted by Employer's general policies. The employment relationship between the parties shall be governed by the general employment policies, practices and employees rules of Milgray the Employer, including without limitation any employee handbook, except that when the terms of this Agreement differ from or are in conflict with the Employer's general employment policies, practices or rules, this Agreement shall control. Without limiting the foregoing, as part of his duties and its subsidiariesresponsibilities and without any additional compensation, if requested by the Employer, the Employee shall act as the qualifier for the Employer's licenses, maintain in good standing all of his individual licenses that may be used to qualify the Employer's licenses and take all such other actions as may be required, desired or requested by the Employer to act as the qualifier for the Employer or otherwise qualify the Employer licenses or enable the Employer to obtain all such licenses. Notwithstanding the other provisions of this Agreement, at the option of the Employer, unless the Company elects to select an earlier date, the Employee's obligations under this paragraph shall continue notwithstanding any expiration or termination of this Agreement or the Employee's employment until the later of the date that is one hundred and eighty (180) days after the date the Employee's employment terminates or the date on which this Agreement is then scheduled to expire (currently December 31, 2009 and as such date may be extended); provided, however, that Executive shall during any such period that the Employee is required by the Employer to perform such services but is not be being paid as an employee (e.g, the Employee is providing such services after he has voluntarily terminated his employment under Section 6(d) or after the period for which the Employer is required to undertake duties not commensurate with pay the Employee his position base compensation pursuant to Section 6.3(a) or 6.3(e)) the Employer shall compensate the Employee for acting as President of Milgray the qualifier for the Employer and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained providing such qualification services at a reasonable market rate for providing such services (which reasonable market rate shall be based upon the fees being paid to other individuals providing similar services to similar companies in the preceding sentence, Executive acknowledges that, following same general markets in which the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job titleEmployer operates), but as determined in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement good faith by the CompanyEmployer; and provided further that the Employee shall assist the Employer as and whenever requested to assist the Employer to transition to another qualifier. During If and to the term of extent that the Employee acts as the qualifier for the Employer pursuant to this Agreement, Executive the Employer shall devote his full business time indemnify, defend and attention hold harmless the Employee from and against any and all claims, actions, demands, losses, damages, costs and expenses arising from claims asserted or brought against the Employee by any third party to the business extent arising out of the Company and Milgray and shall not be engaged Employee's provision of qualifying services for the Employer under this Agreement, except in each case for any other duties which interfere with that arise due to the performance Employee's bad faith, willful misconduct or gross negligence, any breach of his duties hereunder. Executive shall be entitled to an officeobligations under this Agreement or, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayunless the Employee reasonably believed that his conduct was lawful (or not unlawful), any violation of law by the Employee.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming (a) During the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Employment Period, the business presently being conducted Executive (i) shall perform the duties assigned to him by Milgray, such employment to commence on the effective date of Company (provided that the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate assigned tasks inconsistent with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an senior executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company or any of its Affiliates) faithfully, with responsibilities similar the utmost loyalty, to those the best of Executive. Any such change his abilities and in responsibility will not constitute a breach the best interests of this Agreement by the Company. During the term of this Agreement, Executive ; (ii) shall devote his full business time time, attention and attention effort to the affairs of the Company, except that the Executive may serve on (x) corporate boards or committees with the prior written approval of the Company’s Board of Directors (the Company’s pre- and post-Effective Date Boards of Directors hereinafter collectively referred to herein as the “Board”), and/or (y) civic or charitable boards or committees, in either case as long as such activities do not, individually or in the aggregate, interfere with the performance of the Executive’s employment duties and responsibilities or harm the business or reputation of the Company or any of its Affiliates; and Milgray and (iii) shall not be engaged engage in any other duties business activities (whether or not for gain, profit, or other pecuniary advantage) or any other actions which interfere he knows or reasonably should know could harm the business or reputation of the Company or any of its affiliates or other related entities. For purposes of this Agreement, “Affiliates” shall mean any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company has a 20% or greater equity interest. (b) The Executive shall act in conformity with the Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive will at all times during the Employment Period strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Company executives. Except as provided in Section 2(a), the Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder. hereunder in any material way. (c) The Executive shall be entitled covenants, represents and warrants that: (i) the execution, delivery and complete performance of this Agreement by him does not and will not breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to an officewhich the Executive is a party or by which he is bound; and (ii) he is not a party to or bound by any employment or services agreement, secretarial help and confidentiality agreement, noncompetition agreement, other accommodations and amenities comparable to those Executive presently has at Milgrayrestrictive covenant, or other obligation or agreement that would or could prohibit or restrict him from being employed by the Company or from performing any of his duties under this Agreement.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President Chief Financial Officer, upon the terms and conditions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) that are customary for a CFO of a corporation of the size and nature of the Company. (b) During the Term, Executive shall have general supervisionreport directly to the CEO. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, direction injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board); provided however, that Executive presently has at Milgraymay continue to serve on any boards of directors on which Executive is currently serving as of the Effective Date.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment Employee agrees to serve as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment [•] of the Company's business - i.e.. In this position, the business presently being conducted Employee will be responsible for [ ]. Employee’s duties at the Company will also include other relevant jobs assigned by Milgray, such employment to commence on the effective date Company’s Board of the MergerDirectors (the “Board”) or the Chairman/CEO. Executive The Employee shall report devote all of his or her working time, attention and skills to the President performance of his or her duties and shall faithfully and diligently serve the Company in accordance with this Agreement, and the guidelines, policies and procedures of the Company as approved from time to time by the Board. The Employee shall use his or her best endeavor to perform the duties hereunder. The Employee shall not, without the prior consent of the Board, become an employee of any entity other than the Company and any subsidiary of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate concerned or interested in any other business directly competitive with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement carried on by the Company. During The Company shall have the term sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business directly competitive with that carried on by the Company. [Notwithstanding the foregoing, nothing in this clause shall preclude the Employee from holding or being otherwise interested in any shares or other securities of this Agreementsuch companies that are listed on any securities exchange or recognized securities market anywhere, Executive provided that the Employee shall devote his full business time and attention to the business of notify the Company and Milgray and shall not be engaged in any other duties which interfere with the performance writing of his duties hereunder. Executive or her existing interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require, provided further that before the Employee obtains such additional interest or such additional shares, the Employee shall be entitled to an office, secretarial help first notify the Company in writing and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.]

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and shall serve as an Executive hereby accepts such employment as Vice President of Milgray the Company and Executive Vice President--Electronics Distribution Group of Bell xxxforming shall also serve as the functions of principal executive officer in charge of a significant segment Picture Vision Operating with such responsibility and status commensurate with such position and at least equivalent to that which the Executive currently holds with Picture Vision. During the Term, the Executive shall, subject to the review of the Company's business - i.e.Board of Directors regarding matters not involving day to day operations or not otherwise in the ordinary course of business, determine the policies for and have full control over the normal day to day operations of Picture Vision Operating, including, without limitation, the business presently being conducted by Milgray, such employment setting and granting of bonuses to commence on employees within Picture Vision Operating. In so serving the effective date of Company and Picture Vision Operating the Merger. Executive shall report to the President Board of Directors of the Company. (b) During the Term, and subject to the directions of Executive shall also serve on the Board of Directors of Milgray and/or the President Company and shall serve on the Executive Advisory Committee, which shall be a committee comprised of the principal executive officers of each subsidiary or division which shall advise the Board of Directors on business matters affecting the Company, including potential business ventures and acquisitions. (c) The Executive shall, except as otherwise provided herein, devote substantially all his business efforts to the affairs of the Company, shall have general supervision, direction and control . Other business activities of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required materially conflict with the terms of this Agreement. The Executive will (i) devote his best efforts, skill and ability to undertake promote the Company's interests; (ii) carry out his duties not commensurate in a competent and professional manner; (iii) work with his position as President other employees of Milgray the Company in a competent and professional manner; and (iv) generally promote the best interests of the Company. Notwithstanding the foregoing, the Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained is permitted to engage in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgrayactivities set forth on SCHEDULE A hereto, and where feasible or practicablemay engage in additional activities if such activities are approved by a majority of the Board of Directors, not including the Executive. After such approval SCHEDULE A shall be amended to combine include such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of activities. (d) The Executive's responsibilities (but not Executive's job title), but in no event will Executive principal place of employment shall be required to accept job responsibilities in an area outside at the principal offices of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorand such locations to which such principal office shall be relocated) organization chart (i.e., the status and position subject to reasonable travel requirements on behalf of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ will include all the duties and responsibilities associated with a Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge Officer of a significant segment U.S.-listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. As Chief Executive shall report to the President Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray primarily responsible for managing the day-to-day affairs and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents operations of the Company and each member of the Group as well as all tasks and responsibilities normally associated with responsibilities the offices of Chief Executive Officer of a company of similar size and nature to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of his or her Employment, Executive shall report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Company’s director of the board and Chief Executive Officer. (b) The Executive shall devote all of his or her working time, attention and skills to the performance of his or her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company and Milgray approved from time to time by the Board. (c) During the term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be engaged concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for no additional compensation, to serve on the Board or such boards of directors. Upon the end of the Term for any reason, Executive agrees to immediately resign from the Board and from all other duties which interfere board positions and offices Executive holds with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help Company or with any Group member unless otherwise agreed upon between the Company and other accommodations and amenities comparable to those Executive presently has at MilgrayExecutive.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming (i) During the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Employment Term, the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote substantially all of his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder, shall faithfully serve the Company and shall have no other employment which is undisclosed to the Company or which conflicts with his duties under this Agreement; provided, that, nothing contained herein shall prohibit the Executive from (A) devoting time as he determines in good faith to be necessary or appropriate to fulfil his duties to Colony Capital Holdings, LLC and its affiliates (“CCHLLC Duties”), (B) participating in trade associations or industry organizations, (C) engaging in charitable, civic, educational or political activities, (D) delivering lectures or fulfilling speaking engagements, (E) engaging in personal investment activities and personal real estate-related activities for himself and his family or (F) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of the Executive’s duties to the Company under this Agreement. The Company hereby acknowledges and approves the current activities of the Executive as set forth on Schedule 1 hereto, each of which shall be deemed a Personal Activity. Notwithstanding the foregoing, to the extent that the Personal Activities include the Executive providing services to any for-profit company (excluding CC and CFI, and any subsidiaries or portfolio companies thereof) as a member of such company’s board of directors, only two such directorships shall be permitted as a Personal Activity. (ii) In serving in his capacity as the Executive Chairman of CFI during the Employment Term, the Executive shall (A) perform such duties and provide such services as are reasonably consistent with those provided by the Executive to CFI in his role as its Executive Chairman prior to the Effective Date and (B) provide such other duties as are consistent with his role as Executive Chairman of CFI, as reasonably requested from time to time by the Board. (iii) The parties acknowledge and agree that all of the compensation and benefits provided to the Executive hereunder will be entitled to an office, secretarial help and other accommodations and amenities comparable to those in respect of services performed by the Executive presently has at Milgrayfor the Operating Entity.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a [Chief Financial Officer] of a significant segment U.S.-listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As [Chief Financial Officer] of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for [manage an organization's finances and ensure its financial stability] as well as all tasks and responsibilities normally associated with the offices of [Chief Financial Officer] of a company of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of his or her Employment, Executive shall report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Company’s director of the board and [Chief Financial Officer]. (b) The Executive shall devote all of his or her working time, attention and skills to the performance of his or her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company and Milgray approved from time to time by the Board. (c) During the term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be engaged concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for no additional compensation, to serve on the Board or such boards of directors. Upon the end of the Term for any reason, Executive agrees to immediately resign from the Board and from all other duties which interfere board positions and offices Executive holds with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help Company or with any Group member unless otherwise agreed upon between the Company and other accommodations and amenities comparable to those Executive presently has at MilgrayExecutive.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Technology Officer of a significant segment U.S. listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As Chief Technology Officer of the Company, the Executive shall be primarily responsible for research and subject to the directions of the Board of Directors of Milgray and/or the President development, and production management of the Company, shall have general supervision, direction as well as all tasks and control responsibilities normally associated with Chief Technology Officer of the business, officers a business of similar size and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreementhis Employment, Executive shall devote his full business time report to and attention be responsible to the business Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company Company’s Chief Technology Officer. (b) The Executive shall devote all of his working time, attention and Milgray and shall not be engaged in any other duties which interfere with skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The Company does hereby employ From and after the Effective Date, Executive and Executive hereby accepts such employment shall serve as President of Milgray and the Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment President – Finance, of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date . The duties and responsibilities of Executive shall be those of a senior executive of the Merger. Executive Company as the same shall report be assigned to the President of the Companyhim, and subject from time to the directions of time, by the Board of Directors of Milgray and/or the President Company (the “Board”) and on a day-to-day basis by the Chief Financial Officer and Chief Executive Officer of the Company. Notwithstanding the foregoing, Executive’s duties shall have general supervisioninclude, direction but not be limited to, (i) supporting the Company and control the Company’s Chief Financial Officer in the timely preparation of the businessCompany’s consolidated financial statements and filing of the Company’s periodic reports with the Securities and Exchange Commission (the “SEC”), officers (ii) facilitating the transition of Executive’s historic duties and employees of Milgray and its subsidiaries; providedresponsibilities to the Chief Financial Officer, however, that Executive shall not be required (iii) supporting the Company’s efforts to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained remediate material weaknesses previously identified in the preceding sentenceCompany’s annual report on Form 10-K filed for the year ended December 31, 2016 (the “2016 Financial Statements”) and (iv) cooperating fully with any action, claim, demand, suit, litigation, arbitration proceeding, administrative or regulatory proceeding of any nature, civil, criminal, regulatory or otherwise, in law or in equity, or any investigation, examination, inquiry or audit by or before any federal or state regulatory body with jurisdiction over the Company. Executive acknowledges recognizes that, following during the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside period of his current expertise or employment hereunder, he owes an undivided duty of loyalty to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e.for avoidance of doubt, in this section and throughout this Agreement, the status term “Company” includes all subsidiaries and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents affiliates of the Company and all entities under common control with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term ) and agrees to devote all of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunderand responsibilities and to use his best efforts to promote and develop the business of the Company. Subject to the approval of the Board, which shall not be unreasonably withheld, Executive shall be entitled to serve on corporate, civic, and/or charitable boards or committees and to otherwise reasonably participate as a member in community, civic, or similar organizations and the pursuit of personal investments, in each case which do not present any material conflicts of interest with the Company. If requested by the Company, Executive shall serve as a member of the board of directors (or comparable managing body) of any of the Company’s affiliates to which he may be elected, in each case, without additional compensation. Executive also shall serve, without additional compensation, as an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayofficer of such affiliates of the Company as he may be appointed.

Duties and Responsibilities. The (a) During the Employment Term, Employee shall serve as Chief Executive Officer of the Company does hereby employ Executive and Executive hereby accepts shall perform all duties and accept all responsibilities incidental to such employment position or as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of may be assigned to him by the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date board of the Merger. Executive shall report to the President of the Companydirectors, and subject to he shall cooperate fully with the directions board of the Board directors and other executive officers of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term Employment Term, Employee shall also be available to perform similar duties on behalf of this Agreementsubsidiaries or divisions of the Company. During the Employment Term, Executive employee shall devote his full business time at all times comply with policies and attention to procedures adopted by the business Company for employees of the Company and Milgray its subsidiaries, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (b) During the Consulting Term, Employee shall provide consulting services to the Company, and as such be involved in the Company's external activities, policies and interests, including joint ventures, investments, acquisitions, etc. During the Consulting Term, Employee shall provide such consulting services to the Company as an independent contractor and not as an employee of the Company. Employee shall at all times during the Consulting Term act as an independent contractor and during such period nothing hereunder shall create or imply a relationship of employer-employee between the Company and Employee. During the Consulting Term, Employee shall also be engaged available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the Consulting Term, Employee shall at all times comply with policies and procedures adopted by the Company for consultants to the Company, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (c) Employee represents and covenants to the Company that he is not subject, or a party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and performing his duties and responsibilities hereunder during both the Employment Term and the Consulting Term, or which would in any other manner, directly or indirectly, limit or affect the duties and responsibilities which interfere with may now or in the performance future be assigned to Employee by the Company or the scope of his assistance to which he may now or in the future provide to subsidiaries or divisions of the Company, including without limitation any duties hereunder. Executive shall be entitled and responsibilities relating to an officethe development, secretarial help production and/or sale of (i) superconductive wire and other accommodations materials, (ii) permanent and amenities comparable to those Executive presently has at Milgraysuperconductive magnet systems, or RF coils, used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, or (vii) CFC replacement products.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a CTO of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As CTO of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for information technology management, as well as all tasks and responsibilities normally associated with the offices of CTO of an online education and technology service provider of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ will include all the duties and responsibilities associated with a [Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge Officer] of a significant segment U.S.-listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. As [Chief Executive shall report to the President Officer] of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray primarily responsible for [managing the day-to-day affairs and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents operations of the Company and each member of the Group] as well as all tasks and responsibilities normally associated with responsibilities the offices of [Chief Executive Officer] of a company of similar size and nature to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of his or her Employment, Executive shall report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Company’s director of the board and [Chief Executive Officer]. (b) The Executive shall devote all of his or her working time, attention and skills to the performance of his or her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company and Milgray approved from time to time by the Board. (c) During the term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be engaged concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for no additional compensation, to serve on the Board or such boards of directors. Upon the end of the Term for any reason, Executive agrees to immediately resign from the Board and from all other duties which interfere board positions and offices Executive holds with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help Company or with any Group member unless otherwise agreed upon between the Company and other accommodations and amenities comparable to those Executive presently has at MilgrayExecutive.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President General Counsel and Corporate Secretary, upon the terms and conditions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) or the Chief Executive Officer of the Company (“CEO”) that are customary for a General Counsel and Corporate Secretary of a corporation of the size and nature of the Company. (b) During the Term, Executive shall have general supervisionreport directly to the CEO or the CEO’s designee. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, direction injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board).

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the position of Milgray and Executive Senior Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChief Financial Officer. The Executive shall report to the President of the Company, and subject to Company and/or such other person or persons as the directions of President or the Board of Directors of Milgray and/or the Company (the "BOARD") may from time to time designate, at such times and in such detail as they shall reasonably require. (b) The Executive shall have all of the powers, duties and responsibilities customary to his office as are reasonably necessary to the operations of the Company and as may be assigned to him from time to time by the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate consistent with his position as President of Milgray designated in paragraph 3(a) above. (c) The Executive will, at all times, use all reasonable efforts to perform his duties and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in a manner consistent with the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents policies of the Company with responsibilities similar as from time to those time in effect and the parameters of Executive. Any such change in responsibility will not constitute a breach the then-current profit plan and capital expenditure budget of this Agreement the Company as provided by the Company. During the term of this Agreement, The Executive shall use his best efforts to ensure that the Company and its subsidiaries, if any, comply on a timely basis with all budgetary and reporting requirements reasonably requested by the President. In no event will the Executive, without the approval of the President of the Company, incur obligations on behalf of the Company other than in the ordinary course of business or enter into any transaction on behalf of the Company not in the ordinary course of business. (d) The Executive's employment by the Company shall be full-time and exclusive and, during the Term, the Executive agrees that he will (i) devote substantially all of his full business time and attention attention, his best efforts, and all his skill and ability to promote the business interests of the Company; (ii) carry out his duties in a competent and professional manner; (iii) work with other employees of the Company in a competent and professional manner; and (iv) generally promote the interests of the Company and Milgray its clients. Notwithstanding the foregoing, the Executive shall be permitted to engage in other business or charitable activities (as an active participant or a passive investor), provided that such activities are not rendered for a company which transacts business with the Company or competes with the Company (or, if such company does transact business with the Company or does compete with the Company, it is a publicly held corporation and shall the Executive's participation is limited to owning less than 1% of its outstanding shares) and further provided that such activities (individually or collectively) do not be engaged in any other duties which materially interfere with the performance of his duties hereunder. Executive or responsibilities under this Agreement. (e) The Executive's services hereunder shall be entitled performed at the offices of the Company in Weehawken, New Jersey and New York, New York, subject to an office, secretarial help necessary travel requirements of his position and other accommodations and amenities comparable to those Executive presently has at Milgrayduties hereunder.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the position of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment , North America of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. The Executive shall report to the President Chief Executive Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorthe "CEO") organization chart (i.e., provided that the status and position of CEO shall have the right to designate the COO as the person to whom the Executive reports shall report, and in such event references in this document to the class of employees who report to Executive) CEO shall be similar deemed to other Vice Presidents of be made to the Company with responsibilities similar to those of Executive. Any COO), at such change times and in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, such detail as he shall reasonably require. (b) The Executive shall devote perform such executive and managerial duties and responsibilities customary to his full business time offices and attention as are reasonably necessary to the business operations of the Company and Milgray its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities, and manage his personal passive investments, provided that such passive investments are not be engaged in any other duties a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of his the Executive's duties hereunder. Executive and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be entitled performed at the offices of the Company in Chicago, Illinois, subject to an office, secretarial help necessary travel requirements of his position and other accommodations duties hereunder (with it being understood and amenities comparable agreed that the Executive's being required to those Executive presently has at Milgraytravel on a basis consistent with past practices will not be deemed to be a breach of this Agreement).

Duties and Responsibilities. (a) The Company does hereby employ Executive Backup Servicer shall perform such duties and Executive hereby accepts only such employment duties as President are specifically set forth in this Agreement and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. (b) In the absence of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming bad faith or negligence on its part, the functions of principal executive officer in charge of a significant segment Backup Servicer may conclusively rely as to the truth of the Company's business - i.e.statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Backup Servicer and conforming to the requirements of this Agreement and the other Transaction Documents to which it is a party; but in the case of any such certificates or opinions, which by any provision hereof are specifically required to be furnished to the Backup Servicer, the business presently being conducted by MilgrayBackup Servicer shall be under a duty to examine the same and to determine whether or not they conform to the requirements of this Agreement and the other Transaction Documents to which it is a party. Neither the Backup Servicer nor any of its officers, such employment employees or agents shall be liable to commence on any Servicer, any SPV, the effective date Facility Agent or the Lenders for any action taken or for refraining from the taking of any action in accordance with customary industry standards for servicing leases and loans of the Merger. Executive shall report to type which comprise the President of the CompanyPool Receivables, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiariesor for mistakes or errors in judgment; provided, however, that Executive (i) this provision shall not protect the Backup Servicer from liability to any Servicer, any SPV, the Facility Agent or the Lenders for any losses, claims, liabilities, or damages incurred by such party by reason of willful misconduct or gross negligence of the Backup Servicer in the performance of its duties and obligations hereunder, and (ii) in the event that the Backup Servicer becomes a successor Servicer hereunder, the Backup Servicer’s duties and responsibilities as a Servicer will be required as set forth elsewhere in this Agreement and it will no longer be subject to undertake duties not commensurate with his position as President the terms of Milgray and Executive Vice President--Electronics Distribution Group of Bellthis Section 11.6. Xxtwithstanding anything contained in Subject to the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive the Backup Servicer be liable to any Servicer, any SPV, the Facility Agent or the Lenders for any losses, claims, liabilities or damages incurred by such party arising out of or relating to the acts or omissions of the Backup Servicer in reliance in good faith on any document which is prepared or furnished to it by any Servicer or by such other party. No damages shall be assessed or charged against the Backup Servicer when any delay or breach on its part is caused by the failure of any Servicer, any SPV, the Facility Agent or the Lenders to furnish input or information required of such party, the failure of any utility or communications company to furnish services or for any other reasons beyond the control of the Backup Servicer. Under no circumstances in its capacity under any Transaction Document shall PFSC be responsible to any party for reimbursement of any consequential, special or indirect damages, lost profits, lost investment or business opportunity, damages to reputation, punitive damages, exemplary damages, treble damages or operating losses. (c) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer shall only be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position perform its obligations in the Company (time and manner set forth in this Agreement if, and to the extent, any information which is required to be delivered to the Backup Servicer or its successor) organization chart (i.e.any information on which the Backup Servicer is authorized to rely on, is delivered to the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company Backup Servicer in accordance with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach provisions of this Agreement by or is provided to the Company. During Backup Servicer in a format that is reasonably acceptable to the term Backup Servicer, as applicable; provided, however, that nothing in this paragraph shall be construed to relieve the Backup Servicer of its obligations under this Agreement if the failure to appropriately deliver or provide any such information to the Backup Servicer is remedied or is otherwise reasonably available to the Backup Servicer without undue cost or time. (d) The terms of this Agreement, Executive Section 11.6 shall devote his full business time and attention to survive the business termination of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties Backup Servicer’s obligations hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The You shall perform all services appropriate to the position of CEO, as well as other duties that may be assigned to you by the Board, from time to time, including, without limitation, the duties and responsibilities set forth on Exhibit A attached hereto. Other than as set forth specifically in this letter and any attached Exhibits, you shall be subject to the direction of the Company does hereby employ Executive Board and Executive hereby accepts any of its duly authorized representatives or agents, and the Company shall retain full control of the means and methods by which you perform the above services. You shall be expected to travel if necessary or advisable in order to meet the obligations of your position and you shall devote such employment time, interest and effort to the performance of duties under this Agreement as President may be fairly and reasonably necessary. During your employment, you shall not, without prior written notice to and consent of Milgray and Executive Vice President--Electronics Distribution Group Company, which may be granted or withheld at its sole discretion, engage in any of Bell xxxforming the functions following: (i) accept any other employment; or (ii) engage, directly or indirectly, in any other business, commercial or professional activity (whether or not pursued for pecuniary gain) that is or may be in competition with the Company, that might create a conflict of principal executive officer in charge of a significant segment interest with the Company, or that might otherwise interfere or negatively impact the business of the Company's business - i.e., the business presently being conducted by Milgray, such employment . The Company hereby consents to commence on the effective date your continuing participation in all of the Mergeractivities and engagements listed on Exhibit E attached hereto. Executive shall report You represent and warrant that (i) you are fully qualified and competent to perform the responsibilities for which you are being hired pursuant to the President terms and conditions of this Agreement; and (ii) your execution of this Agreement, employment with the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his your proposed duties hereunderunder this Agreement shall not violate any obligations you may have to any former employer, other person or entity, including any obligations with respect to proprietary or Confidential Information of any other person or entity. Executive shall be entitled You agree to an officeindemnify and hold Company harmless against any and all costs, secretarial help attorneys’ fees, losses, liabilities and other accommodations and amenities comparable expenses resulting from any claims arising out of, directly or indirectly, or in any way related to those Executive presently has at Milgray.your representations set forth herein, including without limitation any breach thereof

Duties and Responsibilities. During the Initial Employment Term and the Employment Term, Employee is hereby employed as set forth in Exhibit A. During the Initial Employment Term and the Employment Term, Employee shall perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Employee by the Company’s Chief Executive Officer or such other person as determined by the Company from time to time. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, retain full direction and control of the businessmanner, officers means and employees of Milgray methods by which Employee performs the services for which he is employed hereunder and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports place or places at which such services shall be rendered. During the Initial Employment Term and the class of employees who Employment Term, Employee shall report directly to Executive) shall be similar to the Company’s Chief Executive Officer or such other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement person as determined by the Company. During In furtherance of the term of this Agreementforegoing, Executive shall devote his full business time and attention Employee shall, subject to the business direction and instruction of the Company during the Employment Term: (a) devote such amount of hours per week as required by the Company’s Chief Executive Officer or such other person as determined by the Company from time to time, and Milgray will diligently and shall not be engaged in any to the best of employee’s ability perform all duties incident to Employee’s employment hereunder; (b) use Employee’s best efforts to promote the interests of the Company; and (c) perform such other duties which interfere with as the performance of his duties hereunderCompany may from time to time direct. Executive shall be entitled to Notwithstanding anything else set forth in this agreement, the Company and Employee each acknowledge and agree that Employee is hereby employed as set forth in Exhibit A solely in a non executive capacity, without having such authority as an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayexecutive officer might have.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive Employee shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company and Milgray its subsidiaries and, in particular, all aspects of the promotion and production of events (the “Covered Events”) in the Subject Market and such other aspects of the operations of the Business as the President and/or the Board may from time to time determine. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. During the Employment Period, Employee shall not be engaged engage in any other duties business activities which interfere could reasonably be expected to conflict with Employee’s duties, responsibilities and obligations hereunder. Except in connection with charitable or civic endeavors, Employee will not serve as a member of the board of directors of any business, other than the Company or any of its subsidiaries, without the prior approval of the Board. Employee shall also comply with all policies, rules and regulations of the Company as well as all reasonable directives and instructions from the Board. The Company shall have the right to purchase in Employee’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder and Employee shall cooperate with the performance Company in obtaining such insurance if the Company elects to purchase such insurance. Notwithstanding anything herein to the contrary, during the Employment Period, Employee may, from time to time upon prior notice to and written consent of his duties the Company, provide contract DJ, music production and remixing services to third parties (“Permitted Outside Services”) provided that the same does not conflict with Employee’s service to the Company hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerOperations. Executive shall report to the President of the Company, and subject to the directions of the Board President, shall be responsible for performing functions similar to the functions presently performed by Executive at the Company, including supervision of Directors physical handling of Milgray and/or the President inventory, management of security, quality and efficiency of the Company's warehouses, shall have general supervision, direction purchasing of supplies and control equipment (other than computer equipment) and maintenance and repair of the business, officers and employees of Milgray and its subsidiariesfacilities; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group Operations of Bellthe Company. Xxtwithstanding Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of Milgraythe Company, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 2 responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the CompanyCompany or the Guarantor. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment Employee shall be employed by Employer as Vice President of Milgray and Executive Sales of Employer. As such, Employee shall provide services typically provided by a Vice President--Electronics Distribution Group President of Bell xxxforming Sales in the functions of principal executive officer in charge of a significant segment Business of the Company's business - i.e.Employer (as defined in Section 10(b)), including, without limitation, overseeing and managing the business presently being conducted sales and marketing activities of Employer and such other duties and responsibilities as may from time to time be assigned to or vested in Employee by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Parent’s Board of Directors (the “Board”) or by any officer of Milgray and/or the President of the Company, Employer or Parent superior to Employee. Employee shall have general supervisionno authority to contractually bind Employer or Parent, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in considered an executive officer of Employer or Parent within the meaning of the Securities Exchange Act of 1934, as amended. Additionally, Employee’s employment by Employer shall be subject to, and limited by, the following conditions: (a) Employee shall be available to provide a minimum of forty-five (45) hours and a maximum of sixty (60) hours per week of services to Employer. Employee shall provide such services upon request of Employer, but Employer shall not be obligated to request that such services be provided. So long as Employee is employed by Employer, Employee shall devote Employee’s full time, attention, skill and ability during normal and usual business hours (and outside those hours when reasonably necessary to fulfill Employee’s duties hereunder) to the faithful and diligent performance of the duties and responsibilities described herein. (b) Employee shall (i) devote his full time, energy and attention during regular business hours (and outside those hours when reasonably necessary to fulfill Employee’s duties hereunder) solely to the benefit and the Business of the Employer; (ii) not be employed by any other duties which person or entity, whether on a full-time or part-time basis, or otherwise act as a consultant or independent contractor for the benefit of any other person or entity; and (iii) not undertake any other activities (individually or collectively), that conflict or materially interfere with the performance of his Employee’s duties hereunder. Executive , provided that in no event shall Employee be prohibited from performing personal and/or charitable activities and any other activities as may be approved by Employer. (c) Employee’s services shall be entitled performed from Employee’s home located at Louisville, Kentucky or such other location as may be requested from time to an officetime by Employer, secretarial help as well as at such other locations and other accommodations and amenities comparable subject to those Executive presently has at Milgraysuch travel requirements as may be reasonably necessary to the performance of Employee’s duties hereunder, provided that Employee’s main work location shall not be moved from Louisville, Kentucky without Employee’s prior written consent.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray be actively engaged on a full-time basis in the business and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment activities of the CompanyCompany and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive's working time and attention to the Company and its Affiliates and the promotion of its business - i.e.and interests and the performance of Executive's duties and responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business presently being conducted by Milgray, such employment to commence on the effective date and activities of the MergerCompany and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report be employed hereunder as General Counsel and an Executive Vice President of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer of the Company (“CEO”) or the President of the Company, and subject to the directions of Company (“President”) or the Board of Directors of Milgray and/or the Company (the “Board”). Executive shall report directly to the CEO and the President. (b) During the Term, Executive will carry out his duties as Executive Vice President and General Counsel in the Company's headquarters in New York City, or any future headquarters of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required subject to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained normal travel requirements in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere connection with the performance of his duties. (c) During the Term, Executive shall use Executive's reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive's duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any material way with the performance of Executive's duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by Employer in the conduct of its business. Executive's powers and authority shall be as prescribed by the Limited Liability Company does hereby employ Agreement of Employer dated as of December 30, 2002 (the "LLC Agreement") and shall include all those delegated to him by Lodestar prior to the Effective Date, together with the performance of such other duties and responsibilities as from time to time may be assigned to him by the Board of Managers of Employer (the "Board") consistent with the position of Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerOfficer. Executive shall report to the President Board and Xxxxx X. Xxxxxxx, Chairman and Chief Executive Officer of PVTB and PrivateBank, or his successor, or on any Change in Control, to a person of similar seniority. Executive recognizes, that during the Companyperiod of his employment hereunder, he owes an undivided duty of loyalty to Employer, and subject agrees to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the performance of said duties and responsibilities and to use his best efforts to promote and develop the business of Employer. Recognizing and acknowledging that it is essential for the Company protection and Milgray enhancement of the name and business of Employer and the goodwill pertaining thereto, Executive shall perform his duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by Employer and the industry from time to time. Executive will not be engaged in perform any duties for any other business without the prior written consent of Employer, and may engage in charitable, civic or community activities, provided that such duties which or activities do not materially interfere with the proper performance of his duties hereunderunder this Agreement. During the period of employment, Executive agrees to serve as a member of the Board, as well as to serve as a member of any committee of any said Board, to which he may be elected or appointed. (b) Notwithstanding that this Agreement provides for the employment of Executive as Employer's Chief Executive Officer, nothing herein contained shall assure Executive, nor in any manner be entitled construed to constitute an office, secretarial help and agreement by Employer to continue the employment of Executive after the expiration of the Initial Term in such capacity or in any other accommodations and amenities comparable to those Executive presently has at Milgraycapacity.

Duties and Responsibilities. The Company does hereby employ Executive From and Executive hereby accepts such employment as President of Milgray after the Closing and Executive Vice President--Electronics Distribution Group of Bell xxxforming during the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Employment Period, the business presently being conducted by Milgray, such employment to commence on Executive shall serve as the effective date Chief Executive Officer of the MergerFGX Holdings and each of its subsidiaries. The Executive shall report to the President Corporate Senior Vice President, Strategic Marketing and Innovation (the “Corporate SVP”) of Parent and shall perform such duties and have such responsibilities and authority as are consistent with his position and customary for the Company, chief executive officer of a wholly-owned subsidiary and subject delegated to him from time to time by the directions Corporate SVP. The Executive shall serve as a member of the Board of Directors of Milgray and/or FGX Holdings (the President “Board”) during that portion of the CompanyEmployment Period during which FGX Holdings remains a privately held company. The Executive shall at all times perform his duties and responsibilities honestly, diligently, in good faith and to the best of his ability. The Executive shall have general supervision, direction observe and control comply with all of the businessrules, officers regulations, policies and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, procedures established by the Company plans and Parent from time to investigate combining its existing distribution businesstime and all applicable laws, rules and regulations imposed by any governmental or segments thereof, with those of Milgray, and where feasible or practicable, regulatory authorities from time to combine such business, or segments thereof, and that as a result of such combination, time. The Executive’s employment by the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive shall be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status full-time and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports exclusive and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility Executive agrees that he will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time time, attention and attention energies to the business performance of his obligations hereunder. Notwithstanding anything to the contrary set forth herein, the Executive shall be permitted during the Employment Period to (a) engage in charitable and civic activities, (b) serve as a member of the board of directors of not more than two additional for profit corporations and (c) manage his personal passive investments, provided (i) such personal passive investments are not in a company or companies which engage in any business which is similar to or competitive with the business which the Company and Milgray and shall not be or any of its affiliates are engaged in or are then planning to engage in, (ii) such investments represent the beneficial ownership of less than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market, and (iii) neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other duties which than exercising his right as a shareholder, and in the case of (a), (b) and (c), such activities do not individually or in the aggregate interfere with the performance of his the Executive’s duties hereunderand responsibilities under this Agreement. The Executive shall be entitled based at the Company’s headquarters in Smithfield, Rhode Island, subject to an office, secretarial help and such travel to other accommodations and amenities comparable geographic locations as may be necessary to those Executive presently has at Milgrayfulfill his obligations under this Agreement.”

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed by and, subject to Section 2(b), devote all of Executive’s business time and attention to the Company does hereby employ Executive and Executive hereby accepts such employment as President the promotion of Milgray its interests and Executive Vice President--Electronics Distribution Group the performance of Bell xxxforming Executive’s duties and responsibilities hereunder, upon the functions terms and conditions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report to the President render Executive’s services hereunder as Chief Executive Officer of the Company, Company with such duties and subject responsibilities commensurate with his title and position as directed from time to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”). Executive will report directly to the Board and Xxxx Xxxxx shall initially serve as Chairman of the Company, shall have general supervision, direction and control Board. At the beginning of the businessTerm, officers the Board shall appoint Executive to serve as a member of the Board and employees of Milgray from time to time, Executive may be designated to such other offices within the Company or any Subsidiary or Affiliate. Executive acknowledges and its subsidiariesagrees that he shall not be entitled to any additional compensation for his service on the Board or any other offices within the Company or any Subsidiary or Affiliate. (b) During the Term, Executive shall perform his services in various office locations as requested by the Board, including the Company’s headquarters in San Diego as well as various manufacturing facilities in Asia. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel extensively on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. (c) During the Term, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, that Executive may manage Executive’s personal investments and affairs, and participate in philanthropic activities, in each case to the extent that such activities do not interfere with the performance of Executive’s duties under this Agreement and are not in conflict with the business interests of the Company or otherwise compete with the Company. The Company hereby consents to the activities listed in Exhibit D. For the avoidance of doubt, during the Term, Executive shall not be required permitted to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained become engaged in the preceding sentence, Executive acknowledges that, following the Merger, or render services for any Person other than the Company plans to investigate combining and its existing distribution businessAffiliates, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as be a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position member of the person to whom Executive reports and board of directors of any Person, in any case without the class of employees who report to Executive) shall be similar to other Vice Presidents consent of the Company Board. Executive shall at all times comply with responsibilities similar to those of Executive. Any such change and abide by all terms and conditions set forth in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business all applicable work/employment policies of the Company, including the Company’s Statement of Principles Policy and any recoupment policy, as in effect from time to time, procedures and rules as may be issued by Company and Milgray from time to time, and shall not be engaged in any other duties which interfere comply with all federal, state and local statutes, regulations and public ordinances applicable to the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Company does hereby employ Executive duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment responsibilities of the Company's Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business - i.e.and shall be performed by Executive on a part-time basis. The Executive’s powers and authority shall be as prescribed by the bylaws of the Employer, if applicable, and shall include all those presently delegated to the Executive, together with the performance of such other duties and responsibilities as the Chief Executive Officer of the Employer may from time to time assign to the Executive not inconsistent with the Executive’s position(s) with the Employer. The Executive recognizes, that during the period of the Executive’s employment hereunder, the business presently being conducted by Milgray, such employment to commence on the effective date Executive owes an undivided duty of the Merger. Executive shall report loyalty to the President of the CompanyEmployer, and subject agrees to devote the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full ’s entire business time and attention to the performance of said duties and responsibilities and to use the Executive’s best efforts to promote and develop the business of the Company Employer. Recognizing and Milgray acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform her duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Employer and the industry from time to time. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. (b) Notwithstanding that this Agreement provides for the employment of the Executive in the Executive’s capacity as the Executive Vice President and Secretary of the Bank, nothing herein contained shall assure the Executive of, nor in any manner shall be engaged construed to constitute an agreement by the Employer to the continued employment of the Executive after the expiration or termination of this Agreement in such capacity or in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraycapacity.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Regional Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerSales. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the CompanyPresident, shall have general supervisionbe responsible for supervising sales activities of branches assigned to Executive and related matters, direction including profit and control of loss for assigned branches and region, customer relations and agreements with significant customers and performing other functions similar to the business, officers and employees of Milgray and its subsidiariesfunctions presently performed by Executive at the Company connected with the foregoing; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Regional Vice President--Electronics Distribution Group Sales of Bellthe Company. Xxtwithstanding Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of Milgraythe Company, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's 219 responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the CompanyCompany or the Guarantor. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray be actively engaged on a full-time basis in the business and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment activities of the Company's business - i.e., Company and its Affiliates for the business presently being conducted by Milgray, such employment to commence on the effective date entirety of the MergerTerm, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive shall report be employed hereunder as Executive Vice President and Managing Director of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer (“CEO”) or President of the Company, and subject to the directions of Company (“President”) or the Board of Directors of Milgray and/or the President Company (the “Board”) or are consistent with such position, including, without limitation, the duty to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report directly to the CEO or President. Executive agrees to cooperate with reasonable requests of the Company, shall have general supervision, direction and control of which will generally be communicated through the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as Board or President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicableCEO, to combine such business, or segments thereof, and that as a result provide services to Affiliates of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or its successorthe Board, from time to time. (b) organization chart (i.e.During the Term, Executive will carry out his duties as Executive Vice President and Managing Director in the status and position Company’s headquarters in New York City, or any future headquarters of the person Company, subject to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change normal travel requirements in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere connection with the performance of his duties. (c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any material way with the performance of Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, Executive and will serve as Executive hereby accepts such employment as President of Milgray and Executive Vice Vice-President--Electronics Distribution Group of Bell xxxforming , WPP Group; with the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; providedunderstanding, however, that Executive’s duties and responsibilities shall primarily consist of working with the Group Chief Executive of WPP Group plc (currently Xxxxxx Xxxxxxx) to manage and supervise WPP Group’s public relations and public affairs business, which is comprised of the operations conducted by Xxxxxxxx Communications, Xxxxxx-Xxxxxxxxxx, Xxxx & Xxxxx, Finsbury Limited, Hill and Xxxxxxxx, Ogilvy Public Relations Worldwide, Xxxxxxxx Xxxxx & Xxxxxxxxxx, Xxxxxxx & Company, The Xxxxxx Group, Penn, Xxxxxx & Xxxxxxx, and such other related businesses as may be designated by the Group Chief Executive of WPP Group plc from time to time (collectively, the “PR Business”). Executive shall not perform such executive duties and responsibilities in connection with the management and supervision of the PR Business as may be required assigned to undertake duties not commensurate with his position as President him from time to time by or under the Group Chief Executive of Milgray WPP Group plc, and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentenceabsence of such assignment, such duties as are necessary to the management and supervision of the PR Business. Notwithstanding the foregoing, Executive acknowledges thatshall be permitted to continue to perform services directly for clients on a basis consistent with past practices, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine so long as such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature services (i) do not constitute more than 50% of Executive's responsibilities ’s total business time and attention and (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in ii) are performed for the Company (or its successor) organization chart (i.e., the status and position account of the person Company. Executive will report directly to whom the Group Chief Executive reports and the class of employees who report to WPP Group plc. (b) Executive) ’s employment hereunder shall be similar to other Vice Presidents of full-time and exclusive. Notwithstanding the Company with responsibilities similar to those of Executive. Any such change in responsibility will foregoing and provided that the same shall not otherwise constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which Executive’s obligations or covenants hereunder or impair or materially interfere with the performance of his duties Executive’s responsibilities hereunder, Executive may (i) engage in other civic, political, social and professional activities and serve on the boards of directors of other companies, provided that such activity or service does not conflict with the interests of the Company or its clients; and (ii) receive and retain speaking fees. Executive shall agrees that he will at all times (A) devote his best efforts, skill and ability to promote the Company’s interests; and (B) perform his services to the Company and his responsibilities as an executive of the Company in a competent and professional manner. (c) Executive’s services under this Agreement will be entitled to an officeperformed primarily at Hill and Knowlton’s offices in Washington, secretarial help D.C. The parties acknowledge and other accommodations agree however that the nature of Executive’s services may require substantial amounts of domestic and amenities comparable to those Executive presently has at Milgrayinternational travel.

Duties and Responsibilities. The Company does hereby employ Employee shall be employed in the position of Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of Officer (“CEO”) for the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of direction otherwise by the Company, shall have general supervisionwill also act as CEO, direction and control of the businessDirector to its affiliated entity Edesa Biotech Research, officers Inc. (“Edesa Research”), an Ontario corporation and employees of Milgray and CEO to its subsidiaries; providedaffiliated entity Edesa Biotech USA, howeverInc. (“Edesa USA”), that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Mergera California corporation (collectively, the Company plans to investigate combining “Edesa Entities”). The Employee will be responsible for performing such duties as the Employer or its existing distribution businessdesignee may reasonably assign, or segments thereof, with those including all duties usually and customarily rendered by and required of Milgraya CEO of a publicly traded company, and where feasible or practicableincluding such duties as are described in any written job description that may be provided to the Employee and amended from time to time, to combine such business, or segments thereof, and provided that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required may such an amendment or duties assigned to accept job responsibilities in an area outside the Employee materially diminish the Employee’s level of his current expertise or to act in less than an executive capacity; moreoverresponsibilities, Executive's status title, and position in the Company (or its successor) organization chart (i.e., the status and position stature as CEO of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of ExecutiveEmployer. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive The Employee shall devote his full business time and attention to the business and affairs of the Company and Milgray the Edesa Entities and shall not be engaged work those hours required to meet his duties and responsibilities hereunder. During the term of his employment, the Employee will refrain from engaging in any activities in which the Employee’s personal interests conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company. As such, the Employee will not, directly or indirectly, engage or participate in any other duties business activities which conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company without the written consent of the Company. The parties acknowledge that the Employee is actively engaged in the practice of medicine approximately twenty-five (25) hours per week (the “Other Work”) without conflict or interference with his duties, responsibilities and attention to the affairs of the Company. Notwithstanding the restrictions stated in the preceding paragraph, the Employer agrees that the Employee may continue to engage in the Other Work, provided that it continues not to conflict or interfere with the performance Employee’s duties, responsibilities and attention to the affairs of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a _______ of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As _________ of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for _________, as well as all tasks and responsibilities normally associated with the offices of _________ of an online marketplace lending business of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreementhis Employment, Executive shall devote his full business time report to and attention be responsible to the business Company’s _________ board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board _________, as long as such duties and responsibilities are consistent with those of the Company Company’s _________. (b) The Executive shall devote all of his working time, attention and Milgray and shall not be engaged in any other duties which interfere with skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray be actively engaged in the business and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment activities of the Company's Company and its Affiliates during the Employment Period, and to devote considerable time and attention to the Company and its Affiliates and the promotion of its business - i.e.and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business presently being conducted by Milgray, such employment to commence on the effective date and activities of the MergerCompany and its Affiliates are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report be employed hereunder with the title Chief Operating Officer of the Company with such duties and responsibilities customarily associated with this position under Delaware law, as directed from time to time by the Company and reporting solely to the President Chief Executive Officer. Executive agrees to cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates (including Harbinger Group Inc. and its Affiliates) in accordance with Company policies. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder, it being understood that Executive also performs services related to Harbinger Capital Partners, LLC and its affiliates (“HCP”). For the avoidance of doubt, during the Employment Period except for services related to HCP, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company(iii) be directly or indirectly materially engaged or interested in any business activity, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate trade or occupation (other than employment with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and shall not be engaged managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any other duties which interfere material way with the performance of his Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ will include all the duties and responsibilities associated with a Chief Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge Officer of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. As Chief Executive shall report to the President Officer of the Company, and subject to the directions of Executive shall be primarily responsible for overseeing the Board of Directors of Milgray and/or the President implementation of the Company’s business strategy, shall have general supervision, direction as well as all tasks and control responsibilities normally associated with the offices of the business, officers Chief Executive Officer of a trucking services provider of similar size and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Executive Officer. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. The Company does hereby employ (a) During the Term, Executive agrees to be employed and Executive hereby accepts such employment as President devote all of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the CompanyExecutive's business - i.e.time and efforts to the Company and the promotion of its interests and the performance of Executive's duties and responsibilities hereunder as General Counsel, upon the business presently being conducted by Milgray, such employment to commence on the effective date terms and conditions of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to time by the President Chief Executive Officer of the CompanyCompany ("CEO"), and subject to the directions of or the Board of Directors of Milgray and/or the President Company (the "Board") that are customary for a General Counsel. (b) During the Term, Executive shall report directly to the CEO or the CEO's designee, or in the absence thereof the Board. Executive acknowledges that Executive's duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall generally be physically present on Company premises, and will occasionally work from her home (or be traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). Executive will serve as an officer and director of subsidiaries and affiliates as requested by the Company but shall not be entitled to any additional compensation for such board service while employed by the Company. (c) During the Term, Executive shall have general supervision, direction use Executive's best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive's duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive's personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive's duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the prior consent of the Company.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the position of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment , General Counsel of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. The Executive shall report to the President Chief Executive Officer of the Company (the "CEO") and the Chief Financial Officer of the Company (the "CFO"), at such times and in such detail as they shall reasonably require. In addition, the Executive shall serve as Secretary of the Company without additional compensation. (b) The Executive shall be the chief legal officer of the Company, and subject in connection therewith shall perform such executive and managerial duties and responsibilities customary to her offices and as are reasonably necessary to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business operations of the Company and Milgray its subsidiaries and as may be assigned to her from time to time by or under authority of the CEO or CFO, consistent with her positions as designated in paragraph 3(a) above. (c) The Executive (i) will use her best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO or CFO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO or CFO. (d) The Executive's employment by the Company shall be exclusive, and during the Term, the Executive agrees that she will (i) devote at least four days of her business time and attention, her best efforts, and all of her skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out her duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities, and manage her personal passive investments, provided that such passive investments are not be engaged in any other duties a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of his the Executive's duties and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the Company in Los Angeles, California, subject to necessary travel requirements of her position and duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ A. Executive and Executive hereby accepts such employment shall serve as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.’s Chief Executive Officer (“CEO”), with a principal office in the business presently being conducted by MilgrayCompany’s San Francisco, such employment to commence on the effective date of the Merger. Executive California location, and shall report to the President Company’s Board of Directors (the “Board”). Executive agrees to perform in good faith and to the best of her ability all services that may be required of Executive hereunder and to be available to render such services at all reasonable times and places in accordance with such directions and requests as may be made from time to time by the Board. B. Executive has been, and will continue to serve as, a member of the Company’s Board. However, and subject to the directions of Executive may be removed from the Board of Directors of Milgray and/or in accordance with applicable law and the President Company’s bylaws. If Executive ceases to be employed by the Company in the capacity set forth herein, then Executive agrees to promptly resign from all Board and officer positions at the request of the Company, shall have general supervision, direction . C. Executive is expected and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required agrees to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his her full business working time and attention to the business of the Company and Milgray and shall will not be engaged render services to any other business without the prior approval of the Board (except as provided herein) or, directly or indirectly, engage or participate in any other duties which interfere business that is competitive in any manner with the performance business of his duties hereunderthe Company. Executive shall be entitled agrees that by the fifteenth (15th) day following the Effective Date, Executive will have resigned, stepped down or ceased to an officeprovide service to any other business, secretarial help job, charitable and civic activity or consulting activity, other accommodations than incidental activities undertaken on behalf of these entities and amenities comparable activities undertaken on behalf of the Company related to those these entities that are disclosed to the Company. Notwithstanding, Executive presently has at Milgraymay invest in up to one percent (1%) of the outstanding securities of any publicly-held corporation without approval of the Board, subject to the Company’s Xxxxxxx Xxxxxxx Policy and Related Party Transactions Policy. Moreover, in the sole discretion of, and upon written approval from, the Board, Executive may participate in other Board of Director or advisory positions that do not in any way negatively impact or conflict with the Company or Executive’s employment with the Company; provided that Executive provides advance notice to the Company’s General Counsel prior to pursuing any such position. D. Executive also understands and agrees that she must fully comply with the Company’s standard operating policies, procedures, and practices that are from time to time in effect during the term of her employment.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a _______ of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As _________ of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for _________, as well as all tasks and responsibilities normally associated with the offices of _________ of an automotive products, auto perfume and auto air fresheners supplier and an operator of e-commerce platform of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s _________. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment (a) During the Employment Term, Employee shall serve as President and Chief Executive Officer of Milgray the Company and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of shall perform all duties and accept all responsibilities incidental to such position or as may be assigned to him by the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date board of the Merger. Executive shall report to the President of the Companydirectors, and subject to he shall cooperate fully with the directions board of the Board directors and other executive officers of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term Employment Term, Employee shall also be available to perform similar duties on behalf of this Agreementsubsidiaries or divisions of the Company. During the Employment Term, Executive employee shall devote his full business time at all times comply with policies and attention to procedures adopted by the business Company for employees of the Company and Milgray its subsidiaries, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (b) During the Consulting Term, Employee shall provide consulting services to the Company as an independent contractor and not as an employee of the Company. Employee shall at all times during the Consulting Term act as an independent contractor and during such period nothing hereunder shall create or imply a relationship of employer-employee between the Company and Employee. During the Consulting Term, Employee shall also be engaged available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the Consulting Term, Employee shall at all times comply with policies and procedures adopted by the Company for consultants to the Company, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest. (c) Employee represents and covenants to the Company that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Employee from executing this Agreement and performing his duties and responsibilities hereunder during both the Employment Term and the Consulting Term, or which would in any other manner, directly or indirectly, limit or affect the duties and responsibilities which interfere with may now or in the performance future be assigned to Employee by the Company or the scope of his assistance to which he may now or in the future provide to subsidiaries or divisions of the Company, including without limitation any duties hereunder. Executive shall be entitled and responsibilities relating to an officethe development, secretarial help production and/or sale of (i) superconductive wire and other accommodations materials, (ii) permanent and amenities comparable to those Executive presently has at Milgraysuperconductive magnet systems used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, or (vii) CFC replacement products.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Financial Officer of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As Chief Financial Officer of the Company, the Executive shall be primarily responsible for all financial and subject to the directions strategic aspects of the Board of Directors of Milgray and/or the President business of the Company, shall have general supervision, direction including the development and control implementation of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company strategic development plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and preparation and review of the financial operations and financial statements of the Company, as well as all tasks and responsibilities normally associated with responsibilities the office of a Chief Financial Officer of a business of similar size and nature to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreementhis Employment, Executive shall devote his full business time report to and attention be responsible to the business Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, including serving as officers and/or directors of any member of the Company Group, as long as such duties and Milgray responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall devote all of his working time, attention and shall not be engaged in any other duties which interfere with skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a CEO of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As CEO of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for company management and operation, as well as all tasks and responsibilities normally associated with the offices of CEO of an online education and technology service provider of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming (a) During the functions of principal executive officer in charge of a significant segment of the Company's business - i.e.Term, the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to be employed by the President of the Company, Company as its Chief Executive Officer and subject to the directions of shall serve on the Board of Directors of Milgray and/or STSH, and Executive shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the President Company, and Capital Investment Services, Inc. ("CIS") and CIS Asset Management, Inc. ("CISAM") (collectively the "Affiliates") as are commensurate and consistent with employment as the Chief Executive Officer of the Company. (b) Executive's employment with the Company shall be full-time and exclusive, shall have general supervision, direction and control of except as noted in Section 2(c) below. During the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentenceTerm, Executive acknowledges thatshall, following the Mergerexcept as noted in Section 2(c) below and during periods of vacation, the Company plans to investigate combining its existing distribution businesssick leave, or segments thereofother duly authorized leave of absence, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, devote the Company may change the exact nature whole of Executive's responsibilities (time, attention, skill, and ability to the faithful and diligent performance of such duties and the exercise of such powers as may from time to time be assigned to the faithful and diligent performance of such duties and the exercise of such powers as may from time to time be assigned to or vested in Executive by the Company's Board of Directors. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for the Affiliates or any business entity controlling, controlled by, or under common control with the Company, and to accept such office or position with any Affiliate as the Board of Directors may require, including, but not Executive's job title)limited to, but in no event will Executive be required to accept job responsibilities in service as an area outside of his current expertise officer or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents director of the Company with responsibilities similar to those of Executiveor any Affiliate. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business comply with all applicable policies of the Company and Milgray and Affiliates. (c) The Executive shall not be engaged not, at any time during the Employment, engage in any other duties business activities, except that the Executive shall be entitled: (i) to continue with such activities as the Executive has carried on prior to the Term, including making and managing his personal and family investments and participating in other business, church or civic activities, provided that such activities do not include a beneficial ownership interest in a competitor, supplier or customer of the Company other than an investment in a publicly traded company of which interfere with Executive is not an employee, officer, director or partner that does not exceed 5% of the outstanding voting shares of such company; (ii) to serve on civic boards, non-profit boards, charitable boards or committees and trade associations or similar boards or committees; and (iii) to serve on for-profit business boards of directors subject to approval by the Company's Board of Director's, which consent shall not unreasonably be withheld or delayed. (d) Executive's services shall be primarily performed at the Company's offices in Miami, Florida and shall be performed from time to time at any other location of the Company. Executive's services shall be subject to such travel requirements as are reasonably necessary to the performance of his Executive's duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the position of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Chief Creative Officer of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. The Executive shall report to the President Chief Executive Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorthe "CEO"), at such times and in such detail as he shall reasonably require. (b) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, The Executive shall devote perform such executive and managerial duties and responsibilities customary to his full business time offices and attention as are reasonably necessary to the business operations of the Company and Milgray its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted (x) to engage in charitable and civic activities, and manage his personal passive investments, provided that such passive investments are not be engaged in any other duties a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively), and (y) to continue his ownership interest in and involvement with Urban Desires, an on-line magazine, on a basis consistent with past practices; provided, that the activities (individually or collectively) specified in clauses (x) and (y) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement. The Executive further agrees that he will not sell any portion of his interest in Urban Desires to any company which either itself or through one or more subsidiaries provides marketing, branding, advertising or other communications services. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the Company in New York, New York, subject to necessary travel requirements of his position and duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President Chief Financial Officer, upon the terms and conditions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to time by the President Chief Executive Officer of the CompanyCompany (“CEO”), and subject to the directions of or the Board of Directors of Milgray and/or the President Company (the “Board”) that are customary for a Chief Financial Officer. (b) During the Term, Executive shall report directly to the CEO or his designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). The Executive will serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such board service while employed by the Company. (c) During the Term, Executive shall have general supervision, direction use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the prior consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board).

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the positions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment , Europe of the Company's business - i.e., the business presently being conducted by Milgrayand Managing Director of Online Magic Ltd., such employment to commence on the effective date a wholly-owned subsidiary of the MergerCompany. The Executive shall report to the President Chief Executive Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorthe "CEO"), at such times and in such detail as the CEO shall reasonably require. (b) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, The Executive shall devote perform such executive and managerial duties and responsibilities customary to his full business time offices and attention as are reasonably necessary to the business operations of the Company and Milgray its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities, and manage his personal passive investments, provided that such passive investments are not be engaged in any other duties a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the Company in London, England, subject to necessary travel requirements of his position and duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The (a) During the Term, the Executive shall serve as the President and Chief Executive Officer of the Company does hereby employ or in such other positions with the Company and its subsidiaries consistent with the titles noted above as may be assigned to him from time to time by the Company’s Board of Directors (the “Board”). Executive shall also be a member of the Board for so long as Executive serves as CEO. During the Term, the Executive shall (i) be subject to, and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment comply with, all of the Company's business - i.e.’s policies, the business presently being conducted by Milgrayrules and regulations applicable to its executive officers, such employment to commence on the effective date of the Merger. Executive shall (ii) report to the President of the Companyto, and be subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of of, the business, officers Board and employees of Milgray and its subsidiaries; provided, however, that Executive (iii) shall not be required to undertake perform such duties not commensurate with his the Executive’s position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar assigned to other Vice Presidents of the Company with responsibilities similar Executive from time to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement time by the CompanyBoard. During the term of this Agreement, The Executive shall devote his full business working time and attention efforts to the business and affairs of the Company and Milgray its subsidiaries. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the prior written approval of the Board, or engage in religious, charitable or other community activities, as long as such services and shall activities are disclosed to the Board and do not be engaged in any other duties which interfere with the Executive’s performance of his duties hereunderto the Company as provided in this Agreement. The Executive shall perform and discharge faithfully, and to the best of his ability, such duties and responsibilities on behalf of the Company and any of its subsidiaries as are consistent with his position. The Company expects to secure office space in the Northern Virginia area to serve as the headquarters location of the Company. The Executive will be entitled assigned to an the headquarters office. (b) The Executive represents and warrants to the Company that the Executive is not a party to or subject to any employment agreement or arrangement with any other person, secretarial help firm, company, corporation or other business or entity and other accommodations the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Executive’s right or ability (i) to enter the employ of the Company or (ii) to perform fully his duties and amenities comparable obligations pursuant to those Executive presently has at Milgraythis Agreement.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment as President shall have the position of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Chief Technology Officer of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. The Executive shall report to the President Chief Executive Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorthe "CEO"), at such times and in such detail as he shall reasonably require. (b) organization chart (i.e., the status and position of the person to whom The Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of responsible for technology leadership for the Company with and in connection therewith shall perform such executive and managerial duties and responsibilities similar customary to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time office and attention as are reasonably necessary to the business operations of the Company and Milgray its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. In addition, the Executive will participate as a member of the Company's senior executive management. (c) The Executive (i) will use his best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company and its subsidiaries in furtherance of his duties hereunder, (ii) carry out his duties in a competent and professional manner, and (iii) work with other employees of the Company and its subsidiaries in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to (x) engage in charitable and civic activities, and (y) provide business advice and assistance to friends and family (it being acknowledged by the Company that the Executive has in the past and may in the future provide such assistance), and (z) manage his personal passive investments, provided that such businesses operated by friends or family or such passive investments are not be engaged in any other duties a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities (individually or collectively) do not materially interfere with the performance of the Executive's duties and responsibilities under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the Company in Boston, Massachusetts, subject to reasonable and necessary travel requirements of his position and duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Financial Officer of a significant segment U.S.-listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As Chief Financial Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for all tasks and responsibilities normally associated with the offices of Chief Financial Officer of a company of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of his or her Employment, Executive shall report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Company’s director of the board and Chief Financial Officer. (b) The Executive shall devote all of his or her working time, attention and skills to the performance of his or her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company and Milgray approved from time to time by the Board. (c) During the term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be engaged concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for no additional compensation, to serve on the Board or such boards of directors. Upon the end of the Term for any reason, Executive agrees to immediately resign from the Board and from all other duties which interfere board positions and offices Executive holds with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help Company or with any Group member unless otherwise agreed upon between the Company and other accommodations and amenities comparable to those Executive presently has at MilgrayExecutive.

Duties and Responsibilities. The Company does hereby employ (a) During the 2000 Agreement Term, Executive shall serve as Chief Executive Officer and Executive hereby accepts such employment as President of Milgray the Company and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of shall perform all duties and accept all responsibilities incidental to such position or as may be assigned to him from time to time by the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date Board of the Merger. Executive shall report to the President of the CompanyDirectors, and subject to the directions of he shall cooperate fully with the Board of Directors and other executive officers of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, 2000 Agreement Term Executive shall devote his full business time also be available to perform similar duties on behalf of subsidiaries or divisions of the Company. During the 2000 Agreement Term Executive shall at all times comply with policies and attention to procedures adopted by the business Company and ratified by the Board of Directors for employees of the Company and Milgray its subsidiaries, including without limitation the procedures and shall policies adopted by the Company regarding conflicts of interest. (b) Executive represents and covenants to the Company that he is not be engaged subject, or a party, to any employment agreement, non-competition covenant, non-disclosure agreement or any similar agreement, covenant, understanding or restriction which would prohibit Executive from executing this 2000 Agreement or from adhering to the terms and provisions of the 1998 Agreement and the 1999 Agreement, and performing his duties and responsibilities hereunder during the 2000 Agreement Term or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Executive by the Company or the scope of assistance to which he may now or in the future provide to subsidiaries or divisions of the Company, including without limitation any duties and responsibilities relating to the development, production and/or sale of (i) superconductive wire and materials, (ii) permanent and superconductive magnet systems, or RF coils, used in MRI diagnostic imaging systems, (iii) NMR spectroscopy systems, (iv) devices for separation of materials by magnetic means, (v) cryogenic equipment and refrigeration systems, (vi) permanent magnet applications as part of the U.S. strategic defense initiative program, (vii) CFC replacement products, or (viii) products related to any other duties business in which interfere the Company or any of its affiliates is engaged as of the date of Executive's separation of employment with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at MilgrayCompany for any reason whatsoever.

Duties and Responsibilities. Section 4.1 The Company does hereby employ Executive Trustee, and Executive hereby accepts the Employer shall each discharge its assigned duties and responsibilities under this agreement and the Plan solely in the interest of Plan participants and their beneficiaries in the following manner: (a) for the exclusive purpose of providing benefits to Plan participants and their beneficiaries and defraying reasonable expenses of administering the Plan; (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such employment as President matters would use in the conduct of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge an enterprise of a significant segment like character and with like aims; (c) by diversifying the available investments under the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and (d) in accordance with the provisions of the Company's business - i.e.Plan and this agreement insofar as they are consistent with the provisions of ERISA. Notwithstanding the above or anything to the contrary herein, the business presently being conducted assets of the Plan shall be held by Milgraythe Trustee as title holder only. Persons holding custody or possession of assets titled to the Trust shall include the Employer and any agents or subagents or other persons designated by the Employer. The Trustee shall not be responsible or liable for any loss or expense which may arise from or result from compliance with any direction from the Employer to take title to any assets, nor shall the Trustee be responsible or liable for any loss or expense which may result from the Trustee's refusal or failure to comply with any direction to hold title, except if the same shall involve or result from the Trustee's negligence or intentional misconduct. The Trustee may refuse to comply with any direction from the Employer in the event the Trustee, in its sole and absolute discretion, deems such employment direction improper by virtue of applicable law. Section 4.2 Subject to the provisions of Article III, the Trustee shall have the following additional powers and authority with respect to all property constituting a part of the Fund in a nondiscretionary manner solely as directed by the Employer: (a) To sell, exchange or transfer any such property at public or private sale for cash or on credit. (b) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to any such property, and to consent to or oppose any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any corporation or other entity. (c) To deposit any such property with any protective, reorganization or similar committee; to delegate discretionary power to any such committee, and to pay part of the expenses and compensation of any such committee and any assessments levied with respect to any property so deposited. (d) To exercise conversion privileges or subscription rights available in connection with any such property; to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Fund and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which may be deemed necessary or advisable in connection therewith and to hold and retain any securities or other property which it may so acquire. (e) To commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings; to settle, compromise or submit to arbitration, any claims, debts or damages, due or owing to or from the Trust. (f) To borrow money from any lender in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purposes of the Trust and to pledge any securities or other property for the repayment of any such loan. (g) To make, execute and deliver, as Trustee, any and all contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers. (h) To transfer title to assets of the Fund to a successor trustee. (i) To exercise, generally, any of the powers which an individual owner might exercise in connection with property held by the Fund, and to do all other acts that the Employer deemed necessary or proper to carry out any of the powers set forth in this Section 4.2 or otherwise in the best interest of the beneficiaries of the Fund. Section 4.3 The Employer shall keep full and accurate accounts of all receipts, investments, disbursements and other transactions involving the Fund. The Trustee shall not be required to keep accounts of the investment, receipts, disbursement and other transactions of the Trust, except as necessary to perform its title-holding function hereunder, except to the extent, if any, that an accounting by a trustee is required and non-delegable under applicable law. Section 4.4 Solely if and to the extent that an accounting by a trustee is required and non-delegable under applicable law, within ninety (90) days after the end of each Plan year or within ninety (90) days after its removal or resignation, the Trustee may file with the Employer a written account setting forth the assets titled to the Trust. Upon approval of such written account, the Employer shall not be entitled to any further accounting by the Trustee. The failure to express objections to such account in writing, delivered to the Trustee within 90 days from the date on which the account is delivered shall be deemed an approval of the accounting. Section 4.5 The Trustee shall not be required to determine the facts concerning the eligibility of any Plan participant to participate in the Plan, the amount of benefits payable to any participant or beneficiary under the Plan, or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely solely upon the written advice and directions of the Employer as to any such question of fact. Section 4.6 Unless resulting from the Trustee’s negligence, intentional misconduct or breach of its fiduciary duties under this agreement or ERISA, the Employer shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney’s fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Plan or this agreement. Section 4.7 In the management of the Trust Fund, the Trustee may employ agents and delegate to them such ministerial and limited discretionary duties as the Trustee shall see fit. As of the effective date of the MergerTrust Agreement, the Trustee has appointed the Hartford Life Insurance Company (“The Hartford”) as the agent to which it has delegated certain duties. Executive shall report Also, as of the effective date of the Trust Agreement, the Trustee appoints the Employer as its authorized representative to which it has delegated the authority to sign on the Trustee’s behalf all documents relating to the President investment of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray Plan assets in any vehicle sponsored by or made available through The Hartford and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayaffiliates.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, Executive agrees to be employed and Executive hereby accepts such employment as President devote substantially all of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the CompanyExecutive's business - i.e.time and efforts to the Company and the promotion of its interests and the performance of Executive's duties and responsibilities hereunder as Chief Accounting Officer of IEA Energy Services, LLC., upon the business presently being conducted by Milgray, such employment to commence on the effective date terms and conditions of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to time by the President Chief Financial Officer of the CompanyCompany ("CFO"), and subject to the directions of or the Board of Directors of Milgray and/or the President Company (the "Board") that are customary for a Chief Accounting Officer. (b) During the Term, Executive shall report directly to the CFO or his designee, or in the absence thereof the Board. Executive acknowledges that Executive's duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). The Executive will serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such board service while employed by the Company. (c) During the Term, Executive shall have general supervision, direction use Executive's best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive's duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive's personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive's duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help 'and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the prior consent of the Company {for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board).

Duties and Responsibilities. (a) The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report serve the Company as its Chief Executive Officer, reporting directly to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or QL Holdings (the President “Board”) or its designee. (b) The Executive shall be employed by the Company on a full-time basis and during the Term shall perform the duties and responsibilities, and shall have the powers and authority, as are normally associated with the office of Chief Executive Officer and shall have such other duties, responsibilities, power and authority as may be reasonably designated from time to time by the Board. (c) Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Affiliates’ policies and procedures in all material respects. In performing his duties and exercising his authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s and its Affiliates’ efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. (d) During the Term, the Executive shall devote all of his business time, attention and efforts, as well as his business judgment, skill and knowledge exclusively to the advancement of the Company, shall have general supervision, direction business and control the interests of the business, officers and employees of Milgray Company and its subsidiariesAffiliates, and to the discharge of his duties hereunder; provided, however, that the Executive may make and manage passive personal investments on behalf of the Executive and his family, or engage in other activities for any civic or non-profit institution, provided that such activities do not conflict with the interests of the Company or its Affiliates or otherwise interfere with the discharge of the Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, the Executive shall not be required devote any of his time or efforts to undertake duties not commensurate with his position as President the development, advancement or operation of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in any other for-profit venture or activity. (e) To induce the preceding sentence, Executive acknowledges that, following the MergerCompany to enter into this Agreement, the Executive represents and warrants to the Company plans that the Executive is not a party to investigate combining its existing distribution businessor subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, and the Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or segments thereof, with those by virtue of Milgray, and where feasible any law or practicable, rule of law or otherwise which would impair the Executive’s right or ability (i) to combine such business, or segments thereof, and that as a result of such combination, enter the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents employ of the Company with responsibilities similar or (ii) to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of perform fully his duties and obligations pursuant to this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President Employee shall be employed in the position of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of Chief Financial Officer (CFO) for the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of direction otherwise by the Company, shall have general supervisionwill also act as CFO to its affiliated entities Edesa Biotech Research, direction Inc. (“Edesa Research”), an Ontario corporation and control of the businessEdesa Biotech USA, officers and employees of Milgray and its subsidiaries; providedInc. (Edesa USA), however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Mergera California corporation (collectively, the Company plans to investigate combining “Edesa Entities”). The Employee will be responsible for performing such duties as the Employer or its existing distribution businessdesignee may reasonably assign, or segments thereof, with those including all duties usually and customarily rendered by and required of Milgraya Chief Financial Officer of a publicly traded company, and where feasible or practicableincluding such duties as are described in any written job description that may be provided to the Employee and amended from time to time, to combine such business, or segments thereof, and provided that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required may such an amendment or duties assigned to accept job responsibilities in an area outside the Employee materially diminish the Employee’s level of his current expertise or to act in less than an executive capacity; moreoverresponsibilities, Executive's status title, and position in the Company (or its successor) organization chart (i.e., the status and position stature as Chief Financial Officer of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of ExecutiveEmployer. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive The Employee shall devote his full business time and attention to the business and affairs of the Company and Milgray the Edesa Entities and shall not be engaged work those hours required to meet his duties and responsibilities hereunder. During the term of his employment, the Employee will refrain from engaging in any activities in which the Employee’s personal interests conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company. As such, the Employee will not, directly or indirectly, engage or participate in any other duties business activities which interfere conflict with the performance Employee’s duties, responsibilities, and attention to the affairs of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company without the written consent of the Company.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries, that are under his direction, are conducted in accordance with the Company’s practices and/or applicable laws, rules and regulations in all material respects and as such are interpreted by the Company’s law department and compliance professionals. Executive shall be employed hereunder as Executive Vice President and Chief Financial Officer, or such other title as agreed to between Executive and the Chief Executive hereby accepts Officer of Holdings with such employment as President duties and responsibilities customary for companies of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming comparable size to the functions of principal executive officer Company in charge of a significant segment of the Company's business - i.e., ’s industry and commensurate with Executive’s status and position hereunder and as directed from time to time by the business presently being conducted by Milgray, such employment to commence on the effective date Chief Executive Officer of the MergerHoldings. Executive shall report directly to the Chief Executive Officer of Holdings. (b) During the Term, Executive will be available to carry out his duties as Executive Vice President and Chief Financial Officer. (c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the Companyboard of directors of any Person (other than charitable or nonprofit organizations), and subject to in any case without the directions consent of the Board of Directors of Milgray and/or Holdings (the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title“Board”), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged directly or indirectly materially engaged, or concerned or interested in any business activity, trade or occupation (other duties which interfere than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not inhibit or, subject to Section 7, conflict in any material way with the performance of his Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as Chief Executive Officer, upon the terms and Executive hereby accepts such employment as President conditions of Milgray this Agreement and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge commensurate with similar duties of a significant segment Chief Executive Officer of a similarly sized company in a similar line of business as the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) that are customary for a Chief Executive Officer. (a) During the Term, Executive shall report directly to the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). The Executive may serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such service while employed by the Company. (b) During the Term, Executive shall have general supervision, direction use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company without the prior consent of the Company.

Duties and Responsibilities. The Company does x. Xxxxxxx hereby employ retains the services of Executive and in the non-exclusive role of interim Chief Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Officer of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report Subject at all times to the President of the Company, and subject to the directions direction of the Board of Directors of Milgray and/or the President of Company (the Company“Board”), Executive shall have general supervisiondirect responsibility over, direction and control of be held accountable to the businessBoard for, officers corporate operations, sales, marketing, and employees of Milgray operational budgeting. Executive will also perform other services and its subsidiaries; providedduties as the Board shall determine, however, that without any additional compensation. Executive shall not be required to undertake duties not commensurate with his position mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by Executive as President the result of Milgray employment by another employer or business or by profits earned by Executive from any other source at any time before and Executive Vice President--Electronics Distribution Group of Bellafter the termination date. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans The Company’s obligation to investigate combining its existing distribution business, or segments thereof, with those of Milgraymake any payment pursuant to, and where feasible otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or practicable, to combine such business, or segments thereof, and other right that as a result of such combination, the Company may change have against Executive for any reason. Notwithstanding anything herein to the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e.contrary, the status and position benefits to Executive under this Agreement shall be reduced by the amount of any insurance proceeds payable to Executive. b. Executive shall confer with the person to whom Executive reports Board and the class of employees who report to Executive) shall be similar to other Vice Presidents Officers of the Company regarding ideas and proposals with responsibilities similar respect to those the overall technological and commercial direction of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During . c. This Agreement supersedes any prior understandings, agreements or representations, written or oral, between the term Executive and/or entities under Executive’s control, and the Company, and/or its subsidiaries, which are hereinafter canceled as of this Agreement, the Effective Date. d. Executive shall devote such amount of his full business time or her time, attention, and attention energies to the business of the Company as the Company and Milgray Executive shall reasonably and shall not be engaged in any other mutually agree is necessary for Executive to fulfill the duties which and responsibilities of the Position. Provided that none of the Parallax Health Sciences, Inc.Executive Agreement Xxxxx ChoiPage 1 of 9 additional activities materially interfere with the performance of the duties and responsibilities of Executive. Nothing in this Section 5, shall prohibit Executive from (a) serving as a director or member of a committee of, making investments in, consulting or working with entities that do not, in the good faith determination of the Board, compete directly with the Company or otherwise create, in the good faith determination of the Board, a conflict of interest with the business of the Company; (b) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his or her area of expertise; (c) serving as a director or trustee of any governmental, charitable or educational organization or (d)engaging in additional activities in connection with personal investments and community affairs; provided that such activities are not inconsistent with Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help under this Agreement and other accommodations and amenities comparable to those Executive presently has at Milgraydo not violate the terms of Section 1.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Technology Officer of a significant segment U.S. listed public company with primary operations in the People’s Republic of China. During the Company's business - i.e.term of his Employment, the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President Company’s Chief Executive Officer and the board of directors of the Company (the “Board”) (including any designated audit or other committee thereof). Executive shall also perform such other duties and responsibilities as may be determined by the Board and Chief Executive Officer, as long as such duties and responsibilities are consistent with those of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities ’s Chief Technology Officer. (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successorb) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, The Executive shall devote all of his full business time working time, attention and attention skills to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time), and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The (a) During the Term, the Company does hereby shall employ Executive Employee as President, or in such other position as the Company shall determine. As such, Employee shall perform such duties and Executive hereby accepts such employment responsibilities as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer may from time to time be assigned to or vested in charge of a significant segment of Employee by the Company's business - i.e., Board of Directors (the business presently being conducted "Board") or by Milgray, such employment to commence on the effective date any officer of the MergerCompany superior to Employee. Executive shall report Employee acknowledges and agrees that Employee may be required, without additional compensation, to perform services for any business entity controlling, controlled by, or under common control with the President Company by virtue of direct or indirect beneficial ownership of voting securities or for voting interest in the Companycontrolled entity (such business entities hereinafter individually and collectively, "Affiliates") and subject to the directions of accept such office or position with any Affiliate as the Board of Directors of Milgray and/or the President of the Companymay require, shall have general supervisionincluding, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title)limited to, but in no event will Executive be required to accept job responsibilities in service as an area outside of his current expertise officer or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents Director of the Company or any Affiliate, without further or additional compensation. Employee shall comply with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business all applicable policies of the Company and Milgray Affiliates. (b) Except for services provided under separate agreement with Robertson Asset Management, Inc., Employee's employment with the Xxxxxxx xhall be full-time and exclusive. During the Term, Employee shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of Employee's time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to Employee's duties hereunder) to the faithful and diligent performance of the duties and responsibilities described herein. (c) Employee's services shall not be engaged performed at the Company's offices in any Chesapeake, Virginia, as well as at such other duties which interfere with locations and subject to such travel requirements as the Company shall deem reasonably necessary to the performance of his Employee's duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President of Milgray and Executive Vice President--Electronics Distribution Group , Chief Legal Officer and Corporate Secretary, upon the terms and conditions of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) or the Chief Executive Officer of the Company (“CEO”) that are customary for an Executive Vice President, Chief Legal Officer and Corporate Secretary of a corporation of the size and nature of the Company. (b) During the Term, Executive shall have general supervisionreport directly to the CEO. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, direction injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board).

Duties and Responsibilities. The (a) During the Employment Period, Employee shall have such authority, duties and responsibilities as are commensurate with his position as Chief Executive Officer as may be consistent with such position and shall perform such other duties and responsibilities on behalf of the Company does hereby employ as reasonably may be assigned to Employee by the Chief Executive and Officer of Parent; provided that, at any time on or after the three (3) year anniversary of the Effective Date but not later than the end of the Initial Term, as determined by the Board in its sole discretion, Employee shall assume the position of Executive hereby accepts such employment as President Chairman of Milgray and the Company (in lieu of the position of Chief Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Officer of the Company's business - i.e.) and shall have such authority, duties and responsibilities as are commensurate with his position as Executive Chairman and shall perform such other duties and responsibilities on behalf of the Company as reasonably may be assigned to Employee by the Chief Executive Officer of Parent. During the Employment Period, Employee shall report directly to the Chief Executive Officer of Parent. (b) Employee also agrees to serve as an officer and/or director for Parent, the business presently being conducted by Milgray, such employment to commence on the effective date Company and/or any of the Merger. Executive shall report to the President of Parent’s or the Company’s direct or indirect subsidiaries, in each case without additional compensation. During the Employment Period, Employee shall devote substantially all of his business time and subject attention to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction his duties and control of the business, officers and employees of Milgray and its subsidiariesresponsibilities under this Agreement; provided, however, that Executive the Company acknowledges and agrees that it shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this AgreementEmployee’s obligations hereunder for Employee, Executive shall devote his full business time and attention subject to the business needs of the Company Company, to serve as an officer, director or trustee of, or otherwise participate in, educational, welfare, social, religious, civic and Milgray other nonprofit organizations or manage his personal and family investments. (c) Until the earlier of Employee’s Date of Termination and the three (3) year anniversary of the Effective Date, Employee shall have a veto right as to any firms to be acquired by Parent and merged with the Company; provided that such right shall not extend to any acquisition by Parent that is not to be engaged in any other duties which interfere merged with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at MilgrayCompany.

Duties and Responsibilities. The Company does hereby employ (a) During the Term, the Executive and Executive hereby accepts such employment shall serve as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment _________________ of the Company's business - i.e., Company or in such other position or positions with a level of duties and responsibilities consistent with the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate foregoing with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining and/or its existing distribution business, or segments thereof, with those subsidiaries and affiliated entities as the board of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result directors of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or its successor) organization chart (i.e.positions in which the Executive serves hereunder and as assigned by the Board, or with the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement Board’s authorization, by the Company. During the term of this Agreement, ’s Chief Executive Officer. (b) The Executive shall devote all of his full business time working time, attention and attention skills to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerMarketing. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the CompanyPresident, shall have general supervisionbe responsible for marketing, direction product and control of asset management and related matters and performing other functions similar to the businessfunctions presently performed by Executive at the Company with respect to passives, officers electromechanical and employees of Milgray and its subsidiariespower supplies; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group Marketing of Bellthe Company. Xxtwithstanding Notwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company Guarantor plans to investigate combining its existing distribution business, or segments thereof, with those of Milgraythe Company, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area 151 outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company and/or the Guarantor with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the CompanyCompany or the Guarantor. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraythe Company.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a Chief Operating Officer of a significant segment U.S. listed public company with its primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As Chief Operating Officer of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for online operation, traditional channel and supply chain, as well as all tasks and responsibilities normally associated with the offices of Chief Operation Officer of a business of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreementhis Employment, Executive shall devote his full business time report to and attention be responsible to the business Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, including serving as officers and/or directors of any member of the Company Group, as long as such duties and Milgray responsibilities are consistent with those of the Company’s Chief Operating Officer. (b) The Executive shall devote all of his working time, attention and shall not be engaged in any other duties which interfere with skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be entitled to an officeconcerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, secretarial help a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The During the Term, Executive agrees to be employed and devote substantially all of Executive's business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive's duties and responsibilities hereunder as President of Milgray and Executive Vice President--Electronics Distribution Group , Renewable Energy upon the terms and conditions of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to time by the President Chief Executive Officer of the CompanyCompany ("CEO"), and subject to the directions of or the Board of Directors of Milgray and/or the President Company (the "Board") that are customary for an Executive Vice President, Renewable Energy. (a) During the Term, Executive shall report directly to the CEO or his designee, or in the absence thereof the Board. Executive acknowledges that Executive' s duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). The Executive will serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such board service while employed by the Company. (b) During the Term, Executive shall have general supervision, direction use Executive's best effo1ts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive's duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive's personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive' s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the prior consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board).

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive and Executive hereby accepts such employment shall be employed hereunder as President of Milgray the Company with such duties and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted responsibilities as directed from time to time by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President Company (the “Board”) or are consistent with such position, including, without limitation, the duty to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report directly to the Chief Executive Officer (“CEO”) and the Board. The Executive agrees to cooperate with reasonable requests of the Company, shall have general supervision, direction and control of which will generally be communicated through the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, Board or segments thereof, with those of Milgray, and where feasible or practicableCEO, to combine such business, or segments thereof, and that as a result provide services to Affiliates of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or its successorthe Board, from time to time. (b) organization chart (i.e.During the Term, Executive will carry out his duties as President in the status and position Company’s headquarters in New York City, or any future headquarters of the person Company, subject to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change normal travel requirements in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere connection with the performance of his duties. (c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any material way with the performance of Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted While you are employed by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, you will serve as and subject to have the directions title of Chief Executive Officer of the Board of Directors of Milgray and/or Novocure Group, under the President direction and supervision of the Company, shall have general supervision, direction and control board of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company directors (or its successorsimilar governing body) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray the board of directors of the Parent (the “Board”). You will have such duties and responsibilities that are commensurate with your position and of a similarly-situated executive officer of a similarly-sized public company. You form part of the Company’s Executive Management. As such, your working time results from the workload required to fulfil the tasks and functions assigned to you. Any overtime or extra working hours of yours are included in your remuneration according to section 3 below. You are not entitled to additional remuneration in money or compensation in the form of free time for any overtime or extra working hours. If any additional compensation for excess hours or overtime work should ever become due based on any legal provisions, you agree that the Company can deduct such compensation from any discretionary Annual Bonus pursuant to section 3 below or from any other voluntary payment made to you. While you are employed by the Company, you will devote your full business time, energy and skill to the performance of your duties and responsibilities hereunder; provided, that nothing in this Agreement shall prevent you from accepting appointment to or continuing to serve on any board of directors or trustees of any non-competing business corporation, charitable organization or other entity with the consent of the Board, which consent shall not be engaged unreasonably withheld. Notwithstanding the foregoing, you will not engage in any other duties which activities that could create an actual or perceived business or fiduciary conflict of interest with the Novocure Group or unreasonably interfere with the performance conduct of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayyour obligations under this Agreement or any Novocure Group policy or applicable law or regulation (including the laws of any stock exchange on which the shares of Parent stock are listed).

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of will include all jobs assigned by the Company's business - i.e.’s board of directors (the “Board”). (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the business presently being conducted by Milgray, such employment to commence on the effective date memorandum and articles of the Merger. Executive shall report to the President association of the Company, as amended and subject restated from time to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgraytime, and where feasible or practicablethe guidelines, to combine such business, or segments thereof, policies and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents procedures of the Company with responsibilities similar approved from time to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement time by the Company. During the term of this Agreement, Board. (c) The Executive shall devote his full business time and attention use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the business prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successora) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this AgreementTerm, Executive shall devote his full business time serve as the CEO of Parent, reporting solely and attention directly to the business Board (with all other employees of the Company and Milgray Parent reporting directly or indirectly to Executive, except as required by applicable law or the listing rules of an applicable securities exchange on which equity securities of Parent are listed or traded). In his position, Executive shall perform such duties, functions and responsibilities during the Term, commensurate with the Executive’s position, as reasonably and lawfully directed by the Board, including, without limitation, supervising the day-to-day operations and management of Parent and its subsidiaries (together, the “Company Group”). In addition, during the Term, Parent will recommend Executive’s election as a director on the Board at each annual meeting of Parent’s stockholders in Parent’s applicable proxy statement for such annual meeting. (b) Executive shall not be engaged in any other duties which interfere with devote substantially all of his business time, attention and efforts to the performance of his duties hereunderunder this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company Group. Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Term that (i) conflicts with the interests of the Company Group, (ii) interferes with the proper and efficient performance of his duties for the Company Group, or (iii) interferes with the exercise of his judgment in the Company Group’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (A) with the advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Company Group in accordance with this Agreement. The Board has reviewed and approved Executive’s current outside activities, a list of which Executive has provided to the Board. (c) Executive’s principal place of employment shall initially be the Company’s offices in London, United Kingdom. However, Executive may, at any time during the Term, determine to relocate to Parent’s headquarters in Jersey City, New Jersey, United States (the “Headquarters”). In addition, if, on or after January 1, 2022, the Board reasonably concludes, following good faith consultation with Executive, that it is in the best interests of the Company Group for Executive to relocate his principal place of employment to Headquarters, then the Board may require Executive to so relocate to Headquarters (subject to an applicable U.S. work visa having been issued to Executive), and Executive will have eight (8) months within which to so relocate; provided, that if Executive refuses or fails to relocate within such eight (8) month-period following such determination by the Board, then Executive will be deemed to have resigned without Good Reason pursuant to Section 8 hereof, which resignation, for the avoidance of doubt, (x) will not result in payment of any severance payments or benefits to Executive, and (y) will result in immediate forfeiture without consideration of all outstanding and unvested equity awards, including, without limitation, the Sign-On Award and LTI Awards, each as defined below; provided, further, that this sentence shall cease to apply upon consummation of a Change in Control (as defined below). Executive shall be entitled cooperate with the Company to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraycomplete the U.S. work visa application process as quickly as reasonably practicable.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray be actively engaged in the business and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment activities of the Company's business - i.e.Company and its Affiliates during the Employment Period. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business presently being conducted by Milgray, such employment to commence on the effective date and activities of the MergerCompany and its Affiliates are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed on a full-time basis hereunder with the title Chief Legal Officer of the Company with such duties and responsibilities as assigned from time-to-time by the Company. Executive shall have the authority and powers customarily associated with such position or provided under applicable law and shall report directly to the President Chief Executive Officer of the Company and, where required under applicable law, code or rules of professional conduct, or listing rules (collectively and separately a “Professional Obligation”), to the Company’s Board of Directors, the Board committee with appropriate jurisdiction, or the lead independent director. Executive agrees to cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates in accordance with Company policies, including as a director or corporate secretary of such Affiliates, without additional compensation. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not (i) be permitted to become employed by or render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Companyor (iii) be directly or indirectly materially engaged or interested in any business activity, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate trade or occupation (other than employment with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray its Affiliates as contemplated by the Agreement); provided that, subject to Section 7, nothing herein shall preclude Executive from engaging in charitable, educational, professional organization or community affairs (including pro xxxx or court-assigned legal services pursuant to his Professional Obligation) and shall managing his personal investments to the extent that such other activities do not be engaged conflict in any other duties which interfere material way with the performance of his Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include all the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities associated with a _______ of a significant segment U.S. listed public company with primary operations in the People’s Republic of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerChina. Executive shall report to the President As _________ of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required primarily responsible for _________, as well as all tasks and responsibilities normally associated with the offices of _________ of a trucking services provider of similar size and nature to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s _________. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the memorandum and articles of association of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and Milgray any member of the Group, and shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of his duties hereunder. the Company under applicable securities laws, rules and regulations, and the Executive shall be entitled use the Executive’s efforts to an office, secretarial help comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and other accommodations and amenities comparable support with respect to those Executive presently has at Milgrayall such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report directly to the CEO, which position is currently held by Xxxxxxx Xxxxx. The Executive shall have such duties and responsibilities (i) as designated by the CEO from time to time so long as such duties are consistent with the office of President of and (ii) as are customarily accorded a President, including, without limitation, the Companylead responsibility with full autonomy, and subject to the directions customary authority and direction of the Board of Directors of Milgray and/or the President Company (the "Board"), to direct and develop the capabilities and performance of the Company. The Executive's management of the Company shall be in accordance with the policies of the Board and the policies and procedures of the Company, both as in effect from time to time. The Executive shall have general supervision, direction and control no responsibility for or authority over the basketball operations of the businessBasketball Team or the hockey operations of the Hockey Team. All employees of the Company, as reflected on the organizational chart attached hereto as Exhibit A, will report, directly or indirectly, to the Executive. The parties hereto understand that the Executive shall at all times be subject to the authority and direction of the Board. The Executive shall be primarily responsible for recruiting, hiring and firing those employees of the Company that report, directly or indirectly, to her in accordance with policies and procedures of the Company and Ascent, which includes consultation with officers of Ascent as appropriate. For each fiscal year of the Company, the Basketball Club and the Hockey Club during the term of this Agreement, the Executive shall prepare an annual budget setting forth the expected revenues, expenses and other expenditures (including capital improvements) of such entities. Such budget shall be approved by the Board of Directors of Ascent (the "Ascent Board"). The 1996 budget for the Company is set forth at Exhibit B. The Executive may not authorize the Company or its employees (excluding the operations and employees of Milgray the Hockey Club and its subsidiariesthe Basketball Club over which the Executive does not have authority) to exceed the budgeted line item amount for such expenses or other expenditures in such budget by more than 5% of the budgeted amount or otherwise incur non-budgeted expenses or expenditures, without the prior written approval of the CEO or the Executive Vice President, Finance and Chief Operating Officer of Ascent (the "COO"); provided, however, that no such single excess may exceed 1% of the total budget and all such excesses taken together may not exceed 5% of the total budget, without prior approval of the CEO or COO. Upon such approval, the budget for such item shall be deemed to have been increased by the amount approved by the CEO or COO, as the case may be. The parties acknowledge and agree that the Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in have no authority, control or responsibility for the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution businessbasketball operations or hockey operations budgets, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position budget of the person to whom Executive reports and Arena Project or the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at MilgrayRelated Developments.

Duties and Responsibilities. The With respect to the terms of your employment with the Company, you shall be the President and Chief Executive Officer of the Company does hereby employ Executive and Executive hereby accepts such employment as shall be responsible for the general management of the business and affairs of the Company and shall have all of the duties, responsibilities and authorities customarily exercised by a President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge CEO at a corporation of a significant segment similar size and nature as the Company. You will report directly and solely to the Board of Directors of the Company's business - i.e., Company (the business presently being conducted by Milgray, such employment to commence on the effective date “Board”) and it is intended that you will be a member of the MergerBoard for so long as you are employed with the Company hereunder. Executive shall report By executing this Letter Agreement, you acknowledge that you will devote your full business time to performing as the President and CEO of the Company, and that you will perform your duties to the Company at the Company’s corporate offices in Horsham, Pennsylvania, at the Company’s offices in New York, New York, or at such other location as your duties require. In no event will you be required to change your current residence in connection with your duties hereunder. Notwithstanding the foregoing, nothing herein shall preclude you from (i) serving on the boards of directors of a reasonable number of other corporations, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs and (iv) managing your personal investments and affairs, subject to, in the case of clauses (i) and (ii), the prior written approval of the Board (which approval shall not be unreasonably withheld) and provided that, in the case of clauses (i) — (iv), such activities (x) do not conflict or interfere with the effective discharge of your duties and responsibilities hereunder, (y) are subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, ’s corporate governance policies that Executive shall not be required are applicable to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business all senior executives of the Company and Milgray and shall (z) are not be engaged in violation of Section 4 or any other duties restrictive covenants by which interfere with the performance of his duties hereunder. Executive shall you may be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgraybound.

Duties and Responsibilities. The (a) During the Term, Employee agrees to be employed and devote substantially all of Employee’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Employee’s duties and responsibilities hereunder as President of Milgray and Executive Vice President--Electronics Distribution Group , Sales and Revenue (as further described on Exhibit A), upon the terms and conditions of Bell xxxforming this Agreement. Employee shall perform such lawful duties and responsibilities (consistent with Employee’s title and position) as directed from time to time by the functions of principal executive officer in charge of Company’s President and Chief Executive Officer (“CEO”). (b) During the Term, Employee shall report directly to the CEO or the CEO’s designee (who is a significant segment C-Suite level employee). Employee acknowledges that Employee’s duties and responsibilities shall require Employee to travel on business to the extent necessary to fully perform Employee’s duties and responsibilities hereunder. It is anticipated that Employee shall physically be on Company premises (except for any Company approved alternative work arrangements as a result of the Company's pandemic or as otherwise mutually agreed or required by law) located in the Miami, FL metropolitan area (or traveling on Company business) during normal business - i.e.hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the business presently being conducted by MilgrayTerm, such employment Employee shall use Employee’s best efforts to commence on faithfully and diligently serve the effective date of the Merger. Executive Company and shall report to the President of the Company, not act in any capacity that is in conflict with Employee’s duties and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray Employee may manage Employee’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Employee’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Executive Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Employee shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.evidenced by a duly authorized resolution of the Company’s Board of Directors (“Board”). ​ ​

Duties and Responsibilities. (a) During the Term, the Executive agrees to be employed by and, subject to Section 2(b), devote all of the Executive’s business time and attention to the Company and the promotion of its interests and the performance of the Executive’s duties and responsibilities hereunder, upon the terms and conditions of this Agreement. The Company does hereby employ Executive and Executive hereby accepts such employment shall render her services hereunder as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President General Counsel and Chief Administrative Officer of the Company, as well as Corporate Secretary of the Company, with such duties and subject responsibilities commensurate with her title and position as directed from time to time by the directions Chief Executive Officer of the Company and the Board of Directors of Milgray and/or the President Company (the “Board”). The Executive’s principal place of employment shall be the Company’s U.S. administrative headquarters at a location to be prescribed by Company, which as of the CompanyEffective Date, shall have general supervisionbe in the greater Washington, direction DC metropolitan area (the “Principal Place of Employment”). (b) During the Term, the Executive shall use her best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with her duties and its subsidiariesresponsibilities hereunder; provided, however, that the Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage her personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgrayaffairs, and where feasible participate in non-profit, educational, community or practicablephilanthropic activities, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention each case to the business of the Company and Milgray and shall extent that such activities do not be engaged in any other duties which interfere with the performance of his her duties hereunderunder this Agreement and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. For the avoidance of doubt, during the Term, the Executive shall not be entitled permitted to an officebecome engaged by or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those be a member of the board of directors (or similar governing body) of any Person, in any case without the consent of the Company. The Executive presently has at Milgrayshall not be compensated additionally in the Executive’s capacity as a director or officer of any Affiliate of the Company.

Duties and Responsibilities. 5.1. The Company does hereby employ Executive duties and Executive hereby accepts such responsibilities Employee is required to carryout all duties that are normally associated with employment in the Employer as President the Employer may direct. The primary responsibilities are set out in Schedule 1 hereto. 5.2. The Employee agrees to comply with the Employer’s decision should it consider it necessary or appropriate to change the Employee’s job title, reporting relationships, job duties and responsibilities, the legal entity that employs the Employee and the jurisdiction where the Employee is expected to perform his duties (despite location of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming his residence) on the functions of principal executive officer in charge of a significant segment basis of the Company's Employee’s performance or the Employer’s business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executiverequirements. Any such change in responsibility will shall not constitute a breach be deemed to violate the terms of this Agreement by or constitute any basis for constructive or involuntary termination of employment, provided that the CompanyEmployee’s base salary is not reduced and the Employee’s other remuneration for services rendered to the Employer is not substantially reduced. 5.3. During the term subsistence of this Agreement, Executive the Employee shall devote his full business time working time, attention and attention energy to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his the duties hereunderassigned to him. Executive The Employee shall not, whether directly or indirectly, be entitled employed, engaged, concerned or interested in any manner whatsoever in any trade, business or professionother than the businessof the Employer or accept any appointment to an officeany office (including directorships) whether for gain or otherwise without the written consent of the Employer. Should the Employee receive written consent under this clause to conduct any such external activity, secretarial help he shall not utilize the assets, resources and other accommodations time of the Employer for such external activities. 5.4. The Employee shall, at all times, be subject to and amenities comparable bound by the policies, rules and regulations of the Employer as may be updated from time to those Executive presently has at Milgraytime unilaterally by the Employer or as may be brought to the notice of the Employee by the Employer. 5.5. The Employee shall not have the right or the authority to make any representation, contract or commitment for or on behalf of the Employer without obtaining the prior written permission of the Employer in this regard. In the event the Employer is held liable for any damage, loss, claim or action arising directly or indirectly from any action of the Employee in violation of this clause, the Employee shall indemnify the Employer to the maximum extent permissible under the laws for the time being in force in India.

Duties and Responsibilities. The (a) During the Term, Employee agrees to be employed and devote substantially all of Employee’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Employee’s duties and responsibilities hereunder as President of Milgray and Executive Senior Vice President--Electronics Distribution Group , Finance of Bell xxxforming Cable Networks Group, upon the functions terms and conditions of principal executive officer in charge of a significant segment this Agreement. Employee shall perform such lawful duties and responsibilities as directed from time to time by the Chief Financial Officer of the Company's Company (“CFO”). (b) During the Term, Employee shall report directly to the CFO or the CFO’s designee. Employee acknowledges that Employee’s duties and responsibilities shall require Employee to travel on business - i.e.to the extent necessary to fully perform Employee’s duties and responsibilities hereunder. It is anticipated that Employee shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Employee shall use Employee’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Employee’s duties and responsibilities hereunder; provided, however, Employee may manage Employee’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Employee’s duties hereunder, and are not in conflict with the business presently being conducted by Milgray, such employment to commence on the effective date interests of the MergerCompany or its Affiliates or otherwise compete with the Company or its Affiliates. Executive Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Employee shall report not be permitted to become engaged in or render services for any Person other than the President Company and its Affiliates, and shall not be permitted to be a member of the Companyboard of directors of any company, and subject to in any case without the directions consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray“Board”).

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ and the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as Chief Executive Officer of Pantaya and Executive hereby accepts such employment as President Pantelion 2.0, upon the terms and conditions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) or the Chief Executive Officer of the Company (“CEO”) that are customary for the Chief Executive Officer of a company of the size and nature of Pantaya and Pantelion 2.0. (b) During the Term, Executive shall report directly to the CEO or a C-suite level Chief Operating Officer who receives reports from all Division Heads of the Company. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Pantaya’s premises currently located at 0000 Xxxxxxxx Xxx., Xxxxx Xxxxxx, XX 00000 (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Executive shall have general supervision, direction use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board); provided, however, Executive may continue to serve on any boards of directors upon which Executive is currently serving as of the Start Date and amenities comparable to those Executive presently has at Milgray.set forth on Exhibit A.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates during the Employment Period, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive hereby accepts such employment shall be employed hereunder as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment , Counsel and Corporate Secretary of the Company with such duties and responsibilities as directed from time to time by the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report directly to the President and the Managing Director/Executive Vice President, Investments. Executive agrees to cooperate with reasonable requests of the Company to provide services to its Affiliates (including Harbinger Capital Partners LLC) in accordance with Company policies. (b) During the Employment Period, Executive will carry out his duties as Vice President, Counsel and Corporate Secretary in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to normal travel requirements in connection with the performance of his duties. (c) During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and shall not be engaged managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any other duties which interfere material way with the performance of his Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ During the Term, Executive and Executive hereby accepts such employment shall serve as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment full-time Chief Financial Officer of the Company's business - i.e.Company and shall have the duties and responsibilities customarily associated with such position, and such additional duties and responsibilities as may from time to time be assigned to her by the business presently being conducted by Milgray, such employment to commence on the effective date Chief Executive Officer of the MergerCompany (the “CEO”). Executive shall report directly to the President CEO and shall have oversight over the following functions: Finance (including Treasury), Accounting, Legal, Tax, Information Technology and Risk Management. Unless otherwise determined by the Board of Directors (the “Board”) of the Company’s parent, Number Holdings, Inc. (“Parent”), Executive shall (i) devote her full business time to the business and affairs of the Company, (ii) not engage in any other business activities, as a director, officer, employee or consultant or in any other capacity without Board consent, whether or not she receives compensation therefor and (iii) observe and comply with all rules, regulations, policies and practices of the Company. The Board hereby consents to Executive serving as an advisor to Ares Management LLC or its designated affiliate (“Ares”) or as a member of the board of directors of a designated affiliate (or both) in such capacity, and for such compensation therefor, as Ares and Executive may agree. Executive shall principally perform her duties at the Company’s headquarters in Los Angeles County, California. Notwithstanding the foregoing, (x) subject to the directions prior approval of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive (which shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentenceunreasonably withheld), Executive acknowledges may serve on one public company board of directors following the first anniversary of the Effective Date and (y) Executive may serve on the boards of charitable, civic or religious organizations, engage in charitable and community affairs and activities, and manage her personal investments; provided that, following the Mergerin either case, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties and responsibilities hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such employment a. Employee shall serve as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment Chief Financial Officer (“CFO”) of the Company's business - i.e., . b. Subject to the business presently being conducted by Milgray, such employment to commence on the effective date authority of the MergerChairman of the Company (“Chairman”) and the Board of TechPrecision Corporation (“Board”) to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers as listed in Exhibit A attached hereto. Executive The Employee shall report to the President Chief Executive Officer and the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to Paragraph 6(b) below. c. The Employee shall devote not less than an average of forty (40) hours per week to carrying out his duties hereunder and to the business of the Company, and subject to during the directions of Term the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, Employee agrees that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities he will (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successori) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time best efforts and attention all his skill and ability to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunder; (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of the Company. Executive During the Term it shall not be entitled a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities (individually or collectively) do not interfere with the performance of the Employee's responsibilities as an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgrayemployee of the Company.

Duties and Responsibilities. (a) The Executive’s duties at the Company does hereby employ Executive will include the duties and Executive hereby accepts such employment as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge responsibilities agreed upon herein by both parties associated with a Chief Financial Officer of a significant segment U.S. listed public company with primary operations in the People’s Republic of China. The Executive will be based in U.S with primary focus on tasks and responsibilities associated with the Company's business - i.e., ’s compliance with the business presently being conducted by Milgray, such employment to commence on the effective date rules and regulations of the Merger. Executive shall report U.S. securities laws and relationships with all third parties in U.S. including but not limited to the President Company’s auditor, IR company, investors, and attorneys. As the Chief Financial Officer of the Company, and subject to the directions Executive shall be mainly responsible for all financial reporting aspects of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents business of the Company conducted in the United States, including review of the financial operations and financial statements of the Company under U.S. GAAP, as well as all tasks and responsibilities normally associated with responsibilities the offices of Chief Financial Officer based in the United States of companies of similar size and nature to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of her Employment, Executive shall report to and be responsible to the Company’s Chief Executive Officer and the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). The Executive shall also perform such other duties and responsibilities as may be determined by the Board and the Chief Executive Officer, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, Executive shall devote his full business the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time, and attention to the business guidelines, policies and procedures of the Company and Milgray and approved from time to time by the Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not be engaged concerned or interested in any other duties business or entity that engages in the same business in which interfere with the performance Company or any member of his duties hereunderthe Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall be entitled to an office, secretarial help notify the Company in writing of her interest in such shares or securities in a timely manner and other accommodations with such details and amenities comparable to those Executive presently has at Milgrayparticulars as the Company may reasonably require.

Duties and Responsibilities. The (a) Executive agrees to be employed by the Company does hereby employ Executive and Executive hereby accepts such employment as President of Milgray be actively engaged on a full-time basis in the business and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment activities of the Company's Company and its Affiliates during the Employment Period, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business - i.e.and interests and the performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business presently being conducted by Milgray, such employment to commence on the effective date and activities of the MergerCompany and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed hereunder as Vice President and Chief Accounting Officer of the Company with such duties and responsibilities as directed from time to time by the Company. Executive shall report directly to the Executive Vice President/Chief Financial Officer of the Company. Executive agrees to cooperate with reasonable requests of the Company to provide services to its Affiliates (including Harbinger Capital Partners LLC) in accordance with Company policies. (b) During the Employment Period, Executive will carry out his duties as Vice President and Chief Accounting Officer in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to normal travel requirements in connection with the performance of his duties. (c) During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and shall not be engaged managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any other duties which interfere material way with the performance of his Executive’s duties hereunder. Executive shall be entitled to an office, secretarial help and other accommodations and amenities comparable to those Executive presently has at Milgray.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment its Affiliates (including, without limitation, oversight of television networks, WAPA America and WAPA 2 Deportes and website, XXXX.XX, as well as oversight of certain of Hemisphere’s strategic investments) and the promotion of its and their interests and the performance of Executive’s duties and responsibilities hereunder as President and General Manager of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of WAPA-TV, a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report to the President division of the Company, upon the terms and subject conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the directions Chief Executive Officer of Hemisphere (the “CEO”) or his designee (that holds a “C-Suite” level position at Hemisphere) and/or the Board of Directors of Milgray the Company and/or the Board of Directors of Hemisphere (the “Board”) that are customary for the President and General Manager of WAPA-TV of a division of a corporation of the size and nature of the Company. Executive shall also perform such additional responsibilities as requested by Hemisphere, including, without limitation, assistance on possible strategic transactions and operations of other television stations and cable networks owned, directly or indirectly by Hemisphere. (b) During the Term, Executive shall have general supervisionreport directly to the CEO or the CEO’s designee (that holds a “C-Suite” level position at Hemisphere). During the Term, direction Executive’s principal place of employment shall be in the Commonwealth of Puerto Rico. Executive acknowledges that Executive’s duties and control responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or virtual per Company policy or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the businessTerm, officers Executive shall use Executive’s best efforts to faithfully and employees of Milgray diligently serve the Company and its subsidiariesshall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in ​ ​ ​ the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President and Chief Executive Officer, upon the terms and conditions of Milgray and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge of a significant segment of the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Mergerthis Agreement. Executive shall report perform such lawful duties and responsibilities as directed from time to the President of the Company, and subject to the directions of time by the Board of Directors of Milgray and/or the President Company (the “Board”) that are customary for a CEO of a corporation of the size and nature of the Company. During the Term, Executive shall have general supervision, direction and control serve as a member of the Board. (b) During the Term, Executive shall report directly to the Board, or an Executive Committee designated by the Board. During the Term, Executive’s principal place of employment shall be in Miami, Florida. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, officers injury, illness or other approved leave of absence). (c) During the Term, Executive shall use Executive’s best reasonable efforts to faithfully and employees of Milgray diligently serve the Company and its subsidiariesshall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board); provided however, that Executive may continue to serve on any boards of directors on which Executive is currently serving as of the Effective Date and amenities comparable to those set forth on Exhibit A. Executive presently has at Milgrayshall not be compensated additionally in Executive’s capacity as a member of the Board or a director of one or more companies owned directly or indirectly by the Company.

Duties and Responsibilities. The Company does hereby employ Executive and Executive hereby accepts such agrees to continue Executive’s employment as President and Chief Executive Officer of Milgray the Company and Executive Vice President--Electronics Distribution Group agrees to such continued employment upon the terms and subject to the conditions set forth herein. During the Initial Term and each Additional Term (collectively, the “Term”), the Executive shall perform and possess the functions, duties, powers and responsibilities of Bell xxxforming the functions type customarily possessed and performed by persons serving as President and Chief Executive Officer of principal executive officer in charge businesses of similar size and nature and the Executive shall also have such other functions, duties, powers and responsibilities as the Board may from time to time assign to the Executive, so long as such functions, duties, powers and responsibilities are consistent with the functions, duties, powers and responsibilities of a significant segment Chief Executive Officer of an entity of similar size and nature. Executive agrees, subject to his election or appointment and without additional compensation, to serve during the Term in such additional offices of comparable stature, duty, power and responsibility in the Company's business - i.e., ’s subsidiaries as requested by the business presently being conducted by Milgray, such employment to commence on the effective date of the MergerBoard. Executive shall report solely and directly to the President of the Company, and subject to the directions of the Board of Directors of Milgray and/or the President of the Company, shall have general supervision, direction and control of the business, officers and employees of Milgray and its subsidiaries; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained in the preceding sentence, Executive acknowledges that, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, and where feasible or practicable, to combine such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the CompanyBoard. During the term of this AgreementTerm, Executive shall devote all of his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his duties hereunderhereunder (vacations and absences due to illness excluded) faithfully and to the best of his abilities and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services, without the prior written consent of the Board. Executive shall be entitled agrees to an officecomply with (i) all laws, secretarial help rules and other accommodations regulations, and amenities comparable all requirements of all regulatory, self-regulatory, and administrative bodies, in each case applicable to those the Company’s business; (ii) the Company’s promulgated rules, procedures, policies, and requirements; and (iii) lawful directions furnished to Executive presently has at Milgrayby the Board.

Duties and Responsibilities. The (a) During the Term, Executive agrees to be employed and devote substantially all of Executive’s business time and efforts to the Company does hereby employ Executive and Executive hereby accepts such employment the promotion of its interests and the performance of Executive’s duties and responsibilities hereunder as President Chief Financial Officer, upon the terms and conditions of Milgray this Agreement and Executive Vice President--Electronics Distribution Group of Bell xxxforming the functions of principal executive officer in charge commensurate with similar duties of a significant segment chief financial officer of a similarly sized company in a similar line of business as the Company's business - i.e., the business presently being conducted by Milgray, such employment to commence on the effective date of the Merger. Executive shall report perform such lawful duties and responsibilities as directed from time to time by the President Chief Executive Officer of the CompanyCompany (“CEO”), and subject to the directions of or the Board of Directors of Milgray and/or the President Company (the “Board”) that are customary for a Chief Financial Officer. (b) During the Term, Executive shall report directly to the CEO or his/her designee, or in the absence thereof the Board. Executive acknowledges that Executive’s duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive’s duties and responsibilities hereunder. It is anticipated that Executive shall physically be on Company premises or working from his home (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). The Executive may serve as an officer and director of subsidiaries and affiliates, but shall not be entitled to any additional compensation for such service while employed by the Company. (c) During the Term, Executive shall have general supervision, direction use Executive’s best efforts to faithfully and control of diligently serve the business, officers Company and employees of Milgray shall not act in any capacity that is in conflict with Executive’s duties and its subsidiariesresponsibilities hereunder; provided, however, that Executive shall not be required to undertake duties not commensurate with his position as President of Milgray may manage Executive’s personal investments and Executive Vice President--Electronics Distribution Group of Bell. Xxtwithstanding anything contained affairs and participate in the preceding sentencenon-profit, Executive acknowledges thateducational, following the Merger, the Company plans to investigate combining its existing distribution business, or segments thereof, with those of Milgray, charitable and where feasible or practicablecivic activities, to combine the extent that such business, or segments thereof, and that as a result of such combination, the Company may change the exact nature of Executive's responsibilities (but activities do not Executive's job title), but in no event will Executive be required to accept job responsibilities in an area outside of his current expertise or to act in less than an executive capacity; moreover, Executive's status and position in the Company (or its successor) organization chart (i.e., the status and position of the person to whom Executive reports and the class of employees who report to Executive) shall be similar to other Vice Presidents of the Company with responsibilities similar to those of Executive. Any such change in responsibility will not constitute a breach of this Agreement by the Company. During the term of this Agreement, Executive shall devote his full business time and attention to the business of the Company and Milgray and shall not be engaged in any other duties which interfere with the performance of his Executive’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be entitled permitted to an officebecome engaged in or render services for any Person other than the Company and its Affiliates, secretarial help and other accommodations and amenities comparable shall not be permitted to those Executive presently has at Milgraybe a member of the board of directors of any company without the prior consent of the Company.