Common use of Duties of Employee Clause in Contracts

Duties of Employee. The duties of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties of (a) In accepting such employment, Employee shall be as follows: 2.1. Employee shall undertake and assume the duties responsibility of Chief Financial Officer performing for the Company and shall perform on behalf of Employer such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company Board of Directors of Employer (the "Board") at any time and as from time to time. It is understood and agreed that Employee's principal duties on behalf of Employer at the date of execution hereof are not inconsistent with the provisions and shall be direction of overall operations; it is further understood and agreed that any modification in or expansion of Employee's duties hereunder shall not, unless specifically agreed to by Employee in a duly-executed amendment of this Agreement. Employee agrees to devote Agreement in accordance with Section 8.6 hereof, result in any decrease of Employee's compensation referred to in Section 3 hereof. (b) Employee covenants and agrees that he will, at all times, faithfully, industriously, and to the best efforts of his ability, experience and talents, perform all of the duties that may be required of and from Employee pursuant to the express and implicit terms hereof. (c) Employee shall devote substantially all of his professional time, attention, knowledge and skills solely to the business and interests of the CompanyEmployer; provided, however, that Employee shall be entitled annually to do Employee's utmost twenty-five (25) business days of vacation, and Employer shall be entitled to further enhance and develop the interests and welfare all of the Companybenefits and profits arising from or incident to all professional work, services and to devote Employee's working time and attention advice of Employee reasonably related to the business of Employer. Up to 10 days of unused vacation may be carried over from one year to the Companynext or, at the option of Employee, may be redeemed by Employer at year end for cash at the per diem amount equal to the Base Salary, defined in Section 3, below, divided by 260. 2.2. (d) Employer will nominate Employee shall truthfully and accurately make, maintain and preserve all records and reports that for election to its Board of Directors in accordance with the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge terms of the Company business in an effort Amended and Restated Shareholders' Agreement to increase which Employer and Employee are parties (the value of Employee's services for the mutual benefit of the parties to this "Shareholders' Agreement). 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer Vice President of Global Sales for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management effectuation of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operationspertaining to global sales efforts, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The Employee is hereby employed by Employer as a full-time employee in the capacity of President and Chief Operating Officer of Employer and Chairman, President and Chief Executive Officer of Daka, and his duties as such shall include, but not be limited to, those normally performed by a senior executive officer of equal rank in the foodservice and restaurant industry for an expanding diversified restaurant company with national and international operations; provided, however, that at the request of the Board of Directors of Employer, Employee shall relinquish the titles of President and Chief Operating Officer of Employer, it being understood that neither such request nor such relinquishment shall be deemed to constitute termination by Employer without Cause for purposes of Section 8 hereof or termination by Employee for Good Reason for purposes of Section 9 hereof. Employee shall comply with all of the policies, standards, and regulations of Employer now or hereafter promulgated. Employer shall have the right to assign Employee other managerial duties in addition to the duties originally assigned and specified above; PROVIDED, HOWEVER, in no event shall Employee be assigned, without Employee's consent duties other than those reasonably required of a President and Chief Operating Officer of an expanding diversified restaurant company with national and international operations. In the event Employee assumes and performs duties beyond those contemplated hereby to be within the scope of his employment, and those that he is required to perform hereunder, it is anticipated his compensation will be equitably adjusted. Employee is employed by Employer on a full time basis and Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees required to devote Employee's his best efforts and skills to the business interests of the Companyjudgment, to do Employee's utmost to further enhance and develop the interests and welfare of the Companyproductive time, and to devote Employee's working time ability and attention to the business of Employer and the Company. 2.2Subsidiaries during the Employment Period. During the Employment Period, Employee shall truthfully and accurately makenot be engaged in any other business activity whether or not such business activity is pursued for gain, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials profit or other property belonging to pecuniary advantage that will significantly interfere with his duties as President and Chief Operating Officer of Employer. With prior approval of the Company Board of which Directors of Employer, Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do soserve on the boards of directors of other companies. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer Vice President of Engineering for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate financeareas of research & development, operations process development, product development, planning, third party technical and systems analysisresource requirements, accounting analysis of research and audit managementdevelopment data, SEC securities compliance and reporting, business development and plan of operationstechnical marketing materials, and the management of developing intellectual assets pertaining to the business of XsunX and such customary executivecustomary, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote all of Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties (a) During the Term of Employment, the Employee shall: (i) report directly to the Chief Executive Officer until such time as the Company has hired a Chief Operating Officer, whereupon Employee shall be as follows: 2.1. Employee shall assume report to the duties Chief Operating Officer of Chief Financial Officer for the Company (the Chief Executive Officer, prior to the hiring of the Chief Operating Officer, and shall the Chief Operating Officer are sometimes hereinafter referred to as the "Reporting Officer"); (ii) diligently perform such all duties incident thereto and responsibilities as may be assigned to Employee him by the Company's Board of Directors and by the Reporting Officer; and (iii) exercise such power and authority as may from time to time which duties shall include, without limitation, responsibilities for be delegated to him by the management Company's Board of corporate finance, operations Directors and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. the Reporting Officer. (b) The Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the his full business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business and affairs of the Company as necessary to perform his duties and responsibilities hereunder, render such services to the best of his ability, and use his best efforts to promote the interests of the Company. The Employee shall be permitted, to the extent that such activities do not interfere with or detract from the Employee's performance of his duties and responsibilities hereunder, to (i) manage the Employee's personal, financial and legal affairs, and (ii) serve on corporate, civic or charitable boards or committees unless the Company's Board of Directors or Chief Executive Officer reasonably determines that such service in any instance would be inimical to or otherwise not in the best interests of the Company. 2.2. (c) The Employee shall truthfully and accurately make, maintain and preserve all records and reports not be required to perform any duties or responsibilities which would be reasonably likely to result in non-compliance or violation of any applicable law or regulation. The Company shall be entitled to rely upon the advice of its in-house and/or outside counsel in concluding that the Company may, from time any such non-compliance or violation is not reasonably likely to time, request or requireresult, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed be bound by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's businessconclusion if so advised. (d) In furtherance of the performance of his duties hereunder, but is not otherwise prohibited from disclosingin limitation of the Employee's responsibility to perform such duties, the Employee shall be provided with reasonable administrative and make all suggestions technical support consistent with his position and recommendations which Employee believes will be of benefit to with the Company's ordinary practices for the assignment of personnel.

Duties of Employee. The duties of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Operating Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and pertaining to systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties During the Term of Employment, Employee is hereby employed as the Executive Vice President, Business Development and shall report directly to the Company's Chief Executive Officer. Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer responsible for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, the Company's business development and plan of operationsefforts for long term care hospitals within hospitals, and for business development in such customary executive, managerial, planning and implementation duties of any such position states or areas as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this AgreementCompany's Chief Executive Officer. Employee agrees to will devote Employee's best efforts 25 percent of his full and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's entire working time and attention to the business management of the Company. 2.2's business development, and 75 percent of his full and entire working time and attention to developing new long term care hospitals within hospitals for the Company. Employee shall truthfully have such authority and accurately make, maintain and preserve all records and reports that shall perform such duties as are specified by the Company may, Chief Executive Officer from time to time in his sole discretion. In furtherance of the foregoing, Employee shall, subject to the direction and instruction of Employer: (a) devote Employee's full and entire working time, request or requireattention and energies to Employer, and shall fully account for all money, records, equipment, materials or other property belonging will diligently and 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 as the Company of may from time to time direct. The Company, in its sole discretion, shall establish development criteria that define the hospitals for which Employee may have custody shall devote his development efforts. The Company and shall pay over Employee agree that during each year of the Initial Term and deliver same promptly whenever successive terms, if any, of this Employment Agreement, Employee is expected through his own personal development efforts, (a) to procure contracts and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructionsopen four (4) long term care hospitals within hospitals, and directives (b) in his capacity as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge manager of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but business development efforts to open eleven (11) long term care hospitals within hospitals (including the four (4) hospitals that Employee is not otherwise prohibited from disclosing, and make all suggestions and recommendations which directly responsible for opening). Employee believes understands that he will be required to travel extensively in the performance of benefit to the Companyhis duties.

Duties of Employee. The duties (a) Employee will serve as the Chief Operating Officer of Employee the MESCO Metal Buildings division of Employer and shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer responsible for the Company supervision, control and conduct of the business of such division, shall perform such have additional duties incident thereto as may be are normally assigned to Employee the Chief Operating Officer of a division of Employer, and any additional responsibilities which may from time to time which reasonably be designated by Employer or by Employer's parent corporation, NCI. The duties to be assigned to and performed by Employee shall includebe commensurate with his education, without limitationexperience, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operationstalents, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to timeabilities. Employee shall perform report to the President of NCI. (b) Employee agrees during the term of this Agreement to devote all of his business time and hold such other positions his best efforts, skills and abilities exclusively to the performance of his duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, him from time to time, request or requireand to the furtherance of the business of Employer and its affiliates; provided, however, that during the first year of the Employment Term Employee shall be entitled to spend up to 20% of his business time closing out the affairs of Seller. Employee shall schedule the business time he devotes to closing out the affairs of Seller in good faith, and shall fully account for all moneyuse his best efforts to schedule such business time, records, equipment, materials or other property belonging so as not to unreasonably interfere with the Company performance of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed his duties to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business Employer in an effort to increase the value of Employee's services for the mutual benefit of the parties to accordance with this Agreement. 2.4. (c) Employee shall make available will perform his duties in a professional manner and will use his best efforts, skills and abilities to promote, enhance and preserve the Company any business of Employer and all information of which Employee has knowledge that is relevant to its affiliates and the Company's businessgoodwill and relationships they have with their employees, but is not otherwise prohibited from disclosingagents, representatives, customers, suppliers, and make all suggestions and recommendations which Employee believes will be other persons having business relations with any of benefit to the Companythem.

Duties of Employee. The duties of (a) Employee shall be as follows: 2.1. Employee shall assume will initially serve in the duties capacity of Chief Financial Operating Officer for of each of the Company and shall perform the Parent, subject in each case to the reasonable supervision of the Chief Executive Officer and the respective Boards of Directors of the Company and the Parent. In such duties incident thereto as capacity, Employee will have all necessary powers to discharge his responsibilities, subject in each case to the supervision and control of the Chief Executive Officer and the respective Boards of Directors. Employee will report to the Chief Executive Officer of the Company and the Parent. The respective Boards of Directors of the Company and the Parent may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for redefine the management of corporate finance, operations title and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any the Employee hereunder in furtherance of the respective business of the Company and the Parent. (b) During the term of this Agreement, Employee will devote his full business time and effort to the performance and his duties and responsibilities as hereunder. Notwithstanding the foregoing, Employee may spend reasonable amounts of time to serve as a director of Scandent Group Inc., Indegene Lifesystems Pvt. Ltd., Spryance Inc. and DecisionCraft Analytics Limited so long as such position enterprises do not directly or indirectly compete with business of the Company or the Parent, as these well as on his personal civic and charitable activities, provided that such board service and personal activities do not interfere with the performance of his duties shall be defined by and responsibilities to the Company and the Parent. (c) Employee will comply with the written rules and regulations of the Company and the Parent respecting their businesses and perform the reasonable directives and policies of the Company and the Parent as they may from time to time. time be stated to Employee shall perform verbally or in writing by the Chief Executive Officer or Board of Directors of each corporation. (d) Employee will comply with the Company and hold such other positions and duties Parent policy regarding maintenance of accurate business records as may from time to time be assigned to Employee required by the Company and as are not inconsistent with /s/ K.R. /s/ P.S. Employee Parent & Co. or the provisions of this AgreementParent. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all Such records and reports that may be examined by the Company mayor the Parent, from time as the case may be, at all reasonable times after written request is delivered to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging Employee. Any such document will be delivered to the Company of which Employee or the Parent, as the case may have custody and shall pay over and deliver same be, promptly whenever and however Employee may be directed to do soupon request. 2.3(e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company and the Parent. The Employee shall obey all lawful rulesagrees, regulations, special instructions, and directives as directed upon written request by the Company applicable or the Parent, to Employee and shall endeavor render an accounting of all transactions relating to improve Employee's ability and knowledge his business endeavors during the term of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreementhis employment hereunder. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties of (a) Employee shall serve in the capacities of Chief Executive Officer and President of ANS, and shall be as follows: 2.1subject to supervision by the Board of Directors of ANS. In such capacities, Employee shall have all necessary powers to discharge his responsibilities. Employee shall assume have all powers granted by the duties Bylaws of Chief Financial Officer for the Company to the President, and Employee shall report to the Board of Directors of the Company. For so long as Employee serves in the foregoing capacities, the Company shall nominate and support the election of Employee as a member of the Board of Directors. (b) During the term of this Agreement, and thereafter so long as Employee is employed by the Company, Employee shall devote his full business time and effort to the performance of his duties and responsibilities as an officer of the Company. Notwithstanding the foregoing, Employee may spend reasonable amounts of time on personal civic and charitable activities that do not interfere with the performance of his duties and responsibilities to the Company. In addition, Employee may, subject to prior approval by the Board of Directors of the Company, spend reasonable amounts of time serving on boards of directors for other companies, provided that such service does not, in the sound discretion of the Board of Directors of the Company, constitute or create a conflict of interest. (c) Employee shall observe and comply with the written rules and regulations of the Company respecting its business and shall carry out and perform such duties incident thereto the directives and policies of the Company as they may be assigned to Employee from time to time which duties be stated to Employee in writing by the Chairman of the Board of Directors. (d) Employee shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, maintain accurate business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position records as these duties shall be defined by Company may from time to timetime be required by the Company. Such records may be examined by the Company, at all reasonable times after written request is delivered to Employee. Any such document shall be delivered to the Company promptly upon request. (e) Employee agrees not to solicit or receive any income or other compensation from any third party in connection with his employment with the Company. Employee shall perform and hold such other positions and duties as may be assigned to Employee agrees, upon written request by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost render an accounting of all transactions relating to further enhance and develop his business endeavors during the interests and welfare term of the Company, and to devote Employee's working time and attention to the business of the Companythis employment hereunder. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties Subject to the ultimate supervision of the Chief Executive Officer and each Authorized Designee, Employee during the term hereof shall serve in such capacities as may be from time to time be reasonably requested by the Chief Executive Officer. Subject to change by the Chief Executive Officer and any Authorized Designee, Employee shall be have the responsibilities commensurate with Employee’s title and as follows: 2.1otherwise provided in Employer’s bylaws and other governing documents. During the period of employment hereunder, Employee shall assume devote substantially all of Employee’s working time, attention, energies and best efforts to the duties business of Chief Financial Officer Employer for the Company profit, benefit and advantage of Employer, and shall perform such duties incident thereto other services as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company designated, from time to time, by the Chief Executive Officer or any Authorized Designee; provided, however, that this Section shall not be construed as preventing Employee from investing Employee’s personal assets in business ventures that do not compete with Employer or Employer’s Affiliates or are not otherwise prohibited by this Agreement, and spending reasonable amounts of personal time in the management thereof. Employee shall perform use Employee’s best efforts to promote the interests of Employer and hold such Employer’s Affiliates, and to preserve their goodwill with respect to their employees, customers, suppliers and other positions persons and duties as may be assigned to Employee by the Company and as are not inconsistent entities having business relations with the provisions of this AgreementEmployer. Employee agrees to devote Employee's best efforts accept and skills hold all such offices and/or directorships with Employer and Employer’s Affiliates as to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. which Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or requirebe elected. Employee shall comply with all applicable laws and Employer’s policies. For purposes of this Agreement, Employer’s subsidiaries, parent companies and shall fully account for all moneyother affiliates are collectively referred to as “Affiliates.” Employer agrees to provide Employee with such facilities, recordsemployees, equipment, materials offices, information, data, resources and support as is reasonably necessary or other property belonging appropriate from time to the Company of which time in order to allow Employee may have custody to fulfill Employee’s job duties and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3responsibilities under this Agreement. Employee shall obey all lawful rulesagrees to relocate to Austin, regulations, special instructions, and directives as directed by Texas on or before the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge first anniversary of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this AgreementEffective Date. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The Employee shall do and perform all services, acts, or things necessary or advisable to serve as its vice president including but not limited to assist in establishing Company policies and strategic planning, identify potential acquisition candidates, assist in financial planning and capital formation, oversee day to day operations of the Company and such other matters as may be mutually acceptable to the Company and the Employee. However, Employee shall at all times be subject to the direction of the policies established by the Board of Directors and stockholders of the Company. Employee is expected to work as much time as may be necessary to carry out Employee's job responsibilities but in no event less than 35 hours per week. The Employee agrees that to the best of Employee's ability and experience, Employee will at all times loyally and conscientiously perform all of the duties and obligations required of Employee shall either expressly or implicitly by the terms of this Agreement, and devote as much time and efforts to the Company's business as needed. During the term of this Agreement (or such shorter period of time should this Agreement be as follows: 2.1. terminated prior to its stated termination date) and for a period of 60 days thereafter, Employee shall assume not invest in, carry on, engage in or become involved whether as an employee, agent, officer, director, stockholder (excluding ownership of not more than five percent (5%) of the duties outstanding shares of Chief Financial Officer a publicly-held corporation which ownership does not involve managerial or operational responsibility), manager, partner, joint venturer, participant, consultant or otherwise) in any business enterprise which competes directly with the business of the Company or its affiliates. The restrictions set forth in this paragraph shall apply for any employment, work, operations or investment in the United States. The parties agree that this restriction is reasonable in terms of scope and duration and was a material inducement for the Company and shall perform such duties incident thereto as to enter into this Agreement. Any breach of this non-compete provision may be assigned cause irrevocable harm to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with a result the provisions of this Agreement. Employee parties agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee injunctive relief may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, sought as a remedy in the case of a breach and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties hereto expressly waive any requirements to this Agreementpost bond in the event that injunctive relief is sought. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. a. The duties Company hereby agrees to employ the Employee as the Company’s Director of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer Engineering for the Company and shall perform such duties incident thereto Term (as may be assigned to Employee from time to time which duties shall include, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions in Paragraph 2 hereof) of this Agreement. , and the Employee hereby agrees to devote Employee's best efforts serve the Company as an employee, upon the terms and skills conditions set forth herein. b. In such capacity and subject to the business interests chain of command established by the Company, to do Employee's utmost to further enhance and develop the interests and welfare Chief Executive Officer and/or Board of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, Managers from time to time, request or requireEmployee will be responsible for carrying out such duties and matters as the Company may determine from time to time are appropriately assigned to the Director of Engineering, including without limitation, being directly responsible for all company Internet protocol based data transport, storage, security, distribution, and reliability for multi-state geographic area with multiple data access points, data centers, network management tools and multi-disciplined engineering team and tier 2 technical support. c. During the Term of this Agreement, the Employee agrees to serve the Company on a full-time basis and shall fully account for all moneydevote his full time, records, equipment, materials or other property belonging attention and commercially reasonable efforts to the performance of his assigned duties with the Company. Employee’s normal working hours shall be the hours that the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however is open for business; however, Employee may be directed required by the nature of the Company’s business to do sowork other or additional hours for which there will not be additional compensation. Employee’s services shall be performed generally at the Company’s headquarters (currently Frankenmuth, Michigan). The parties acknowledge, however, that the Employee’s geographic responsibility shall include all of the Company’s markets and that, accordingly, the Employee will be required to travel extensively in connection with the Employee’s performance of his duties hereunder. 2.3. d. The Employee shall obey be subject to and observe all lawful rules, regulations, special instructions, policies and directives as directed regulations now or hereafter established by the Company applicable to for the conduct of its business. e. The Employee and shall endeavor to improve Employee's ability and knowledge not during the Term of this Agreement be engaged in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage other than pursuits which are otherwise compatible with the interests of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to and approved by the Company any and all information in advance of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Companyengaging in such pursuit.

Duties of Employee. The duties During the term of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall includeemployment, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold all such duties as are typical to that of a senior project manager of a corporation, subject to such limitation and/or specific requirements designated by the Members of Employer. Provided, further, notwithstanding anything herein to the contrary, Employee shall perform all such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions Members of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company mayEmployer, from time to time, request or require, and shall fully account may find necessary for all money, records, equipment, materials or other property belonging to the Company benefit of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3Employer's business although such work might fall outside the normal scope of Employee's work classification. Employee shall obey all lawful rules, regulations, special instructions, devote his full time and directives as directed by efforts to the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4Employer in accomplishing his work obligations. Employee shall make available engage in no other occupation or work whatsoever during the time period required by Employer for Employee's work to be done. Further Employee shall at all times utilize his best efforts to see that his work is done effectively and in accordance with all applicable policies and procedures of Employer and in a lawful manner. Employee shall utilize his best efforts to conduct himself and perform his work to avoid accident and/or injury to himself and/or to any other fellow employee and/or third party. Employee shall comply with all personnel policies of Employer including without limitation those applicable to sexual harassment. Employee acknowledges that by accepting employment with Employer that Employee owes Employer a duty of loyalty and fidelity. Employee acknowledges that he may obtain access to specific knowledge and information about Employer's business which is confidential and/or which may constitute trade secrets. At all times hereinafter, Employee covenants and agrees to hold in confidence any and/or all trade secrets and/or such other information as may be determined to be the Company confidential information of Employer. Employee agrees not to use same for any purpose not necessary for the accomplishment of any task under this employment agreement and/or to disclose same to anyone including without limitation other fellow employees whom Employee has no knowledge of whether such other employee has a right to such information and/or to disclose same to any other third party without the prior written consent of Employer. Employee acknowledges that any and all information designs, data, blueprints, and/or procedures developed and/or arising out of and/or related to and/or resulting from Employee's business shall be deemed to be proprietary rights of Employer. Any process and/or procedure and/or creation of any xxxx and/or computer and/or computer software and/or invention which Employee has knowledge that is relevant may be patentable and/or copyrightable shall be deemed to have been a work for hire on behalf of the Employer and to the Companyextent necessary Employee agrees to execute any and all such writings as may be necessary to effectuate the ownership of any such patent and/or copyright and/or marketable xxxx in the name of Employer. It is specifically understood and agreed that Employee shall not be entitled to any royalty or any other additional remuneration for the creation of any of the aforesaid and that Employee's business, but is not otherwise prohibited from disclosing, sole compensation for any and make all suggestions such work shall be this agreement and recommendations which Employee believes will be of benefit the salary paid to the CompanyEmployee.

Duties of Employee. a. The duties of Company hereby agrees to employ the Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer Company’s Business Manager for the Term (as defined in Paragraph 2 hereof) of this Agreement, and the Employee hereby agrees to serve the Company as an employee, upon the terms and shall perform conditions set forth herein. b. In such capacity and subject to the chain of command established by the Chief Executive Officer and/or designated supervisor from time to time, Employee will be responsible for carrying out such duties incident thereto and matters as the Company may be assigned to Employee determine from time to time which duties shall includeare appropriately assigned the Company Business Manager, including without limitation, responsibilities being directly responsible for the management of corporate financeall company billing, operations and systems analysisreceivables, accounting and audit management, SEC securities compliance and billing system reporting, business development collections, bad debt reconciliation and plan of operationsrecovery, billing services, team recruitment and supervision, company billing policies, monitoring and enforcement, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time. c. During the Term of this Agreement, request or require, the Employee agrees to serve the Company on a full-time basis and shall fully account for all moneydevote her full time, records, equipment, materials or other property belonging attention and commercially reasonable efforts to the performance of his assigned duties with the Company. Employee’s normal working hours shall be the hours that the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however is open for business; however, Employee may be directed required by the nature of the Company’s business to do sowork other or additional hours for which there will not be additional compensation. Employee’s services shall be performed generally at the Company’s headquarters (currently Frankenmuth, Michigan). The parties acknowledge, however, that the Employee’s geographic responsibility shall include all of the Company’s markets and that accordingly, the Employee may be required to travel in connection with the Employee’s performance of her duties hereunder. 2.3. d. The Employee shall obey be subject to and observe all lawful rules, regulations, special instructions, policies and directives as directed regulations now or hereafter established by the Company applicable to for the conduct of its business. e. The Employee and shall endeavor to improve Employee's ability and knowledge not during the Term of this Agreement be engaged in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage other than pursuits which are otherwise compatible with the interests of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4. Employee shall make available to and approved by the Company any and all information in advance of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Companyengaging in such pursuit.

Duties of Employee. The duties of Employee shall do and perform all services, acts, or things necessary or advisable to serve as its chief executive officer including but not limited to meeting with investment bankers, identifying potential acquisition candidates, conducting necessary due diligence to the extent not delegated to others assist in establishing company policies and strategic planning, identify potential acquisition candidates, assist in financial planning and capital formation and such other matters as may be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for mutually acceptable to the Company and the Employee. However, Employee shall perform such duties incident thereto at all times be subject to the direction of the policies established by the Board of Directors of the Company. Employee is expected to work as much time as may be assigned necessary to carry out Employee's job responsibilities but in no event less than 40 hours per week. The Employee from time agrees that to time which the best of Employee's ability and experience, Employee will at all times loyally and conscientiously perform all of the duties shall include, without limitation, responsibilities for the management and obligations required of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold such other positions and duties as may be assigned to Employee either expressly or implicitly by the Company and as are not inconsistent with the provisions terms of this Agreement. Employee agrees to , and devote Employee's best as much time and efforts and skills to the Company's business interests as needed. During the term of this Agreement, or such shorter period of time should this Agreement be terminated prior to its stated termination date, Employee shall not invest in, carry on, engage in or become involved whether as an employee, agent, officer, director, stockholder (excluding ownership of not more than five percent (5%) of the Companyoutstanding shares of a publicly-held corporation which ownership does not involve managerial or operational responsibility), to do Employee's utmost to further enhance and develop the interests and welfare of the Companymanager, and to devote Employee's working time and attention to partner, joint venturer, participant, consultant or otherwise) in any business enterprise which competes directly with the business of the Company. 2.2. Employee The restrictions set forth in this paragraph shall truthfully apply for any employment, work, operations or investment in the United States. The parties agree that this restriction is reasonable in terms of scope and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging duration. Any breach of this non-compete provision may cause irrevocable harm to the Company of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee as a result the parties agrees that injunctive relief may be directed to do so. 2.3. Employee shall obey all lawful rules, regulations, special instructions, sought as a remedy in the case of a breach and directives as directed by the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties hereto expressly waive any requirements to this Agreementpost bond in the event that injunctive relief is sought. 2.4. Employee shall make available to the Company any and all information of which Employee has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Employee believes will be of benefit to the Company.

Duties of Employee. The duties During the term of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall includeemployment, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold all such duties as are typical to that of a president of a corporation, subject to such limitation and/or specific requirements designated by the Members of Employer. Provided, further, notwithstanding anything herein to the contrary, Employee shall perform all such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions Members of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company mayEmployer, from time to time, request or require, and shall fully account may find necessary for all money, records, equipment, materials or other property belonging to the Company benefit of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3Employer's business although such work might fall outside the normal scope of Employee's work classification. Employee shall obey all lawful rules, regulations, special instructions, devote his full time and directives as directed by efforts to the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4Employer in accomplishing his work obligations. Employee shall make available engage in no other occupation or work whatsoever during the time period required by Employer for Employee's work to be done. Further Employee shall at all times utilize his best efforts to see that his work is done effectively and in accordance with all applicable policies and procedures of Employer and in a lawful manner. Employee shall utilize his best efforts to conduct himself and perform his work to avoid accident and/or injury to himself and/or to any other fellow employee and/or third party. Employee shall comply with all personnel policies of Employer including without limitation those applicable to sexual harassment. Employee acknowledges that by accepting employment with Employer that Employee owes Employer a duty of loyalty and fidelity. Employee acknowledges that he may obtain access to specific knowledge and information about Employer's business which is confidential and/or which may constitute trade secrets. At all times hereinafter, Employee covenants and agrees to hold in confidence any and/or all trade secrets and/or such other information as may be determined to be the Company confidential information of Employer. Employee agrees not to use same for any purpose not necessary for the accomplishment of any task under this employment agreement and/or to disclose same to anyone including without limitation other fellow employees whom Employee has no knowledge of whether such other employee has a right to such information and/or to disclose same to any other third party without the prior written consent of Employer. Employee acknowledges that any and all information designs, data, blueprints, and/or procedures developed and/or arising out of and/or related to and/or resulting from Employee's business shall be deemed to be proprietary rights of Employer. Any process and/or procedure and/or creation of any xxxx and/or computer and/or computer software and/or invention which Employee has knowledge that is relevant may be patentable and/or copyrightable shall be deemed to have been a work for hire on behalf of the Employer and to the Companyextent necessary Employee agrees to execute any and all such writings as may be necessary to effectuate the ownership of any such patent and/or copyright and/or marketable xxxx in the name of Employer. It is specifically understood and agreed that Employee shall not be entitled to any royalty or any other additional remuneration for the creation of any of the aforesaid and that Employee's business, but is not otherwise prohibited from disclosing, sole compensation for any and make all suggestions such work shall be this agreement and recommendations which Employee believes will be of benefit the salary paid to the CompanyEmployee.

Duties of Employee. The duties During the term of Employee shall be as follows: 2.1. Employee shall assume the duties of Chief Financial Officer for the Company and shall perform such duties incident thereto as may be assigned to Employee from time to time which duties shall includeemployment, without limitation, responsibilities for the management of corporate finance, operations and systems analysis, accounting and audit management, SEC securities compliance and reporting, business development and plan of operations, and such customary executive, managerial, planning and implementation duties of any such position as these duties shall be defined by Company from time to time. Employee shall perform and hold all such duties as are typical to that of a vice-president of a corporation, subject to such limitation and/or specific requirements designated by the Members of Employer. Provided, further, notwithstanding anything herein to the contrary, Employee shall perform all such other positions and duties as may be assigned to Employee by the Company and as are not inconsistent with the provisions of this Agreement. Employee agrees to devote Employee's best efforts and skills to the business interests of the Company, to do Employee's utmost to further enhance and develop the interests and welfare of the Company, and to devote Employee's working time and attention to the business of the Company. 2.2. Employee shall truthfully and accurately make, maintain and preserve all records and reports that the Company mayMembers ofEmployer, from time to time, request or require, and shall fully account may find necessary for all money, records, equipment, materials or other property belonging to the Company benefit of which Employee may have custody and shall pay over and deliver same promptly whenever and however Employee may be directed to do so. 2.3Employer's business although such work might fall outside the normal scope of Employee's work classification. Employee shall obey all lawful rules, regulations, special instructions, devote his full time and directives as directed by efforts to the Company applicable to Employee and shall endeavor to improve Employee's ability and knowledge of the Company business in an effort to increase the value of Employee's services for the mutual benefit of the parties to this Agreement. 2.4Employer in accomplishing his work obligations. Employee shall make available engage in no other occupation or work whatsoever during the time period required by Employer for Employee's work to be done. Further Employee shall at all times utilize his best efforts to see that his work is done effectively and in accordance with all applicable policies and procedures of Employer and in a lawful manner. Employee shall utilize his best efforts to conduct himself and perform his work to avoid accident and/or injury to himself and/or to any other fellow employee and/or third party. Employee shall comply with all personnel policies of Employer including without limitation those applicable to sexual harassment. Employee acknowledges that by accepting employment with Employer that Employee owes Employer a duty of loyalty and fidelity. Employee acknowledges that he may obtain access to specific knowledge and information about Employer's business which is confidential and/or which may constitute trade secrets. At all times hereinafter, Employee covenants and agrees to hold in confidence any and/or all trade secrets and/or such other information as may be determined to be the Company confidential information of Employer. Employee agrees not to use same for any purpose not necessary for the accomplishment of any task under this employment agreement and/or to disclose same to anyone including without limitation other fellow employees whom Employee has no knowledge of whether such other employee has a right to such information and/or to disclose same to any other third party without the prior written consent of Employer. Employee acknowledges that any and all information designs, data, blueprints, and/or procedures developed and/or arising out of and/or related to and/or resulting from Employee's business shall be deemed to be proprietary rights of Employer. Any process and/or procedure and/or creation of any xxxx and/or computer and/or computer software and/or invention which Employee has knowledge that is relevant may be patentable and/or copyrightable shall be deemed to have been a work for hire on behalf of the Employer and to the Companyextent necessary Employee agrees to execute any and all such writings as may be necessary to effectuate the ownership of any such patent and/or copyright and/or marketable xxxx in the name of Employer. It is specifically understood and agreed that Employee shall not be entitled to any royalty or any other additional remuneration for the creation of any of the aforesaid and that Employee's business, but is not otherwise prohibited from disclosing, sole compensation for any and make all suggestions such work shall be this agreement and recommendations which Employee believes will be of benefit the salary paid to the CompanyEmployee.