Common use of Duties Clause in Contracts

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Employee is engaged by the period of employment Company as provided in Paragraph 1(b) hereof, Executive shall serve as its President and Chief Executive Officer of Officer. Unless otherwise consented to by the CorporationEmployee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties consistent associated with such position those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. Such duties shall include, without limitationThe Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall Employee agrees to devote substantially his entire professional full time, attention and energy exclusively energies to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitCompany's business. The foregoing This Agreement shall not be construed as preventing Executive the Employee from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant his services on his part in the operation daily operations of the affairs of the businesses or entities companies in which such investments are made, provided Executive . This Agreement shall also not invest be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange charitable or quoted daily in the Overother not-thefor-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that profit activities as long as such activities do not materially interfere with his work for the performance of Executive's duties hereunderCompany. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment The Executive, in his capacity as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the CorporationCompany, shall faithfully perform for the Company the duties of said office and shall have all powers perform such other duties of an executive, managerial or administrative nature as shall be specified and duties consistent with such position subject designated from time to time by the direction Board of Directors of the Company (the “Board”). Such duties shall may include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist performance of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedservices for, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business corporation or any charitable organization on which he now serves time and which has been disclosed effort to the Corporation in writing or, subject to the prior approval performance of the Board, from accepting employment to additional board of directors, provided Executive’s duties hereunder. Provided that such the following activities do not materially interfere with the performance of Executive's ’s duties hereunder. (c) Executive further agrees to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the term of his employment under this Agreement he will engage in no Term the Executive may perform personal, charitable and other business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the solicitation or acceptance boards of consulting work from clients directors of other business organizations that are not engaged in any aspect of the Corporation senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Executive currently serves as a director of the Company and as the Chairman of the Board of the Company. The Company agrees that the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its affiliates intention to terminate the Executive’s employment for whom he cause, and (c) the Executive has performed services by virtue not notified the Company of this Agreement or who he has met in connection with his employment under this Agreementintention resign from his position of Chief Executive Officer of the Company.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofEmployment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as President a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the CorporationEmployer and, for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall have cause Executive to be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all powers decision-making with respect to the Employer and duties consistent its subsidiaries (including with respect to the hiring and dismissal of all executives and deciding which such position executives shall report solely and directly to him), subject to supervision by the direction Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance of their duties. Executive shall report solely and directly to the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary Executive’s duties and responsibilities consist authority shall be commensurate with his position as Chairman and CEO of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesEmployer as a publicly traded company. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the period of employment parties. The Underwriters undertake to perform such duties and obligations only as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Boardexpressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall includebe determined solely by the express provisions of this Agreement, without limitation, and the following: Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) Chief Executive Officer the purchase and president. The Chief Executive Officer and President's primary duties and responsibilities consist sale of the following: establishingShares pursuant to this Agreement, with including the primary advice determination of the Chief Financial Officer public offering price of the Shares and Chief Operations Officer any related discounts and commissions, is an arm’s-length commercial transaction between the Corporation's business plan Company and strategy. This Officer will primarily be responsible for dealing the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the Corporation's securitiesprocess leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsagent or fiduciary of the Company, the Securities and Exchange CommissionSelling Stockholders or their respective affiliates, the National Association of Securities Dealers and stockholders, creditors or employees or any other regulatory authorities. In additionparty; (iii) no Underwriter has assumed or will assume an advisory, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs agency or fiduciary responsibility in favor of the Corporation Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and its subsidiaries, as its business (iv) the several Underwriters and affairs now exist and as they hereafter their respective affiliates may be changed, and shall not during the term of his employment hereunder be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any other business activity whether or not of such business activity is pursued for gain or profitinterests. The foregoing shall not be construed as preventing Executive Company and each Selling Stockholder acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation Underwriters’ performance of the affairs of duties and obligations expressly set forth herein. The Company and the businesses or entities in which such investments are madeSelling Stockholders hereby waive and release, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing orfullest extent permitted by law, subject any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to the prior approval any breach or alleged breach of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business agency or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met fiduciary duty in connection with his employment under the offering of the Shares pursuant to this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by a president for a company doing the type of business engaged in by Company, as President well as having responsibility for the day to day management of the Company, and any additional duties assigned to him from time to time by the Chief Executive Officer of Company and/or the CorporationBoard of Directors of Company, and shall have all powers and duties consistent with such position subject the provisions of this Section 3. Executive shall report directly to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer of Company. Executive agrees to use his best efforts and President will be responsible for dealing comply with persons all fiduciary and professional standards in the performance of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively duties hereunder. To the extent that any additional duties assigned to the business Executive include the provision of services to any subsidiary or affiliate of Company, such services shall be provided without additional compensation and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedbenefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall not be a credit with regard to amounts due from Company under this Agreement. Company, to the best of its knowledge, and Executive acknowledge that prior to the effective date of this Agreement, Executive has fulfilled his duties and responsibilities as set forth in this Section 3. Executive represents and warrants to Company that, at all times during the term of this Agreement, he will continue to fulfill his employment hereunder be engaged duty of loyalty to Company and will act in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from the best interest of Company's shareholders. (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part The Executive has been engaged in the operation pharmaceutical business for in excess of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation thirty-five (35) years and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation Company his ownership interests in writing orPharmeral, subject Inc.* and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the prior approval sale or licensing of various products, which transactions have in the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with past included the performance of Executive's duties hereunder. (c) Company. The Executive further agrees that during to disclose any significant change in his association with said entities or in the term nature of their business operations if there comes a time when underlying circumstances which have been represented to the Company are materially altered. The Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive's holdings in any one individual company exceeds one percent (1%) of his employment under this Agreement he net worth, said holding will engage be disclosed in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position writing to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction As a member of the Board, Director shall perform the duties commonly incident to the office and as set forth in the Company Bylaws. Such duties shall include, without limitation, the followingDirector will be expected to: (i) Chief Executive Officer faithfully, efficiently, competently and president. The Chief Executive Officer and President's primary diligently perform Director’s duties and responsibilities consist exercise such powers as are appropriate to Director’s role as a non-executive director; (ii) in so far as reasonably possible, attend all meetings of the following: establishing, with the primary advice Board and of any committees of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securitiesBoard of which Director is a member; (iii) promptly declare, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsso far as Director is aware, the nature of any interest, whether direct or indirect, in any contract or proposed contract entered into by any member of the Company; (iv) comply with all reasonable requests, instructions and regulations made or given by the Chairperson of the Board or the Board (or by any duly authorized committee thereof) and give to the Chairperson or the Board such explanations, information and assistance as the Chairperson or the Board may reasonably require; (v) advising the Company in development and implementation of its strategic development and business plans; (vi) doing all other things reasonably requested and customary for members of the Board of Directors of a company registered under the Securities Exchange Act of 1934, as amended, in order to advance the business and economic interests of the Company and its shareholders; (vii) act in the best interests of the Company; and (viii) use commercially reasonable efforts to promote and extend the interests and reputation of the Company, including assisting the Board in relation to public and corporate affairs and bringing to bear for the benefit of the Board the Director’s particular knowledge and experience. As the Director is to be classified as an independent director, as defined under Securities and Exchange CommissionCommission rules, at the time of appointment, the National Association Director shall promptly inform the Board of Securities Dealers and other regulatory authoritiesany circumstances that would likely affect such independent status. In addition, the Chief Executive Officer and President Duties of committee members will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part set forth in the operation committee charters and will include attendance of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereundercommittee meetings. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, The Executive shall serve as President the Company in an executive capacity and shall report to, and be subject to the general direction and control of, the Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and presidentCompany. The Chief Executive Officer and President's primary shall perform such duties and responsibilities consist and in such capacities as may be established by the Board of the following: establishing, with the primary advice of the Chief Financial Officer Directors and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) from time to time. The Executive shall perform his duties and discharge his obligations well and faithfully and to the utmost of his ability, and shall use his best efforts to promote the success, reputation and good will of the Company and its Affiliates. The Executive also agrees to perform, without additional compensation, such services for any Affiliate as the Board of Directors may designate; provided that the Executive's performance of duties and services for any Affiliate shall not unreasonably be added to the time required for performance of his assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be required to relocate outside the Houston, Texas area. The Executive agrees to devote substantially his entire professional full business time, attention attention, skill and energy effort exclusively to the business performance of his duties and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not responsibilities hereunder during the term of his employment hereunder be engaged and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any other business activity whether breach of fiduciary duty or not such business activity is pursued for gain duty of loyalty to the Company or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in its Affiliates, the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliatesnot, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will hereunder, engage in no business any other activity, whether or not such activity is conducted or pursued for gain, profit or other activitiespecuniary advantage, directly if it conflicts or indirectly, which are or may be competitive interferes with or which might place him adversely affects in a competing position to that any material respect the performance or discharge of the Corporation Executive's duties and its affiliates without obtaining responsibilities hereunder. Without the prior written consent of the BoardCompany the Executive shall not, including, without limitation, during the solicitation or acceptance term of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is employed in an executive and administrative position that is not subject to overtime pay under this Agreementthe federal wage and hour law.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofThe Company does hereby hire, Executive shall serve as President and Chief Executive Officer of the Corporationengage, and shall have all powers and duties consistent with such position subject to employ the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of Employee as the Chief Financial Officer and Senior Vice President of Finance of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Operations Financial Officer and Senior Vice President of Finance of each subsidiary or affiliate of the Corporation's business plan and strategyCompany that is now or that becomes a part of the Xxx. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsXxxxxx Company Group. As used in this Agreement, the Securities term the "Xxx. Xxxxxx Company Group" shall mean and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively refer to the business Company and affairs the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Directors of the Corporation Company as to the duties (which shall be consistent herewith and its subsidiaries, as its business with Employee offices provided for hereunder) that are to be performed by Employee and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments duties are madeto be performed, provided Executive the duties of Employee shall not invest in any business competitive entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by her consistent with her positions with the Corporation Company. Employee shall be responsible and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed report only to the Corporation in writing orCompany's President and Chief Executive Officer. Throughout the Period of Employment, subject Employee shall devote her full time, energy, and skill to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's her duties hereunder. (c) Executive further agrees that during for the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that Company and for the benefit of the Corporation Company and its affiliates without obtaining the prior written consent Xxx. Xxxxxx Company Group. Employee shall exercise due diligence and care in the performance of her duties for and the Board, including, without limitation, fulfillment of her obligations to the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment Company under this Agreement. The Company shall furnish Employee with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with her position as the Chief Financial Officer and Senior Vice President of Finance of the Company.

Duties. (a) During The Employee shall be employed as the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the CorporationEmployer. In such capacity, and the Employee shall have all powers the responsibilities and duties customary for such offices and such other executive responsibilities and duties as are assigned by the Board of Directors (the “Board”) of the Employer which are consistent with such position subject the Employee’s position. At all times during the performance of this Agreement, the Employee will adhere to the direction rules and regulations (the “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the employees of the Employer and its subsidiaries or for the position or positions held by the Employee. Until further notice from the Board, the Employee will consult regularly with Xxxx Xxxxxx and Xxxx Xxxxxxxx on management and strategy matters. The Employee will attend and participate in meetings of the Board. Such duties shall includeSubject to the completion of certain amendments to the Company’s Investor Rights Agreement to address Board voting arrangements, without limitationas discussed with the Employee, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Employee will serve on the Board of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible Directors for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, as long as he is employed as the Chief Executive Officer of the Employer (but, for the avoidance of doubt, the Employee will not serve on the Audit Committee or Compliance Committee of the Board). The Employee agrees to devote his full time and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively best efforts to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term performance of his employment hereunder be engaged in any other business activity whether duties to the Employer. Employee will resign from the boards of directors of Factor Trust and Mariner Finance Holdings on or not such business activity is pursued for gain or profitbefore January 31, 2012. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing Employee may continue to serve on the board boards of directors of any business corporation Music Training Center Holdings, LLC and Beneficial Mutual Bancorp as long as such service does not, in the good faith judgment of the Board, materially interfere with the performance of his duties hereunder. Any additional board service or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, similar roles with other organizations shall be subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Company does hereby employ and engage the period Employee as Senior Vice President Sales of employment the Company and each of its subsidiaries and divisions, or such other title as provided in Paragraph 1(b) hereof, Executive shall serve as President and the Company's Chief Executive Officer of the Corporationshall specify from time to time, and shall have all powers the Employee does hereby accept and duties consistent with agree to such position subject to the direction of the Boardengagement and employment. Such The Employee's duties shall include, without limitation, the following: (i) Chief Executive Officer be such executive and president. The Chief Executive Officer and President's primary managerial duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, as the Chief Executive Officer shall specify from time to time and President will as provided in the Bylaws of the Company, as the same may be amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible for dealing with persons of similar position on major corporate transactionsand report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, acquisitions, reorganizations and similar types of activities. (b) Executive responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote substantially his entire professional timefull-time attention, attention energy and energy exclusively skill during normal business hours to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, Company and shall not not, during the Employment Term (as that term of his employment hereunder is defined below), be actively engaged in any other business activity whether or not activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from will not: (a) managing his personal investments adversely affect or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executivethe Employee's duties and responsibilities hereunder. , (b) involve a conflict of interest with the Company or (c) Executive further agrees that during involve activities competitive with the term business of his employment under this Agreement he will the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business or other activities, directly or indirectly, which are or may be competitive with or which might shall place him the Employee in a competing position to that conflict of interest with the Company or interfere with the performance of the Corporation Employee's duties and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment responsibilities under this Agreement.

Duties. The Executive, in his capacity as General Counsel and Chief Operating Officer shall, unless the Board of Trustees of the Company (athe “Board”) During determines otherwise, report directly to the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Company’s Chief Executive Officer Xxxx X. Xxxxxx (or his successor) and faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Trustees of the CorporationCompany (the “Board”) (including the performance of services for, and shall have all powers and duties consistent with such position subject to serving on the direction Board of Directors of, any subsidiary or affiliate of the Board. Such duties shall include, Company without limitation, the following: (i) Chief Executive Officer and presidentany additional compensation). The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention all of the Executive’s business time and energy exclusively effort to the performance of the Executive’s duties hereunder; provided, however, that in no event shall this sentence prohibit the Executive from performing other activities, whether personal, charitable, investment (including real estate investment activities) or business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of activities approved by the Board, from accepting employment to additional board of directors, provided that so long as such activities do not materially and adversely interfere with the performance Executive’s duties to the Company or otherwise violate the terms of the Executive's ’s Non-Competition Agreement (as defined below) executed by the Executive and the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of Xxxxxxx X. Xxxxxx (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various Xxxxxx family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that he may have to any such trusts or family investment entities so long as such activities do not materially and adversely interfere with the Executive’s duties hereunder. (c) Executive further agrees that during for the term of his employment Company. The Board may delegate its authority to take any action under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that the Compensation Committee of the Corporation and its affiliates without obtaining Board of Trustees (the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement“Compensation Committee”).

Duties. NAI agrees to employ the Executive and the Executive agrees to accept employment with NAI for the Term of Employment hereinafter defined. During the Term of Employment, the Executive, subject to the provisions of this Agreement, shall: (a) During have the period title and the duties of employment as provided in Paragraph 1(bExecutive Vice President of News Corporation, a Delaware corporation (“NEWS CORP”) hereofand (b) be a member of the Office of the Chairman (the “OOC”) of NEWS CORP. In addition, the Executive shall serve as President the Chief Executive Officer of NEWS CORP’s newly established education division (the “Educational Division”) which shall include Wireless Generation, Inc. after it is acquired by NEWS CORP. As the Chief Executive Officer of the Educational Division: (i) the Executive will be the most senior officer of the Educational Division (other than the Chairman and Chief Executive Officer of NEWS CORP); and (ii) the Corporation, and Executive shall have all powers such duties and duties consistent authority as are customarily associated with such the position subject of Chief Executive Officer. The Executive shall report directly to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chairman and Chief Executive Officer of NEWS CORP and presidentthe Deputy Chairman and Chief Operating Officer of NEWS CORP. The Chief NEWS CORP shall use its best efforts to assure that the Executive Officer serve and President's primary duties and responsibilities consist continues to serve as a member of the following: establishing, with NEWS CORP Board of Directors during the primary advice Term of Employment. During the Chief Financial Officer and Chief Operations Officer Term of Employment the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially all of his entire professional time, business time and attention and energy exclusively give his best efforts and skill to furthering the business and affairs interests of NEWS CORP and to the performance of such executive duties as the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP may determine, from time to time, consistent with the terms of this Agreement and which are commensurate with the scope of the Corporation and its subsidiaries, as its business and affairs now exist and Executive’s position; provided that so long as they hereafter may be changed, and shall do not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing manner interfere with his performance hereunder and are in accordance with NEWS CORP’s policies, nothing in this Agreement shall not be construed as preventing preclude the Executive from devoting time during reasonable periods to: (ai) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeserving, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the BoardBoard or the NEWS CORP Chairman or Group General Counsel, from accepting employment to additional board as a director or member of directorsa committee of any company or organization, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (cii) Executive further agrees that during the term of his employment under this Agreement he will engage delivering lectures and fulfilling speaking engagements, (iii) engaging in no business or other charitable and community activities, directly (iv) making television appearances, (v) authoring books or indirectlyarticles for newspapers, which are magazines, online media sites or may be competitive with or which might place him similar media; and (vi) investing his personal assets in a competing position to that of the Corporation such form and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementsuch manner as will not violate Section 7(c) below.

Duties. (a) During As General Counsel and Chief Legal Officer of the period of employment as provided in Paragraph 1(b) hereofCompany, Executive shall serve as President be responsible for managing and Chief Executive Officer supervising, and shall have responsibility and powers for the day-to-day conduct of, the legal affairs of the CorporationCompany and its subsidiaries, including, but not limited to, hiring and firing of legal personnel, executing contracts and agreements provided that the dollar value of the contract or agreement does not exceed $50,000, managing and supervising any internal and or external counsel, and shall have all powers of the powers, authority, duties and responsibilities usually incident to the position and role of General Counsel and Chief Legal Officer in companies that are comparable in size and character to the Company, and shall perform such other reasonable duties consistent with such the position subject of General Counsel, as may lawfully be assigned to her by the direction Company’s Board of Directors (the “Board. Such duties shall include, without limitation, ”) and the following: (i) Company’s Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of (the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities“CEO”). (b) As Chief Ethics Officer of the Company, Executive shall devote substantially his entire professional timebe responsible for the general administration, attention oversight and energy exclusively monitoring compliance with the Company’s Code of Conduct and Business Ethics (the “Code”) and other procedures intended to detect and prevent unethical or illegal behavior, operation and effectiveness of the Company’s hotline, investigating incidents of suspected non-compliance with the Code, reporting to the business and affairs Audit and/or Governance Committees of the Corporation Board regarding the effectiveness of an adherence to the Code, periodically reviewing and its subsidiariesrevising Company policies and procedures to achieve compliance with applicable rules, as its business regulations, policies and affairs now exist and as they hereafter may be changedprocedures, and shall not during making recommendations to the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation CEO, Audit and/or Governance Committees of the affairs of the businesses Board regarding disciplinary or entities in which such investments are made, provided Executive shall not invest in any business competitive remedial action for non-compliance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCode. (c) During the Term, Executive further agrees that during shall report directly to the term Company’s Chief Compliance Officer (the “CCO”), serve the Company and its subsidiaries and devote such time, attention, skill and efforts as is necessary for the performance of his employment under this Agreement he will her duties hereunder; provided however, that, notwithstanding the above, Executive shall be permitted, to the extent such activities do not interfere with the performance by Executive of her duties and responsibilities hereunder, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on charitable boards or committees and (iii) engage in no business or other activitiescommunity service, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation charitable activities and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementprofessional educational duties.

Duties. (a) During the period Period of employment Employment (as provided defined in Paragraph 1(b) hereofSection 3), Executive shall serve the Company in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as the President and Chief Executive Officer Officer. In this position, Executive shall report to the Board of Directors. If requested by the Company, Executive shall also serve as a member of the Corporation, Board and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, any Board committees without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesadditional compensation. (b) Throughout the Period of Employment, Executive shall devote substantially his entire professional her full business time, attention energy, and energy exclusively skill to the business performance of her duties for the Company, vacations and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitleave authorized under this Agreement excepted. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madenotwithstanding, provided Executive shall not invest be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any character in any business competitive with the Corporation or businesses and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily to manage such investments (but not be involved in the Overday-theto-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors day operations of any business corporation or any charitable organization on which he now serves such business); provided, in each case, and which has been disclosed to in the Corporation in writing oraggregate, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's ’s duties hereunderhereunder or conflict with the provisions of Sections 14 and 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the consent of the Corporate Governance & Nominating Committee of the Board prior to the commencement of such service. (c) Executive further agrees that during shall exercise due diligence and care in the term performance of her duties for and the fulfillment of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position obligations to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment Company under this Agreement. (d) During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as the Chief Executive Officer of the Company. (e) Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to which Executive is a party or otherwise bound.

Duties. (1) The Executive acknowledges that, as a senior officer of the Company, the Executive will owe a fiduciary duty to the Company. (2) The Executive will also: (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President devote full-time effort and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation Company; (b) perform the Services in a competent and its subsidiaries, efficient manner and in a manner consistent with the Executive’s fiduciary obligations to the Company as its business an executive officer thereof and affairs now exist and as they hereafter may be changedin compliance with all reasonable Company policies of which the Executive is made aware, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive will carry out all lawful instructions and directions from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing time to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed time given to the Corporation Executive in writing or, subject relation to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder.the Services; (c) Executive further agrees that during use all commercially reasonable efforts to promote the term interests and goodwill of his employment under this Agreement he will engage the Company; (d) comply with all Company policies and codes of business ethics, as adopted by the Board from time to time, including the Company’s confidentiality and xxxxxxx xxxxxxx policies; (e) in no the event of a Going Public Transaction, act as the CEO and CFO or an equivalent officer of Pubco, as requested by the Board; and (f) not undertake any other business or occupation or become a director or officer, employee or agent of any other company, firm, society or person without prior written approval of the Board of Directors, which such approval shall not be unreasonably withheld, and with the exception of the current advisor, director, and officer roles as described in Schedule “B” (3) The Executive warrants that the Executive shall perform the Services and conduct his other activities in a manner which is lawful and reputable and which is designed to bring good repute to the Company, the Company’s business interests and the Executive. In particular, and in this regard, the Executive specifically agrees to provide the Services in a sound and professional manner consistent with performance quality standards of the industry and otherwise in accordance with the terms of this Agreement. In the event that the Board of Directors has a reasonable concern that the Services as performed by the Executive are being conducted in a way contrary to law or are reasonably likely to bring disrepute to the business interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive make such alterations in the Executive’s activities, directly as the Board of Directors may reasonably require in its sole and absolute discretion to the extent necessary to address such reasonable concerns. (4) The Executive will not knowingly breach and will take all reasonable steps to inform himself about compliance with, all Canadian and foreign laws, whether federal, provincial or indirectlystate, which are or may be competitive with or which might place him in a competing position applicable to that of the Corporation Executive’s respective duties and its affiliates without obtaining the prior written consent of the Board, including, without limitationobligations hereunder. In particular, the solicitation or acceptance Executive acknowledges the application of consulting work from clients of the Corporation securities laws and its affiliates for whom he has performed services his status as an “insider” as defined by virtue of this Agreement or who he has met such laws in connection with his employment under this Agreementthe trading in the Company’s stock and dealing with its confidential information.

Duties. (a) During Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the period of employment parties. The Underwriters undertake to perform such duties and obligations only as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Boardexpressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall includebe determined solely by the express provisions of this Agreement, without limitation, and the following: Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) Chief Executive Officer the purchase and president. The Chief Executive Officer and President's primary duties and responsibilities consist sale of the following: establishingShares pursuant to this Agreement, with including the primary advice determination of the Chief Financial Officer public offering price of the Shares and Chief Operations Officer any related discounts and commissions, is an arm’s-length commercial transaction between the Corporation's business plan Company and strategy. This Officer will primarily be responsible for dealing the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the Corporation's securitiesprocess leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsagent or fiduciary of the Company, the Securities and Exchange CommissionSelling Stockholders or their respective affiliates, the National Association of Securities Dealers and stockholders, creditors or employees or any other regulatory authorities. In additionparty; (iii) no Underwriter has assumed or will assume an advisory, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs agency or fiduciary responsibility in favor of the Corporation Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and its subsidiaries, as its business (iv) the several Underwriters and affairs now exist and as they hereafter their respective affiliates may be changed, and shall not during the term of his employment hereunder be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any other business activity whether or not of such business activity is pursued for gain or profitinterests. The foregoing shall not be construed as preventing Executive Company and each Selling Stockholder acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation Underwriters’ performance of the affairs of duties and obligations expressly set forth herein. The Company and the businesses or entities in which such investments are madeSelling Stockholders hereby waive and release, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing orfullest extent permitted by law, subject any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to the prior approval any breach or alleged breach of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderagency or fiduciary duty. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During Superintendent shall be the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, school system and shall have all powers and duties consistent with such position subject to have, under the direction of the Board, general supervision and management of all of the public schools and all the personnel in various personnel departments of the school system. Such Superintendent shall perform those duties shall includeset forth in, without limitationand be subject to, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval written policy of the Board, reserving, however, those legal powers specifically vested in the superintendent by law. In furtherance and not in limitation of the authority granted by the written policy of the Board or the laws of the State of Ohio, and to the extent such duties are not the responsibility of another superintendent or the Treasurer under law, Superintendent shall direct and assign teachers and other employees of the schools under her supervision, shall assign pupils to grade levels and buildings, shall organize, reorganize, and arrange the administrative and supervisory staff, both instructional and non-instructional, as best serves the Board, shall select all personnel for initial employment and make recommendations with respect to the re-employment, non-renewal, layoff, and termination of existing employees, shall have the initial authority to receive and respond to complaints regarding District staff or operations, shall from accepting employment time to additional board time suggest regulations, rules and procedures deemed necessary for the well- being of directorsthe school district and, provided that in general, perform all duties incident to the office of superintendent and such activities do not materially interfere with the performance of Executive's other duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or as may be competitive with or which might place him in a competing position prescribed by Board from time to that of the Corporation and its affiliates without obtaining the prior written consent time. In performing these duties on behalf of the Board, includingSuperintendent shall have the authority to consult with legal counsel or other professional advisors as may be reasonably necessary, without limitation, subject to any limitations imposed by the solicitation or acceptance of consulting work from clients Board. It is expressly understood and agreed that the performance of the Corporation duties of Superintendent may require Superintendent to work outside normal business hours and its affiliates at non-school locations. Superintendent shall have the right to attend all school board meetings and all school board and citizen committee meetings, serve as an ex-officio member of all school board committees, and provide administrative recommendations on each item of business considered by each of these groups. Superintendent, in her discretion, and to the extent permitted by law, may delegate to other school personnel the exercise of any powers and the discharge of any duties imposed upon Superintendent. The delegation of any power or duty, shall not, however, relieve Superintendent of responsibility for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment the action taken under this Agreementsuch delegation.

Duties. (aA) During The Employee shall, during the period term of his employment with the Company, perform such services and duties of an executive nature in connection with the business, affairs and operations of the Company as provided may be reasonably and in Paragraph 1(bgood faith assigned or delegated to him from time to time by or under the authority of the Board of Directors of the Company and consistent with the position of Chairman of the Board, President and Chief Executive Officer. (B) hereofEmployee agrees to use his best efforts in the promotion and advancement of the Company and its welfare and business. Employee agrees to devote such time and effort to the business of the Company as is reasonably necessary to fulfill the duties of Chairman of the Board, President and Chief Executive shall Officer; provided, however, that the Company acknowledges that (i) Employee is serving and will continue to serve as Chairman, President and Chief Executive Officer of NU-TECH BIO-MED, INC. ("Nu-Tech") and Nu-Tech's subsidiaries, and Employee will devote a portion of his professional time to the business of Nu-Tech consistent with such duties and (ii) Employee may devote a portion of his time to charitable work or positions on boards of directors or committees of other companies or charitable organizations, provided that such actions do not interfere with the performance by Employee of his duties hereunder. (C) Employee shall not be required to perform all of his duties at the facilities of the Company, and Employee may utilize telephone, computer and facsimile communications to perform services while he is not located at the Company's facilities, but Employee shall spend such portion of his time at the facilities of the Company as is necessary to satisfactorily perform his duties as Chairman of the Board, President and Chief Executive Officer of the CorporationCompany. Additionally, and Employee shall have all powers and duties consistent with undertake such position subject occasional travel, within or without the United States, as is or may be necessary to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary satisfactorily perform his duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval Chairman of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) President and Chief Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that Officer of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as are specifically set forth in this Agreement. Each of the Company and the Selling Stockholders acknowledges and agrees that: (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President purchase and Chief Executive Officer sale of the CorporationShares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and shall have all powers the several Underwriters, on the other hand, and duties consistent with such position subject to the direction Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. transactions contemplated by this Agreement; (b) Executive shall devote substantially his entire professional timein connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, attention and energy exclusively to the business and affairs agent or fiduciary of the Corporation Company, the Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and its subsidiaries, as its business (d) the several Underwriters and affairs now exist and as they hereafter their respective affiliates may be changed, and shall not during the term of his employment hereunder be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any other business activity whether or not of such business activity is pursued for gain or profitinterests. The foregoing shall not be construed as preventing Executive Company and the Selling Stockholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation Underwriters’ performance of the affairs of duties and obligations expressly set forth herein. The Company and the businesses or entities in which such investments are madeSelling Stockholders hereby waive and release, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing orfullest extent permitted by law, subject any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to the prior approval any breach or alleged breach of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderagency or fiduciary duty. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During Executive agrees that during the period Term of employment Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as provided in Paragraph 1(bthe Board of Directors or the chief executive officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the Board of Directors (acting by its Compensation Committee) hereofhas authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be an elected officer of the Company. The failure of any future Board of Directors to elect Executive as an officer of the Company shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Board of Directors or the chief executive officer of the Company so directs, Executive shall serve as President and Chief Executive Officer an officer of one or more subsidiaries of the CorporationCompany (provided that the duties of such office are not inconsistent with Executive's experience and qualifications and are duties customarily performed by a corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, and such employment and/or payment of Executive by a subsidiary or subsidiaries shall have all powers and duties consistent with such position subject not relieve the Company from any of its obligations under this Agreement except to the direction extent of the Board. Such duties shall include, without limitation, the following: (i) Chief payments actually made to Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesby a subsidiary. (bc) During the Term of Employment Executive shall shall, except during customary vacation periods and periods of illness, devote substantially all of his entire professional time, business time and attention to the performance of his duties hereunder and energy exclusively to the business and affairs of the Corporation Company and its subsidiariessubsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, as its either during or outside of such normal business and affairs now exist and as they hereafter may be changedhours, and shall not during the term of his employment hereunder be engaged engage in any other business activity whether or not inimical to such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderbest interests. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by a President and Chief Executive Officer for a company doing the type of business engaged in by Company, as well as having responsibility for the Corporationday-to-day management of Company, and any additional duties assigned to him from time to time by the Board of Directors of Company. Executive shall have all powers and duties consistent with such position subject report directly to the direction Board of Directors of Company. Executive agrees to use his best efforts and comply with all fiduciary and professional standards in the Boardperformance of his duties hereunder. Such duties Executive shall includeprovide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, without limitationand any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Executive represents and warrants to Company that, at all times prior to the following: (i) Effective Date when he has served as its President and Chief Executive Officer and presidentat all times during the Term, he has either fulfilled or will fulfill his duty of loyalty to Company; and he has either acted or will act in the best interests of Company’s shareholders. The Chief Executive Officer has been engaged in the pharmaceutical business for over forty (40) years and President's primary duties has disclosed to Company his ownership interests in Pharmeral, Inc. and responsibilities consist Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of the following: establishingLiquipharm, Inc. His involvement with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securitiesrespect to these companies has been disclosed, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively including but not limited to the business and affairs sale or licensing of the Corporation and its subsidiariesvarious products, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part which transactions have in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) past included Company. Executive further agrees that during to disclose any significant change in his association with said entities or in the term nature of their business operations if there comes a time when the underlying circumstances represented to the Company are materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of his employment under this Agreement he net worth, said holdings will engage be disclosed in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position writing to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in-person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits stockholders. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to Without limiting the business and affairs generality of the Corporation foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and its subsidiariesthe OTC Markets, as its business the NASDAQ Stock Exchange and affairs now exist and as they hereafter may be changedthe New York Stock Exchange). Director also confirms that, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Governance Documents and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director knows to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the term Term (as defined below) shall be that of his employment under this Agreement he will engage an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in no business any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementobligations associated therewith.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, The Executive shall serve as President and the Company’s Chief Executive Officer and President and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such positions in a public corporation of similar size and business and subject to the direction of the CorporationBoard and the Executive Chairman, and shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably designated by the Board or the Executive Chairman; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the position of Chief Executive Officer and President in a public corporation of a similar size and business. At all powers and duties consistent with such position times, the Executive shall be subject to the direction of the Board. Such duties shall include, without limitationDuring the Employment Period, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention full business time and energy exclusively best efforts to the business and affairs of the Corporation Company and its subsidiaries. Notwithstanding the foregoing, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from pecuniary advantage; (aii) managing invest his personal investments or investing his assets in any business that is not competitive with the Company or any of its subsidiaries, provided that such form or manner as investment will not require any significant services on his the part in the operation of the affairs of the businesses or entities in Executive which such investments are made, provided Executive shall not invest in any business competitive would unreasonably interfere with the Corporation and its affiliates, except those companies whose his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation entity that is competitive with the Company or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directorsits subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such activities do securities; (iv) serve as a director of up to three publicly traded entities that are not materially interfere competitive with the performance Company or any of Executive's duties hereunder. its subsidiaries; and (cv) Executive further agrees that during participate in any other activity approved in advance in writing by the term Board. For purposes of his employment under this Agreement he will engage in no Section 3, a business or other activities, directly or indirectly, which are or may be entity is “competitive with the Company or which might place him any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a competing position to that one-hundred (100) mile radius of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany’s principal executive headquarters.

Duties. (a) During Executive agrees that during the period of employment as provided in Paragraph 1(b) hereofEmployment Period from and after the Effective Date, while Executive is employed by the Company, Executive shall serve will devote Executive’s full business time, energies and talents to serving as the President and Chief Executive Officer of the CorporationCompany and the Parent, and at the direction of the Board of Directors of the Parent (the “Board”). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board, shall perform all powers duties assigned to Executive faithfully and duties consistent with such position efficiently, subject to the direction of the BoardBoard and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Such Executive will perform the duties shall include, without limitation, required by this Agreement at the following: (i) Chief Company’s principal place of business unless the nature of such duties requires otherwise. So long as Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, is the Chief Executive Officer of the Parent, he shall serve as member of the Board and President will be responsible for dealing with persons if the Parent forms an Executive Committee of similar position on major corporate transactionsthe Board, acquisitions, reorganizations and similar types of activities. (b) Executive shall serve as a member of such committee. Notwithstanding the foregoing, during the Employment Period, Executive may devote substantially his entire reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional time, attention and energy exclusively associations) to the business and affairs extent such activities do not, in the reasonable judgment of the Corporation and its subsidiariesBoard, as its business and affairs now exist and as they hereafter may be changedinhibit, and shall not during the term of his employment hereunder be engaged prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any other material way with the business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of Parent, the businesses or entities in which such investments are madeCompany and their respective affiliates; provided, provided however, that Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation (other than the Parent or the Company or their respective affiliates) or hold any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere other position with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no any business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining receiving the prior written consent of the Board, includingwhich consent, without limitationwith respect to serving on private company boards, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementmay not be unreasonably withheld.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, The Executive shall serve the Company as its President and Chief Executive Officer to serve in such capacity or other capacities consistent therewith as designated by the Board of Directors of the CorporationCompany (the “Company Board”) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) and shall have all powers such duties, authorities and duties consistent responsibilities as the most senior executive officer of the Company and Beacon, commensurate with such position subject the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive shall serve the Company faithfully, diligently and to the direction best of his ability and shall devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and he shall not assume a position in any other business without the express written permission of the Beacon Board. Such duties shall include, without limitation, ; provided that the following: Executive may upon disclosure to the Beacon Board (i) Chief serve as a member of not more than one for-profit board of directors so long as the Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of receives prior written permission from the following: establishing, Beacon Board (such permission not to be unreasonably withheld); (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively Executive’s duties to the business Company and affairs of (iii) make passive investments where the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedExecutive is not obligated or required to, and shall not during in fact, devote any managerial efforts. The Company shall have the term of his employment hereunder be engaged right to limit the Executive’s participation in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which he now serves and which has been disclosed continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties to the Corporation in writing orCompany. In addition, subject during the Term, the Executive will continue to the prior approval serve as a member of each of the Board, from accepting employment to additional board Boards.” Section 2.1 of directors, provided that such activities do not materially interfere the Agreement is deleted in its entirety and replaced with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.following:

Duties. (a) During 3.1 The Executive's duties shall be those of Managing Director. The Board may from time to time impose on or assign to the period of employment Executive such reasonable duties as it may determine, provided in Paragraph 1(b) hereof, always that such duties shall be commensurate with the Executive's position and status. The Executive shall serve as President devote the whole of his time and Chief Executive Officer attention, abilities and skill during working hours to carrying out his duties, shall faithfully, efficiently and diligently perform such duties to promote the best interests of the Corporation, Company and any Associated Company and for that purpose shall have all exercise such powers and duties consistent with the office to which he is appointed and also such position subject powers as may from time to the direction of time be conferred on him by the Board. Such Further the Executive accepts that the Board may due to urgent business requirements require him to perform other duties shall include, without limitation, or tasks not within the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary scope of his normal duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively agrees to the business and affairs of the Corporation and its subsidiaries, perform those duties or undertake those tasks as its business and affairs now exist and as if they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment were specifically required under this Agreement. 3.2 The Executive shall obey the reasonable and lawful restrictions, directions, rules or the regulations given to him by the Company or from time to time established or laid down by the Company concerning its employees. 3.3 The Executive shall at all times promptly give to the Company (in writing if so requested) all such information and explanations as it may require in connection with matters relating to the Employment or with the business of the Company or any Associated Company. 3.4 In pursuance of his duties hereunder the Executive shall, if so required by the Company and without further remuneration therefor, perform such reasonable services for any Associated Company as the Company may reasonably require from time to time, and shall act as director, officer or employee of such Associated Company and carry out such reasonable duties upon such appointment as if they were duties to be performed by him on behalf of the Company under this Agreement provided in each case that such services or duties are commensurate with the Executive's position and status. 3.5 If the Executive is given notice under Clause 2.2 above the Company shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide any work for the Executive, and the Company may at any time or from time to time suspend the Executive from the performance of his duties or exclude him from any premises of the Company, but salary will not cease to be payable by reason only of the suspension or exclusion of the Executive and the Executive will continue to receive all other benefits (unless and until the Employment shall be terminated under any provision of this Agreement).

Duties. (a) During the period of employment 1.1 The Company shall employ you, and you shall serve, as provided in Paragraph 1(b) hereof, Executive shall serve as President Chairman and Chief Executive Officer of the CorporationCompany and in such capacity, have such authority, functions, duties, powers, and shall have all powers and duties consistent responsibilities typically associated with such position subject position. 1.2 You shall report to the direction Company’s Board of Directors. You shall devote substantially all of your working time and efforts relating to the performance of your duties hereunder. While employed, you shall not engage in any other occupation for gain, profit or pecuniary advantage without the consent of the Board. Such duties shall include; provided, without limitationhowever, the following: that: (ia) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing this limitation shall not be construed as preventing Executive you from (a) managing his personal your passive investments or investing his assets being involved in such form or manner charitable, religious, and civic interests so long as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities they do not materially interfere with the performance of Executive's your duties hereunder. ; (b) you may serve on the Proxy Board of Accenture, Inc. so long as such service does not create an actual conflict of interest or materially interfere with the performance of your duties hereunder; and (c) you may request to serve on another for-profit board of advisors or board of directors, provided that such for-profit organization is not a competing business and subject to the approval of the Board of Directors. In performing your duties hereunder, you shall comply with all written policies and procedures of the Company. 1.3 You will provide services to the Company from the Company’s offices in Arlington, Virginia (Crystal City); subject to any business travel as is necessary to perform your duties as Chairman and Chief Executive further agrees Officer. 1.4 Subject to the terms set forth in Section 4 below, please understand that during the term this letter does not constitute a contract of his employment under this Agreement he for any specific period of time, but will engage in no business or other activities, directly or indirectly, which are or create an employment at-will relationship that may be competitive terminated at any time by you or the Company, with or which might place him in a competing position to that without cause, and with or without advance notice. The at-will nature of the Corporation and its affiliates without obtaining employment relationship may not be modified or amended except by written agreement signed by the prior written consent Chair of the Board, including, without limitation, Company’s Compensation Committee (the solicitation or acceptance of consulting work from clients of the Corporation “Committee”) and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementyou.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the CorporationCompany and to devote as much time as is reasonably necessary to perform his duties as a Director of the Company, and shall have all powers and including duties consistent with such position subject to the direction as a member of one or more committees of the Board, to which the Director may hereafter be appointed. Such The Director will perform such duties shall includedescribed herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature, and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without limitationthe prior notification to the Board, engage in any other business activity which could materially interfere with the following: performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) Chief Executive Officer any current employer and presidentits affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Chief Executive Officer and President's primary duties and responsibilities consist Company currently intends to hold at least one regular meeting of the following: establishingBoard and each Committee each quarter, together with the primary advice additional meetings of the Chief Financial Officer Board and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily Committees as may be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to required by the business and affairs of the Corporation Company. Director shall be given reasonable advance notice of such meetings and its subsidiariesthey will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the Company at mutually convenient times and places, as its business appropriate and affairs now exist convenient. (b) Director is an “independent director” with respect to the Company (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director confirms that, as they hereafter may be changedof the Effective Date, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Certificate of Incorporation and Bylaws of the Company and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director known to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further In addition to Director’s service on the Board, Director agrees that during that, if so selected by the term of his employment under this Agreement he will engage in no business or other activitiesBoard, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent Director shall serve on certain committees of the Board. (d) By execution of this Agreement, includingDirector accepts Director’s appointment or election as an independent Director of the Company, without limitationand agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the solicitation Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or acceptance agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of consulting work from clients of any kind, and the Corporation and its affiliates Director shall assume sole responsibility for whom he has performed services by virtue of this Agreement discharging all tax or who he has met in connection with his employment under this Agreementother obligations associated therewith.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofEmployment Term, Executive shall serve the ------ Corporation in a dual capacity, as its Vice President, or in such other capacity or capacities as may be determined by the Board (provided that his authority, duties and responsibilities shall be at least commensurate in all material respects with his office, status and titles at the time of such change); and as the President and Chief Executive Officer of its wholly-owned subsidiary, Xxxx Evaluation & Testing Associates, Inc. ("BETA"). Executive shall perform such executive, administrative, development, production, marketing and other services and duties for the Corporation, and shall have all powers and duties consistent with such position subject to or any Subsidiary, at the direction present location of the BoardCorporation or any office or location less than 25 miles from such location, but in no event more than 40 miles from the principal office of BETA in Pleasantville, New York. Such duties shall includeDuring the Employment Term, without limitationand excluding any periods of vacation and sick leave, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall agrees to devote substantially his entire professional time, reasonable attention and energy exclusively time during normal business hours to the business and affairs of the Corporation and its subsidiariesand, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing orextent necessary, subject to discharge the prior approval of the Boardresponsibilities assigned to Executive hereunder, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of use Executive's duties hereunder. (c) Executive further agrees reasonable best efforts to perform faithfully and efficiently such responsibilities. It is anticipated that during the term initial year of this Agreement, Executive shall devote eighty (80%) percent of his employment under this Agreement he will engage in no time to his responsibilities relating to BETA and twenty (20%) percent of his time to his responsibilities to the Corporation. Thereafter, Executive shall devote such time to the business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of each of the Corporation and its affiliates without obtaining BETA as shall be agreed by Executive and the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients Chief Executive Officer of the Corporation it being understood that such time shall continue to be devoted to BETA as shall be required to maintain BETA's viability and effectively operate and manage its affiliates for whom he has performed services by virtue affairs. During the Employment Term it shall not be a violation of this Agreement for Executive to (A) serve on corporate, civic or who he has met charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as Executive's duties in connection therewith do not unreasonably interfere with his employment Executive's duties under this Agreement. Activities of Executive consistent with this Section 4 shall not permit the Corporation to terminate Executive's employment for "Cause", as defined below.

Duties. (a) During Executive agrees that during the period Term of employment Employment he will hold such offices or positions with the Company, and perform such duties and assignments relating to the business of the Company, as provided in Paragraph 1(bthe Board of Directors or the Chief Executive Officer of the Company shall direct except that Executive shall not be required to hold any office or position or to perform any duties or assignment inconsistent with his experience and qualifications or not customarily performed by a corporate officer. The Company represents to Executive that the Board of Directors (acting by its Compensation Committee) hereofhas authorized the making of this Agreement and expressed its present intention that during the Term of Employment Executive will be an elected officer of the Company. The failure of any future Board of Directors to elect Executive as an officer of the Company shall not, however, be deemed to relieve either party hereto of any of his or its obligations under this Agreement. (b) If the Board of Directors or the Chief Executive Officer of the Company so directs, Executive shall serve as President and Chief Executive Officer an officer of one or more subsidiaries of the CorporationCompany (provided that the duties of such office are not inconsistent with Executive's experience and qualifications and are duties customarily performed by a corporate officer) and part or all of the compensation to which Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, and such employment and/or payment of Executive by a subsidiary or subsidiaries shall have all powers and duties consistent with such position subject not relieve the Company from any of its obligations under this Agreement except to the direction extent of the Board. Such duties shall include, without limitation, the following: (i) Chief payments actually made to Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesby a subsidiary. (bc) During the Term of Employment Executive shall shall, except during customary vacation periods and periods of illness, devote substantially all of his entire professional time, business time and attention to the performance of his duties hereunder and energy exclusively to the business and affairs of the Corporation Company and its subsidiariessubsidiaries and to promoting the best interests of the Company and its subsidiaries and he shall not, as its either during or outside of such normal business and affairs now exist and as they hereafter may be changedhours, and shall not during the term of his employment hereunder be engaged engage in any other business activity whether or not inimical to such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderbest interests. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive The Employee shall serve as the President and Chief Executive Officer of the CorporationLegal ------ Enterprise Division of the Company, and the Vice President of Sales and Marketing for the Parent, as hereinafter defined, and shall have all powers report to, and duties consistent with such position be subject to the general direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice control of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In additionExecutive Officer, the Chief Executive Operating Officer (the "COO") and President will be responsible for dealing the Board of Directors of the Company (the "Board") or of the Parent, as applicable. The Employee shall perform such management and administrative duties, consistent with persons of similar position on major corporate transactionsthe Employee's positions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively as are from time to time assigned to the Employee by the Chief Executive Officer, the COO and the Board (or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). The Employee further agrees to use his best efforts to develop a national record retrieval business for the Parent and affairs all of the Corporation Parent's subsidiaries. The Employee also agrees to perform, without additional compensation, such other services for the Company, and its subsidiariesfor any parent, subsidiary or affiliate corporations of the Company and any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), as its business and affairs now exist and as they hereafter may be changedthe Chief Executive Officer, the COO or Board shall from time to time specify, if such services are of the nature commonly associated with the positions of Employee set forth above for a company engaged in activities similar to the activities engaged in by the Company or the Parent, and shall not during to perform such other activities as are consistent with the term Employee's past responsibilities as an employee of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing the Seller and the LEI Business; provided, that Employee shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest required to engage in any business competitive with that is not reasonably related to the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing Business of the The Wall Street Journal; Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or (B) preclude Executive from continuing the Parent to serve on relocate his primary residence. For purposes of this Agreement, the board "Business of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing Company" or, subject to alternatively, "Business" shall be defined as the prior approval current business of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the BoardCompany, including, without limitationbut not limited to, the solicitation or acceptance marketing and providing of consulting work from clients of record retrieval and litigation support services in the Corporation California area, as well as the national record retrieval business for the Parent and its affiliates for whom he has performed services by virtue of subsidiaries contemplated above. The term "Company" as used in this Agreement or who he has met in connection with his employment under this Agreementshall be deemed to include and refer to all such Affiliates.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Articles of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Nevada. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in-person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits shareholders. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to Without limiting the business and affairs generality of the Corporation foregoing, Director confirms that Director is independent (as such term has been construed under Nevada law with respect to directors of Nevada corporations and its subsidiariesthe OTC Markets, as its business the NASDAQ Stock Exchange and affairs now exist and as they hereafter may be changedthe New York Stock Exchange). Director also confirms that, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Governance Documents and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director knows to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the term Term (as defined below) shall be that of his employment under this Agreement he will engage an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in no business any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementobligations associated therewith.

Duties. (a) During As President of the period of employment as provided in Paragraph 1(b) hereofCompany, the Executive shall serve carry out the strategic plans and policies as President and Chief Executive Officer established by the Board of Directors of the Corporation, Company and shall have all powers and duties consistent with such position subject report to the direction CEO and Board of the BoardDirectors. Such The Executive’s duties shall include, without limitation, include but not be limited to the following: (i) Chief Executive Officer Supporting the operations and president. The Chief Executive Officer and President's primary duties and responsibilities consist administration of the following: establishingBoard of Directors by advising and informing CEO and Board members with regard to the operations of the Company and interfacing between the Board and the staff of the Company; (ii) Overseeing the design, marketing, promotion, delivery, and quality of company programs, products, and services; (iii) Working with the primary advice CEO, recommending a yearly budget for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations; (iv) Working with the CEO, effectively managing the human resources of the Chief Financial Officer organization according to authorized personnel policies and Chief Operations Officer the Corporation's business plan procedures that fully conform to current laws and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property regulations; (v) Develop and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities implement System C and Exchange Commission, the National Association a national network of Securities Dealers builders and other regulatory authorities. In addition, the Chief Executive Officer vendors sufficient to grow company in to a national homebuilding and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesmanagement company. (bvi) Recruit and train executive staff for Company and promote its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As the Executive shall devote substantially be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his entire professional timeoffices, attention including without limitation: (i) The full authority for the operations and energy exclusively conduct of the business of the Company; (ii) General decision-making authority with respect to the business and affairs day-to-day operations of the Corporation and its subsidiariesbusiness of the Company; (iii) The engagement, as its business and affairs now exist and as they hereafter may be changedretention, and shall not during the term termination of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation employees and independent contractors of the affairs Company, the setting of the businesses compensation and other material terms of employment or entities in which such investments are madeengagement of employees and independent contractors and the establishment of work rules for employees; and (iv) The initiation, provided Executive shall not invest in any business competitive with the Corporation development, and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing implementation of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing ornew business, subject to the prior approval of the CEO and supervision of the Board, from accepting employment . The Executive shall render his services thereunder in the headquarters city (or other headquarters location approved by the Board) subject to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's reasonable travel as may be required to perform his duties hereunder. (c) Executive further agrees that during . During the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitationemployment, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed Executive shall devote such time as is required to perform his services by virtue of this Agreement or who he has met in connection with his employment under this Agreementhereunder.

Duties. As Co-Chief Operating Officer of WORLDSPACE, EXECUTIVE shall have the duties and responsibilities as may from time to time reasonably be assigned to or vested in EXECUTIVE by the Board consistent with his position. (a) EXECUTIVE’s employment with WORLDSPACE shall be full-time and exclusive. During the period term of employment, EXECUTIVE shall, except during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of EXECUTIVE’s time, attention, skill, and ability during usual business hours (and outside those hours when reasonably necessary to EXECUTIVE’s duties hereunder) to the faithful and diligent performance of EXECUTIVE’s duties hereunder. EXECUTIVE acknowledges and agrees that EXECUTIVE may be required, without additional compensation, to perform services for any Affiliates, and to accept such office or position with any Affiliate as the Board may reasonably require, including, but not limited to, service as an officer or director of WORLDSPACE or any Affiliate. The details of any such office or position (including any applicable insurance coverage, compensation (if any) and employment as provided arrangements) with an Affiliate will be detailed before EXECUTIVE assumes such role. EXECUTIVE will have the right to decline any office or position with an Affiliate without breaching the terms of this Agreement in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer the event concerns with respect such an assignment raised in writing by EXECUITVE have not been resolved to the mutual satisfaction of the Corporationparties. EXECUTIVE shall comply in all material respects with all applicable policies of WORLDSPACE and/or its Affiliates as found in the WORLDSPACE Policy Manual, and shall have all powers and duties consistent with such position subject a copy of which has been provided to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesEXECUTIVE. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during During the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing employment, it shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation a violation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing this Agreement for EXECUTIVE to serve on as an officer or director of a cooperative housing, or civic or charitable organization or committee, or to manage personal investments, or to serve as a member of the board of directors of any business a corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing ortrade association, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that so long as such activities (individually or collectively) do not conflict or materially interfere with the performance of Executive's EXECUTIVE’s duties hereunder, and/or on a prospective basis, as of the Effective Date, have been reviewed and approved by the Company’s General Counsel. (c) Executive further agrees that during the term The reporting relationships and initial duties of his employment under this Agreement he will engage EXECUTIVE are outlined in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.Attachment A.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of Xxxxxx & Xxxxx Education, Inc. (together, the “Organizational Documents”) and the laws of the Boardstate of Delaware. The Company acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that he will be able to devote sufficient time and attention to the Company as is necessary to fulfill his responsibilities as a Director of the Company and that the Other Employment will not in any way impact Director’s independence. Such duties time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the following: Company’s board of directors. Director also represents that the Other Employment shall not interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations). Director also confirms that (a) he does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s equity holders or any of their respective corporate affiliates that would cause Director to be unable to (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist exercise independent judgment based on the best interests of the following: establishingCompany or (ii) make decisions and carry out his responsibilities as a Director of the Company, in each case in accordance with the primary advice terms of the Chief Financial Officer Organizational Documents and Chief Operations Officer the Corporation's business plan applicable law, and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially he has no existing or former relationship or affiliation of any kind with any competitor of the Company. By execution of this Agreement, Director accepts his entire professional timeappointment or election as independent Director of the Company, attention and energy exclusively agrees to serve in such capacity, subject to the business terms of this Agreement and affairs with the specific responsibilities and powers set forth in the duly adopted resolutions of the Corporation Board of Directors of the Company, attached hereto as Exhibit A, until his successor is duly elected and its subsidiariesqualified or until Director’s earlier death, resignation or removal. The parties hereto acknowledge and agree that Director is being engaged to serve as its business an independent Director of the Company only and affairs now exist and as they hereafter may be changedis not being engaged to serve, and shall not during serve, the term of his employment hereunder be engaged Company in any other business activity whether capacity; provided, that the Company may determine that it is in the best interest of the Company and/or its direct and indirect subsidiaries for Director to be appointed to the board or not such business activity is pursued for gain boards of directors or profit. The foregoing shall not be construed managers, as preventing Executive from applicable, of certain of the Company’s direct or indirect subsidiaries (aeach a “Subsidiary Board” and collectively, the “Subsidiary Boards”) managing his personal investments or investing his assets and, in such form case, the Company may request that Director accept a position as independent director or manner manager, as will not require any significant services on his part in the operation applicable, of such Subsidiary Boards; provided, further that if, after agreeing to accept such a position, Director is appointed to one or more Subsidiary Boards by a valid resolution of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitationapplicable Subsidiary Boards, the solicitation applicable subsidiaries shall be automatically deemed to be party to this agreement without any further action or acceptance of consulting work from clients of amendment by the Corporation and its affiliates for whom he has performed services by virtue of this Agreement Company, the Director, or who he has met in connection with his employment under this Agreementthe applicable subsidiaries.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in- person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits stockholders. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to Without limiting the business and affairs generality of the Corporation foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and its subsidiariesthe OTC Markets, as its business the NASDAQ Stock Exchange and affairs now exist and as they hereafter may be changedthe New York Stock Exchange). Director also confirms that, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Governance Documents and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director knows to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity. (d) Director’s status during the term Term (as defined below) shall be that of his employment under this Agreement he will engage an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in no business any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementobligations associated therewith.

Duties. (a) During the period Term of employment as provided in Paragraph 1(b) hereofEmployment, the Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will Chairman of the Board of the Company with such authority and duties as are generally associated with such positions and as may be responsible for dealing assigned to him from time to time by the Board of Directors of the Company that are consistent with persons such authority and duties. The Executive shall report only to the Board of similar position on major corporate transactions, acquisitions, reorganizations and similar types Directors of activitiesthe Company. (b) During the Term of Employment and except as provided in Section 2(d), the Executive shall devote substantially his entire professional time, attention full business time and energy exclusively best efforts to the business and affairs of the Corporation Company. The Executive agrees to continue to serve during the Term as a Director and a member of any committee of the Boards of Directors of the Company, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is provided to any other Director of the Company. The Company agrees to use its subsidiaries, best efforts to cause the Executive to be elected and continued in office throughout the Term of Employment as its business and affairs now exist a member of the Board of Directors of the Company and as they hereafter may be changed, Chairman of the Board of Directors and shall include him in the management slate for election as a Director of the Company at every stockholders' meeting of the Company at which his term as a Director would otherwise expire. (c) The Company hereby acknowledges and agrees that the Executive need not during maintain a permanent residence in the term Commonwealth of Virginia in order to fulfill his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitduties hereunder. The foregoing Executive agrees to devote such time as he determines, in his sole discretion, is necessary at the headquarters of the Company in order to perform his duties hereunder. (d) Anything herein to the contrary notwithstanding, nothing in this Agreement shall not be construed as preventing preclude the Executive from (ai) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directorsaffairs, provided that such activities do not materially interfere with the proper performance of Executive's his duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment responsibilities under this Agreement.

Duties. (a) During The Company shall employ the period of employment Employee as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer and Chairman of the CorporationBoard, and the Employee accepts employment with the Company on the terms and conditions set forth in this Agreement. The Employee agrees to devote his full time and attention (reasonable periods of illness excepted) to the performance of his duties under this Agreement. In general, such duties shall have all powers consist of the duties and responsibilities described on Schedule A to this Agreement and such other duties consistent with as the Board of Directors of the Company (the “Board”) may determine so long as such position duties are not materially inconsistent for a similarly situated executive of a public company. In performing such duties, the Employee shall be subject to the direction and control of the Board. Such duties shall include, without limitationThe Employee further agrees that in all aspects of such employment, the following: (i) Chief Executive Officer Employee shall comply with the reasonable policies, standards, and president. The Chief Executive Officer and President's primary duties and responsibilities consist regulations of the following: establishing, with Company established from time to time of which the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily Employee is or should be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedaware, and shall not during perform his duties in good faith with due care and in the term best interests of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitthe Company. The foregoing devotion of reasonable periods of time by the Employee for personal investment, outside business or charitable activities shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation deemed a breach of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directorsthis Agreement, provided that such activities do are approved by the Board in writing (for the purposes of this paragraph, the term “personal investment, outside business or charitable activities” shall not materially interfere include passive investment by the Employee of his personal assets which investment shall be deemed not a breach of this Agreement provided such investment does not violate Section 2 hereof). Notwithstanding the foregoing, the Employee shall be entitled to engage in and continue the activities set forth in Schedule B of this Agreement; provided that the Board may review such activities on an annual basis and if the Board determines that such activities are interfering with the performance of Executive's his duties hereunder. (c) Executive further agrees that during hereunder and so notifies the term of his employment under this Agreement he will engage Employee in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitationwriting, the solicitation or acceptance Employee shall terminate such activities within 60 days of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementsuch notice.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer a Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in-person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits shareholders. (b) Executive shall devote substantially his entire professional timeBy execution of this Agreement, attention Director accepts Director’s appointment or election as a Director of the Company, and energy exclusively agrees to serve in such capacity, subject to the business terms of this Agreement, until Director’s successor is duly elected and affairs qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as a Director of the Corporation Company only and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedis not being engaged to serve, and shall not during serve, the term of his employment hereunder be engaged Company in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereundercapacity. (c) Executive further agrees that Director’s status during the term Term (as defined below) shall be that of his employment under this Agreement he will engage an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in no business any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementobligations associated therewith.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and As Chief Executive Financial Officer of the CorporationCompany, the Executive shall diligently and shall have all powers faithfully perform such duties and duties consistent with such position subject functions as may be assigned to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, commensurate with the primary advice of the his position as Chief Financial Officer of the Company by the Board of Directors of the Company. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and Chief Operations Officer effort to the Corporation's business plan affairs of the Company and strategyits Affiliates. This Officer will primarily The Executive shall be responsible for dealing directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsCompany by the Board of Directors of the Company on all matters for which the Executive is responsible. Notwithstanding the foregoing, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention be permitted to invest the Executive’s personal assets and energy exclusively to manage the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his Executive’s personal investments or investing his assets investment portfolio in such a form or and manner as will not require any significant business services on his the Executive’s part in to any third party, and provided it does conflict with the operation Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the affairs Company or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the businesses Company or entities its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such investments are made, provided companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors or advisory committee of any business corporation or any charitable organization on other company without the prior consent of the Company, which he now serves and which has been disclosed consent shall not be unreasonably withheld. Notwithstanding anything to the Corporation in writing orcontrary herein, subject to the prior approval of parties acknowledge and agree that the BoardExecutive shall, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that and at the request of the Corporation and its affiliates without obtaining the prior written consent Company, also serve as an officer of any Affiliate of the Board, including, without limitationCompany as the Board of Directors shall reasonably request. In such capacity, the solicitation or acceptance Executive shall be responsible generally for all aspects of consulting work from clients of the Corporation such office. All terms, conditions, rights and its affiliates for whom he has performed services by virtue obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or who he has met in connection with his employment under the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve perform such duties and functions as President and the Chief Executive Officer and the Board of Directors of the CorporationCompany shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and shall have all powers and duties consistent with such position be subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In additionof, the Chief Executive Officer and President will be responsible for dealing and/or the Board of Directors. Executive shall serve as an officer of the Company without further compensation. At the request of the Chief Executive Officer and/or the Board of Directors, Executive shall serve, without further compensation, as an executive officer of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with persons the policies of similar position on major corporate transactions, acquisitions, reorganizations and similar types the Board of activitiesDirectors of each such subsidiary or affiliate. (b) During the term of this Agreement, Executive shall devote substantially all of his entire professional timetime and attention, attention vacation time and energy exclusively absences for sickness excepted, to the business and affairs of the Corporation and its subsidiariesCompany, as its business necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and affairs now exist and as they hereafter may be changed, and shall not during to the term best of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitability. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed Notwithstanding anything herein to the Corporation contrary, Executive may engage in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that other activities so long as such activities do not materially unreasonably interfere with the Executive's performance of Executive's his duties hereunderhereunder and do not violate Section 9 hereof. (c) Nothing in this Section 6 or elsewhere in this Agreement shall be construed to prevent Executive further agrees from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which the Executive shall perform his duties hereunder shall be at the Company's offices in Chestnut Hill, Massachusetts or at such other location as may be designated from time to time by the Board of Directors of the Company; provided that during if the term principal location of Executive's duties is transferred from Chestnut Hill, Massachusetts, the new principal location of Executive's duties shall not be transferred beyond a 00-xxxx xxxxxx xx Xxxxxxxx Xxxx, Xxxxxxxxxxxxx without Executive's consent. Notwithstanding, the foregoing, Executive shall perform such services at such other locations as may be required for the proper performance of his employment under this Agreement he will engage in no business or other activitiesduties hereunder, directly or indirectly, which are or and Executive recognizes that such duties may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementinvolve travel.

Duties. (a) During Employee shall continue to be nominated as a director of the period Company and, subject to Employee's election thereto by the Board of employment Directors or the stockholders of the Company, Employee shall be employed as provided in Paragraph 1(b) hereof, Executive shall serve as the President and Chief Executive Officer of the CorporationCompany. In such capacities, Employee shall serve as the senior executive officer of the Company and shall have the duties and responsibilities prescribed for such positions by the By-Laws of the Company, and shall have all powers such other duties and responsibilities as may from time to time be prescribed by the Board of Directors of the Company or the Executive Committee of the Board of Directors, provided that such duties and responsibilities are consistent with such Employee's position as the senior executive officer. In the event that during the term of Employee's employment hereunder Employee's duties and responsibilities are expanded or Employee's title is changed (without reduction in status), then in either or both events the rights and obligations under this Agreement shall not be affected. In the performance of Employee's duties, Employee shall be subject to the supervision and direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Board of Directors of the following: establishing, with Company and the primary advice Executive Committee of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association Board of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesDirectors. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively Subject to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his Employee's employment hereunder, Employee shall devote Employee's full working time and effort to the proper performance of Employee's duties and responsibilities as President and Chief Executive Officer. Employee hereby represents and warrants to the Company that Employee has no obligations under any existing employment or service agreement other than the Original Agreement and that Employee's performance of the services required of Employee hereunder be engaged in will not conflict with any other business activity whether existing obligations or not such business activity is pursued for gain or profitcommitments. The foregoing Nothing in this Agreement shall not be construed as preventing Executive preclude Employee from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeengaging, provided Executive shall not invest in any business competitive consistent with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of ExecutiveEmployee's duties and responsibilities hereunder, in charitable and community affairs. (c) Executive further agrees that during Employee shall perform the term services contemplated hereunder at the principal executive office of his employment under this Agreement he will engage in no business or the Company and at such other activities, directly or indirectly, which are or locations as may be competitive with or which might place him in a competing position reasonably necessary to that the performance of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementsuch services.

Duties. (a) During Executive agrees that during the period of employment as provided in Paragraph 1(b) hereofEmployment Period, Executive shall serve will devote his full business time, energies and talents to serving as the President and Chief Executive Officer of the CorporationCompany and the President and Chief Executive Officer of the Bank, at the direction of the Board and the Bank Board, as the case may be. Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all powers duties assigned to Executive faithfully and duties consistent with such position efficiently, subject to the direction of the Board and the Bank Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a member of the Board and the Bank Board, subject to election by those shareholders of the Company and the Bank authorized to vote with respect to the election of directors. Notwithstanding the foregoing, during the term Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of his employment hereunder be engaged a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any other material way with the business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeEmployer and its Affiliates; provided, provided however, that Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation (other than the Employer or its Affiliates) or hold any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere other position with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no any business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining receiving the prior written consent of the Board and the Bank Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. Subject to the transitions set forth below, Executive agrees that during the Employment Period, Executive will devote his full business time, energies and talents to serving at the direction of the Board and the Bank Board, as the case may be. (a) During Subject to the period following subsections of employment as provided in Paragraph 1(b) hereofthis Section 3, during the Employment Period, Executive shall serve continue serving as the President and Chief Executive Officer of the CorporationCompany and the Bank, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) On or after January 1, 2016, the Bank Board shall have the right, and sole discretion, to appoint a new President of the Bank. (c) On or after January 1, 2017, the Bank Board shall have the right, and sole discretion, to appoint a new Chief Executive Officer of the Bank. (d) On or after January 1, 2018, the Board shall have the right, and sole discretion to appoint a new President of the Company. (e) During the Employment Term and through the end of the director term ending in calendar year 2020 (ending as of the annual shareholders meeting), the Executive shall devote substantially his entire professional timecontinue to serve as a member of the Board and the Bank Board. (f) Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board and the Bank Board, attention which duties and energy exclusively responsibilities shall be commensurate with Executive’s above positions, shall perform all duties assigned to Executive faithfully and efficiently, which shall specifically include facilitating an amicable and efficient transition of duties to Executive’s successor for each of the above positions, subject to the business and affairs direction of the Corporation Board and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedthe Bank Board, and shall not have such authorities and powers as are inherent to the undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and duties required of Executive hereunder. Through the Retirement Date, Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. Notwithstanding the foregoing, during the term Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of his employment hereunder be engaged a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any other material way with the business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeEmployer and its Affiliates; provided, provided however, that Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation (other than the Employer or its Affiliates) or hold any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere other position with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no any business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining receiving the prior written consent of the Board and the Bank Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. The Chairman’s services hereunder will be provided on the basis of the following terms and conditions: (a) During Reporting directly to the period Board of employment as provided in Paragraph 1(b) hereofDirectors of the Company, Executive shall the Chairman will serve as President the Chairman of the Board of the Company; (b) The Chairman will be a member of the Board, and will be a partner with the Chief Executive in achieving the organization's mission. (c) The Chairman will provide leadership to the Board of Directors, to set policy and to whom the Chief Executive is accountable. The Chairman will chair meetings of the Board after developing the agenda with the Chief Executive. (d) The Chairman will discuss issues confronting the organization with the Chief Executive Officer. He will help, guide and mediate Board actions with respect to organizational priorities and governance concerns. The Chairman will review with the Chief Executive Officer any issues of the Corporation, and shall have all powers and duties consistent with such position subject concern to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer Board and presidentmonitor financial planning and financial reports. The Chief Executive Officer and President's primary duties and responsibilities consist Chairman will formally evaluate the performance of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President informally will be responsible evaluate the effectiveness of the Board members. (e) The Chairman will assist the Chief Executive Officer to plan and direct the organization's activities to achieve stated/agreed targets and standards for dealing financial and trading performance, quality, culture and legislative adherence. He will recruit, select and develop Chairman team members and direct functions and performance via the Chairman team. (f) The Chairman will together with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of the Chief Executive Officer play a leading role in fundraising activities. (bg) Executive shall devote substantially his entire The Chairman will faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional time, attention skill and energy exclusively care to ensure that all services rendered hereunder are to the business and affairs satisfaction of the Corporation and its subsidiariesCompany, as its business and affairs now exist and as they hereafter may be changedacting reasonably, and shall not during the term of his employment hereunder be engaged in Chairman will provide any other business activity whether or services not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation specifically mentioned herein, but which by reason of the affairs Chairman’s capability, the Chairman knows or ought to know to be necessary to ensure that the best interests of the businesses or entities in which such investments Company are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereundermaintained. (ch) Executive further agrees that during The Chairman will assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given from time to time by the term Company. (i) The Chairman will report the results of his employment under this Agreement he duties hereunder to the Company as it may request from time to time. (j) The Chairman will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that serve as an active director of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementIsraeli Subsidiary.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the CorporationCompany and to devote as much time as is reasonably necessary to perform Director’s duties as a Director of the Company, and shall have all powers and including duties consistent with such position subject to the direction as a member of one or more committees of the Board, to which the Director may hereafter be appointed. Such The Director will perform such duties shall includedescribed herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Xxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as to fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without limitationthe prior notification to the Board, engage in any other business activity which could materially interfere with the following: performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit Director’s activities on behalf of (i) Chief Executive Officer any current employer and presidentits Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Chief Executive Officer and President's primary duties and responsibilities consist Company currently intends to hold at least one regular meeting of the following: establishingBoard and each Committee each quarter, together with the primary advice additional meetings of the Chief Financial Officer Board and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily Committees as may be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to required by the business and affairs of the Corporation Company. Director shall be given reasonable advance notice of such meetings and its subsidiariesthey will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the Company at mutually convenient times and places, as its business appropriate and affairs now exist convenient. (b) Director is an “independent director” with respect to the Company (as such term has been construed under Cayman Islands law with respect to directors of Cayman Islands companies and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director confirms that, as they hereafter may be changedof the Effective Date, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate Affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Articles of Association of the Company (the “Articles”) and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director known to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further In addition to Director’s service on the Board, Director agrees that during that, if so selected by the term of his employment under this Agreement he will engage in no business or other activitiesBoard, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent Director shall serve on certain committees of the Board. (d) By execution of this Agreement, including, without limitation, the solicitation Director accepts Director’s appointment or acceptance of consulting work from clients election as an independent Director of the Corporation Company, and its affiliates for whom he has performed services by virtue agrees to serve in such capacity, subject to the terms of this Agreement and the Articles, until Director’s successor is duly elected and qualified or who he has met until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in connection any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or agent with his employment under this Agreementauthority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of any kind, except for Japanese withholding tax as required by applicable law, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Duties. The Executive has been elected to serve as a member of the Board of Directors of the Company (athe “Board”) During and has been appointed by the period other members of employment the Board to serve as provided in Paragraph 1(b) hereofthe Chairman of the Board. In addition to his customary duties as Chairman of the Board, the Executive shall serve as President have certain executive duties and Chief Executive Officer responsibilities with respect to the strategic direction of the CorporationCompany and, as such, will be deemed to be an officer of the Company having the title “Executive Chairman.” The Executive shall faithfully perform for the Company the duties of said office and shall have all powers and perform such other duties of an executive, managerial or administrative nature consistent with such position subject the office of Executive Chairman as shall be specified and designated from time to the direction of time by the Board. Such duties shall may include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist performance of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedservices for, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall devote substantially all of the Executive’s business corporation or any charitable organization on which he now serves time and which has been disclosed effort to the Corporation in writing or, subject to the prior approval performance of the BoardExecutive’s duties hereunder; provided, from accepting employment to additional board of directorshowever, provided that the Company acknowledges and agrees that, so long as such activities do not materially interfere with the performance Executive’s ability to perform his duties and responsibilities hereunder or violate the Executive’s covenant against competition as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Executive's Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the “ELRH Companies”) during calendar year 2014 and shall be permitted to devote such of his business time and efforts during calendar year 2014 as he shall deem necessary to fulfill his duties hereunder. (c) and responsibilities with respect thereto; provided, further, that the Executive further agrees that he shall resign from his position as President of the ELRH Companies and from any other position(s) he holds with the ELRH Companies with an effective date no later than December 31, 2014, and shall not receive any compensation or benefits from the ELRH Companies for any period of time after the effective date of such resignation. During calendar year 2014, the Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the term of his employment under this Agreement he will engage in no Term the Executive may perform personal, charitable and other business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the solicitation boards of directors/advisors or acceptance of consulting work from clients as a consultant to other business organizations that are not engaged in any aspect of the Corporation multi-family residential industry, and may engage in such other board or professional assignments which are disclosed to and approved by the Board, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company agrees that, during the Term, the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its affiliates intention to terminate the Executive’s employment for whom he cause, and (c) the Executive has performed services by virtue not notified the Company of this Agreement or who he has met in connection with his employment under this Agreementintention resign from his position of Executive Chairman of the Company.

Duties. The Company hereby employs Executive to be Co-Chief Executive Officer of Catalink Direct, Inc. (a) During "Catalink"), and Corporate Executive Vice President of the period of employment as provided in Paragraph 1(b) hereof, Company. Executive shall serve report directly to Xxxxxx X. Xxxxxxx as President the Chairman of Catalink and in addition, as the Chairman and Chief Executive Officer of Elcom International, Inc. ("Chairman"). During the Corporationcourse of his employment, and Executive shall have all powers and duties responsibility to perform such duties, consistent with such position subject position, as generally described below and as may be assigned to him by the Chairman and/or Board of Directors of the Company. During the Employment Period, Executive agrees to devote full business time and best efforts to the direction business activities and welfare of the BoardCompany except as otherwise mutually agreed. Such The Company recognizes that the Executive can perform a significant amount of his duties shall includevia telephone and electronic mail from any location; however, without limitationas Executive has requested that he be allowed to travel between various Company locations in the U.S., U.K., and his new home in Guernsey, his business travel schedule might result in a higher than normal proportion of travel time impinging the Executive's work week. If this occurs, Executive agrees that, following any work week where such abnormal travel time has occurred, the following: (i) Executive shall report the amount of such time via electronic mail, by the Wednesday of the following week. The Chairman shall then, at his discretion, have the ability to allocate such time against Executive's accrued vacation time, or if vacation time is not available, the Chairman may, at his sole discretion, decrease Executive's next payment of base salary pro-rata to reflect the amount of such abnormal travel time. Executive shall have Co-Chief Executive Officer ("Co-CEO") responsibilities for Catalink with Xxxxxx X. Xxxxxxx, who is also the Chairman. These responsibilities will include line responsibilities for Catalink's U.K. and presidentU.S. operations, subject to consent where appropriate with the Chairman, on any significant issues relating to Catalink's U.S. sales or operations. The Chief When the Executive Officer cannot be reached in a timely fashion, the Chairman shall use his judgment as to what, if any, action should be taken in any set of circumstances. Executive is aware that the Company is currently conducting an executive search for a President and PresidentCEO for Catalink (U.S.). Executive understands that when said search is successfully completed, Executive's primary duties and responsibilities consist will change, as defined by the Chairman who, as in the Original Agreement, reserves the right to reassign duties of the following: establishingExecutive as appropriate or necessary except that Executive's business location or work place may not be changed to any location (other than the Executive's then main place of employment) without the Executive's consent. It is currently anticipated the search for a new President and CEO for Catalink (U.S.) will be completed by April 15, 1998. Upon completion of the search and hiring of a new President and CEO for Catalink (U.S.), Executive will fully cooperate with the primary advice transitioning of his U.S. responsibilities to the new President and CEO of Catalink (U.S.). As of April 15, 1998, or such other date that may be mutually agreed to in writing between the Executive and the Chairman (the "Change Date"), Executive will cease to be the President and Co-CEO of Catalink and will continue as a Corporate Executive Vice President of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategyCompany. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional At such time, attention Executive's responsibilities will initially be to direct and energy exclusively to review the business strategies, policies and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the operational performance of ExecutiveCatalink's duties hereundernon-U.S. operations. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Executive agrees that during the period Term of employment as provided in Paragraph 1(b) hereofEmployment, Executive shall serve as President and he will hold the office of Chief Executive Officer of the CorporationCompany reporting to the Company's Board of Directors. The Executive agrees that he will perform faithfully and to the best of his ability such duties and assignments relating to the business of the Company, as the Board of Directors of the Company shall direct and shall have all powers and duties consistent with such position subject the office of Chief Executive Officer, except that the Executive shall not be required to perform any duty or assignment inconsistent with his experience and qualifications or not customarily performed by a senior corporate officer. The Company represents to the direction Executive that the Board of Directors has authorized the Board. Such duties shall include, without limitation, making of this agreement and has approved the following: (i) appointment of Executive as Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesCompany. (b) If the Board of Directors of the Company so requests, the Executive shall, in addition to his duties as Chief Executive Officer, serve as an officer of one or more subsidiaries of the Company (if, but only if, the duties of such position are not inconsistent with the Executive's experience and qualifications and are duties customarily performed by a senior corporate officer). Part or all of the compensation to which the Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such 2 employment or payment of the Executive by a subsidiary or subsidiaries shall be guaranteed by the Company and shall not relieve the Company from any of its obligations under this agreement. (c) During the Term of Employment, the Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his entire professional time, business time and attention to the performance of his duties hereunder and energy exclusively to the business and affairs of the Corporation Company and its subsidiariesto promoting the best interests of the Company and he shall not, as its either during or outside of normal business and affairs now exist and as they hereafter may be changedhours, and shall not during the term of his employment hereunder be engaged engage in any other business activity whether or inimical to such best interests. Notwithstanding the foregoing, Executive may serve as a Director on Boards of organizations which do not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive compete with the Corporation Company and its affiliates, except those companies whose securities are listed on a national securities exchange may engage in charitable or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, civic pursuits provided that such activities service or pursuits do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during obligations under the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, 2.1 The Executive Director shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement: 2.1.1 serve the Company and its subsidiaries to the best of his ability in the capacity of Finance Director or in such other capacity as the Board may from time to time determine; and 2.1.2 perform the duties and exercise the powers which the Board may from time to time properly assign to him; and 2.1.3 in the absence of any specific directions from the board (but subject always to the memorandum and articles of association of the Company) exercises general control and management of British Energy plc financial matters. 2.1.4 do all in his power to promote, develop and extend the business of the Company and of its Subsidiaries and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Board (but subject always to the memorandum and articles of association of the Company); and 2.1.5 at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances and affairs of the Company and shall provide such explanations and supply all information in his possession as the Board may require in connection with such conduct of the business, finances or affairs of the Company; and 2.1.6 if and so long as the Board so directs perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company. 2.2 The Executive Director shall carry out his duties and exercise his powers jointly with any other director appointed by the Board to act jointly with him and the Board may at any time require the Executive Director to cease performing or exercising the said or any duties or powers. 2.3 The Executive Director shall be based at the Company’s offices in London and Scotland or in any other place within the United Kingdom which the Board may require for the proper performance and exercise of his duties and powers and he may be required to travel on the business of the Company or any of its Associated Companies and/or Subsidiaries anywhere within the world. 2.4 The Company shall not be under any obligation to provide the Executive Director with any work and the Company may at any time during the continuance of his employment without notice, suspend the Executive Director and/or exclude him from all or any premises of the Company or any Associated Company. 2.5 The Executive Director shall at any time if directed to do so by the Board undergo a medical examination by a medical practitioner of the Company’s choice and at its expense. The Executive Director hereby authorises (such authorisation to be deemed to include the consent of the Executive Director for the purposes of Section 3 of the Access to Medical Reports Act 1988) such medical practitioner to disclose the results of such examination (whether in a medical report or otherwise) to the Company, subject to the Executive Director being informed by the Company of such request prior to it being made.

Duties. (a) During Employee is currently serving as both CFO and CEO. As of the period Effective Date, Employee shall no longer serve in the position of employment as provided in Paragraph 1(b) hereof, Executive shall CFO and will continue to be employed by the Bank and serve as President CEO. The duties and Chief Executive Officer of the Corporation, and shall have all powers and duties services required to be performed by Employee as CFO are those that are consistent with such duties as are usual and customary for the position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and presidentFinancial Officer. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer services required to be performed by Employee as CEO include overall charge and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible responsibility for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation Bank and its subsidiariesshall be consistent with such duties as are usual and customary for the position of President and Chief Executive Officer. As CEO, Employee reports directly to the Board and performs such duties as its Employee shall reasonably be directed to perform by the Board. Employee shall devote his best efforts to the performance of the duties of his position(s) with the Bank and shall devote substantially all his business time and affairs now exist and as they hereafter may be changedattention to the performance of his duties under this Agreement, and shall not during the term of his employment hereunder be engaged engage in any other business activity whether employment, profitable activities, or not such business activity is pursued other pursuits which would cause Employee to disclose or utilize the Bank’s Confidential Information, reflect adversely on the Bank, or violate the Bank’s Code of Conduct, Conflict of Interest policy or Code of Conduct for gain or profitSenior Officers. The foregoing shall not be construed as preventing Executive from Employee may: (a) managing his personal investments serve on civic or investing his assets in charitable boards or committees; (b) serve on no more than two (2) for-profit company boards or committees; and (c) deliver lectures and fulfill speaking engagements, so long as such form or manner as will not require any significant services on his part activities do not, in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval view of the Board, from accepting employment to additional board of directorsinterfere, provided that such activities do not materially interfere in any substantive respect, with Employee’s responsibilities hereunder or conflict in any material way with the performance business of Executive's duties hereunder. (c) Executive further the Bank or the Bank’s codes of conduct or conflict of interest policies. Other than required in-person meetings or other functions requiring the physical presence of Employee at the Bank’s office(s), the Bank acknowledges and agrees that during Employee will continue to perform his duties remotely and that Employee will not be required to relocate. In accordance with the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitationBank’s hybrid work policy, the solicitation or acceptance Bank expects that meetings and functions will require Employee to be at the Bank’s office(s) an average of consulting work from clients of one week per month. Travel expenses for required in-person meetings will continue to be reimbursed by the Corporation Bank, pursuant to the Bank’s Reimbursement and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementTravel Expense Policy.”

Duties. Executive will serve the Company in the capacity of the Company’s chief executive officer (athe “Chief Executive Officer”) During and, in that capacity, Executive will perform his duties to the period best of employment his abilities, subject to the oversight of the Company’s board of directors (the “Board”). In addition to performing his duties as provided in Paragraph 1(b) hereofChief Executive Officer, Executive shall serve as President and Chief Executive Officer chairman of the Corporation, Board (the “Chairman”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have all powers such discretion and authority as is required in the carrying out of Executive’s duties consistent with such position in a proper and efficient manner, subject to such limits as the direction of Board may impose through the Company’s authorizing resolutions or otherwise. As Chairman, Executive shall be entitled to receive the same fees and insurance coverage made available to other inside directors on the Board. Such duties shall includeDuring the Term of Employment, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially all of his entire professional timeattention, attention and energy exclusively on a full time basis, to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, Company and shall not during use his best efforts to advance the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation best interest of the affairs Company and shall comply with all of the businesses or entities policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in which such investments are madeeffect. During the Term of Employment, provided Executive shall not invest in any business competitive with the Corporation and its affiliatesnot, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to without the prior approval of the Board, from accepting employment which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other “Person” (as defined below) as an employee, advisor, member of a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to additional board or work in any capacity for any charitable or not-for-profit organization; and, in the case of directorsclauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive's ’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties hereunder. (c) Executive further agrees that during to the term of his employment under Company. “Person” or “person”, as used in this Agreement he will engage in no business Agreement, means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreemententity.

Duties. (a) During Executive is employed by the period of employment as provided in Paragraph 1(b) hereof, Executive shall Company to serve as President its Senior Vice President, Human Resources, and, conditioned on election by the Board of Directors of H&R Block, Inc. ("Block"), the Senior Vice President, Human Resources of Block, a Missouri corporation and the indirect parent corporation of the Company, subject to the authority and direction of the Board of Directors of Block and the Chief Executive Officer of Block. Subject to the Corporationforegoing, Executive will have such authority and shall have all powers responsibility and duties consistent with as stated in the job description for the position of Senior Vice President, Human Resources, which has been provided to Executive on or before the Employment Date. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities and job description, in its sole discretion, at any time. Executive will perform such position subject to other duties, which may be beyond the direction scope of the Board. Such duties shall includejob description, without limitation, the following: (i) Chief as are assigned to Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesfrom time to time. (b) So long as Executive shall is employed under this Agreement, Executive agrees to devote substantially his entire professional time, attention Executive's full business time and energy efforts exclusively to the business and affairs on behalf of the Corporation Company and its subsidiaries, as its business to competently and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of diligently discharge Executive's duties hereunder. (c) . Executive further agrees that during the term of his employment under this Agreement he will engage not be prohibited from engaging in no business such personal, charitable, or other activities, directly or indirectly, which are or may be competitive nonemployment activities that do not interfere with or which might place him in a competing position to Executive's full-time employment hereunder and that of do not violate the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue other provisions of this Agreement or who he has met the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company as are from time to time in connection with his effect and applicable to Executive's position. Executive understands that the business of Block, the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to submit to background investigation as a condition of Block, the Company, and/or Affiliates' participation in certain activities subject to such regulation. If Executive, Block, the Company, or Affiliates are unable to participate, in whole or in part, in any such activity as the result of any action or inaction on the part of Executive, then this Agreement and Executive's employment under this Agreementhereunder may be terminated by the Company without notice.

Duties. (a) During his employment by the period Company, the Employee shall perform such duties as are customary and typical by an officer of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporationa publicly traded company, and shall have discharge such duties in a professional and diligent manner at all powers and duties consistent with such position times, to the best of his abilities. Employee’s employment shall also be subject to the direction policies maintained and established by the Company, if any, as the same may be amended from time to time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be in Central Florida. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the BoardCompany and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. Such duties In keeping with these duties, Employee shall include, without limitation, make full disclosure to the following: (i) Chief Executive Officer Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and presidentshould not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates. The Chief Executive Officer Company recognizes that Employee has a number of other business interests, and President's primary investments, and is also a consultant to, investor in and board member of several other Companies, and Employee will continue to devote a portion of his time to these other business interests, and therefore will not devote 100% of his time to the Company. However, Employee will devote such time and effort as is reasonably necessary to fulfill his duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitieshereunder. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs serve as a Director of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During Throughout the period of employment Directorship Term (as provided in Paragraph 1(b) hereofdefined herein), Executive the Independent Director shall serve as President and Chief Executive Officer exert reasonable commercial efforts to attend all meetings of the Corporationboard of directors of the Company (the “Board”) and quarterly pre-scheduled conference calls between the Board and management of the Company (the “Management”). Furthermore, the Independent Director shall agree to serve on appropriate committees of the Board (the “Committees”) as reasonably requested and agreed upon by the Board, make himself/herself accessible to the Company at mutually agreeable times and locations, attend external meetings and presentations when notified in advance, and shall have all powers undertake such duties, services, and duties consistent responsibilities as well as wield the authority commensurate with such position subject to position. [To the direction extent the Independent Director serves as member of the Audit Committee of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer Independent Director represents that he/she possesses the necessary skills and president. The Chief Executive Officer experience to serve as a qualified financial expert for purposes of such position, and President's primary duties and responsibilities consist of before the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the United States Securities and Exchange Commission, Commission (“SEC”).]1 1 Optional for an Independent Director who does not serve as the National Association Chairperson of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons Audit Committee of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesthe Board. (b) Executive The Independent Director shall devote substantially his entire professional time, attention and energy exclusively diligently strive to advance the interests of the Company to the business best of his/her ability. The Company acknowledges that, subject to any constraints imposed by any applicable laws and affairs limitations imposed by any exchange or quotation service on which the Company’s Class A ordinary shares are listed or traded, the Independent Director: (i) may presently or in the future hold a full-time executive position with another entity, with responsibilities to such entity taking precedence; and (ii) currently serves or may serve on the boards of directors of other entities. Notwithstanding the Corporation foregoing, the Independent Director shall furnish the Company, prior to the appointment to serve as the Independent Director, written disclosure notice of any and its subsidiariesall existing commitments to such entities, as its business and affairs now exist and as they hereafter may be changedsubject to the review by the Board. In addition, and notwithstanding the foregoing, the Independent Director shall not during furnish the term Company with prior written disclosure notice of his employment hereunder be engaged any prospective commitments to such entities and shall exert reasonable commercial efforts to synchronize his/her commitments in order to fulfill his/her obligations to the Company. Furthermore, the Independent Director commits to fulfilling his/her legal duties as an Independent Director regardless of any competing commitments. Save as provided herein, the Independent Director shall not, without prior written notification to the Board, engage in any other business activity whether that could significantly impede the execution of his/her duties, services, and responsibilities hereunder or contravene the reasonable policies established by the Company from time to time. However, it is understood that this provision does not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from restrict the Independent Director’s activities on behalf of: (ai) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation current employer and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (Bii) preclude Executive from continuing to serve on the board boards of directors of any business corporation or any charitable organization entities on which he now the Independent Director serves and which has been disclosed to the Corporation in writing or, subject to the prior approval as of the BoardEffective Date. When the Board receives such written disclosure notification, from accepting employment it reserves the right to additional board request the resignation of directors, provided the Independent Director if it determines that such activities do not business activity indeed creates conflicts of interest or materially interfere with hampers the performance execution of Executive's duties the Independent Director’s duties, services, and responsibilities hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve SCC as President Chairman and Chief Executive Officer of and agrees to promote the CorporationCompany’s interests, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the Corporation's securitiesboard of directors of SCC (the “Board”), intellectual property and other counselor by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authoritiesfrom time to time. In addition, the Chief Executive Officer and President will be responsible for dealing with persons the overall management of similar position on major corporate transactionsthe Company, acquisitions, reorganizations subject to the supervision and similar types direction of activitiesthe Board or such Designated Supervisor(s). (b) As of the Effective Date, Executive shall devote substantially his entire professional time, attention and energy exclusively be appointed to the business and affairs serve as a member of the Corporation Board and its subsidiaries, thereafter shall be nominated for reelection as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation a member of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on Board as Executive’s term as a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directorsdirector expires, provided that such activities do Executive may, in his/her discretion, resign from the Board or decide not materially interfere with to stand for reelection, in each case upon written notice to the performance Secretary of Executive's duties hereunderthe Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection. (c) Executive further agrees that during to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the term business and goodwill of his employment under this Agreement he the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the business of the Company and will not engage in no business any other business, profession, or other activities, occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly, which are or may be competitive with or which might place him in a competing position to that indirectly without the prior written consent of the Corporation and its affiliates without obtaining Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, includingto serve as a director, without limitationtrustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the solicitation or acceptance of consulting work from clients Board, interfere with the performance of the Corporation Executive’s duties and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementresponsibilities to the Company as provided hereunder.

Duties. (a) During The Company does hereby employ and engage the period Employee as Senior Vice President & Chief Financial Officer of employment the Company and each of its subsidiaries and divisions, or such other title as provided in Paragraph 1(b) hereof, Executive shall serve as President and the Company's Chief Executive Officer of the Corporationshall specify from time to time, and shall have all powers the Employee does hereby accept and duties consistent with agree to such position subject to the direction of the Boardengagement and employment. Such The Employee's duties shall include, without limitation, the following: (i) Chief Executive Officer be such executive and president. The Chief Executive Officer and President's primary managerial duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, as the Chief Executive Officer shall specify from time to time and President will as provided in the Bylaws of the Company, as the same may be amended from time to time. The Employee shall diligently and faithfully execute and perform such duties and responsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. The Employee shall be responsible for dealing with persons of similar position on major corporate transactionsand report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, acquisitions, reorganizations and similar types of activities. (b) Executive responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote substantially his entire professional timefull-time attention, attention energy and energy exclusively skill during normal business hours to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, Company and shall not not, during the Employment Term (as that term of his employment hereunder is defined below), be actively engaged in any other business activity whether or not activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from will not: (a) managing his personal investments adversely affect or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executivethe Employee's duties and responsibilities hereunder. , (b) involve a conflict of interest with the Company or (c) Executive further agrees that during involve activities competitive with the term business of his employment under this Agreement he will the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business or other activities, directly or indirectly, which are or may be competitive with or which might shall place him the Employee in a competing position to that conflict of interest with the Company or interfere with the performance of the Corporation Employee's duties and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment responsibilities under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President have the normal duties, responsibilities, functions, and Chief Executive Officer authority of the Corporation___, and shall have all powers and duties consistent with such position subject to the direction power and authority of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Board of Directors of the following: establishingCompany (the "Board"), with and Executive shall report to the primary advice of CEO. Executive shall render to the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securitiesCompany administrative, intellectual property financial, and other counsel, Corporationexecutive and managerial services that are consistent with Executive's auditors, transfer agencies, investment banking firms, banks, financial institutions, position as the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authoritiesCEO may from time to time direct. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, Executive's full business time and attention (except for vacation periods consistent with the terms of this Agreement and energy exclusively reasonable periods of illness or other incapacity) to the business and affairs of the Corporation Company, its Affiliates, and its subsidiariesSubsidiaries. In performing Executive's duties and exercising Executive's authority under this Agreement, as its Executive shall support and implement the business and affairs now exist and as they hereafter may be changed, strategic plans approved from time to time by the Board and shall not during support and cooperate with the term of his employment hereunder be engaged Company's effort to expand the business and operate in any other conformity with the business activity whether or not such business activity and strategic plans. So long as Executive is pursued for gain or profit. The foregoing employed by the Company, Executive shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation not, without prior notification and approval of the affairs of CEO, who may approve under such procedures as the businesses or entities in which such investments are madeBoard shall from time to time approve, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive's personal benefit or for the benefit of any charitable organization on which he now serves Person other than the Company and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that its Subsidiaries and Affiliates if such other activities do not materially or services interfere with the performance of Executive's duties hereunder. (c) under this Agreement. Subject to the foregoing provision, nothing in this Agreement shall be construed as preventing Executive further agrees that during from engaging in volunteer services for charitable, educational or civic organizations, serving on the term board of his employment directors of other companies without compensation or remuneration, or investing Executive's personal assets in such a manner as Executive deems to be appropriate; provided, however, no such other activity shall conflict with Executive's obligations under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive interfere with or which might place him in a competing position to that Executive's performance of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment Executive's duties under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofEmployment Period, the Executive shall serve devote the Executive’s full business time, energies and talents to serving as the President and & Chief Executive Officer of the CorporationCompany, and at the direction of the Company’s Board of Directors. The Executive shall have such duties and responsibilities as may be assigned to the Executive from time to time by the Company’s Board of Directors, which duties and responsibilities shall be commensurate with the Executive’s position, shall perform all powers duties assigned to the Executive faithfully and duties consistent with such position efficiently, subject to the direction of the BoardCompany’s Board of Directors and shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. Such The Executive shall perform the duties shall include, without limitationrequired by this Agreement at the Company’s Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist shall be nominated to serve as member of the following: establishingBoard, subject to the election of the shareholders. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Company’s Board of Directors, inhibit, prohibit, interfere with or conflict with the primary advice Executive’s duties under this Agreement or conflict in any material way with the business of the Chief Financial Officer and Chief Operations Officer Company or an Affiliate; provided, however, that the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation (other than the Company or an Affiliate) or hold any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere other position with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no any business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining receiving the prior written consent of the Board, including, without limitation, the solicitation or acceptance Company’s Board of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementDirectors.

Duties. 4.1 During the Employment, the Executive shall: (a) During Report to the period of employment Chief Executive and, as provided in Paragraph 1(brequired, the Board; (b) hereof, Executive shall serve diligently perform all such duties and exercise all such powers as President are lawfully and properly assigned to him from time to time by the Chief Executive Officer of or the CorporationBoard, and shall have all whether such duties or powers and duties consistent with such position subject relate to the direction of the Board. Such duties shall include, without limitation, the following:Company or any other Group Company; (ic) comply with all directions lawfully and properly given to him by the Chief Executive Officer or Board; (d) comply with rules and president. The Chief Executive Officer regulations issued by the Company and President's primary duties those applicable to any Group Company; (e) unless prevented by sickness, injury or other incapacity, devote the whole of his time, attention and responsibilities consist abilities during his Working Hours to the business of the following: establishing, with Company or any other Group Company for which the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, Executive is required to perform duties; (f) promptly provide the Chief Executive Officer and President will be responsible for dealing the Board with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to all such information as required in connection with the business and or affairs of the Corporation Company and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether Group Company for which the Executive is required to perform duties; (g) promptly disclose to the Chief Executive Officer and / or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require the Board full details of: any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in wrongdoing by any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors employee of any business corporation Group Company where that wrongdoing is material to that employee’s employment by the relevant company or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval interest or reputation of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder.any Group Company; (ch) Executive further agrees that during at all times conduct the term of his employment Executive’s duties under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive accordance with or which might place him the duties set out in a competing position ss 171 to that 177 of the Corporation Companies Act 2006 in addition to the Executive’s fiduciary and its affiliates without obtaining common law duties; and (i) use his best endeavours to promote the prior written consent interests and reputation of every Group Company. 4.2 The Executive accepts that the Board, including, without limitation, Company may require him to perform duties for any other Group Company whether for the solicitation whole or acceptance part of consulting work from clients of his working time. The Company will remain responsible for the Corporation payment and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment benefits the Executive is entitled to receive under this Agreement. 4.3 The Executive accepts that the Company may transfer the Employment to any other Group Company. 4.4 The Executive’s Working Hours shall be 9-6pm, Monday to Friday and such additional hours as may be necessary for the proper performance of his duties. 4.5 The Executive and the Company acknowledge that, due to his seniority and position, the Executive has unmeasured working time for the purposes of the Working Time Regulations 1998.

Duties. (a) During the period Term of employment as provided in Paragraph 1(b) hereofEmployment, Executive shall serve be employed as President Chairman and Chief Executive Officer of the CorporationCompany and will act in accordance with, and shall have all powers and duties consistent with such position be subject to the direction policies and procedures as may be duly adopted by the Board of Directors (the “Board”) from time to time. Such Executive shall perform such duties as are consistent therewith as the Board shall include, without limitation, the following: (i) Chief designate. Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing the management and operations of all aspects of the Company’s business including, but not limited to, licensing, development and enforcement of the Company’s patents, patent acquisitions, strategic relationships with third parties to monetize their patents, patent litigation oversight and finance and administration. Executive will also have direct responsibility, subject to Board of Directors policies and resolutions as noted above, for all current and future budget and staff, and profit and loss accountability for the Corporation's securities, intellectual property Company in its entirety. Executive shall use his best efforts to perform well and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, faithfully the Securities foregoing duties and Exchange Commission, the National Association of Securities Dealers and other regulatory authoritiesresponsibilities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively continue to the business and affairs serve as Chairman of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, Board and shall not be nominated during the term Term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed Employment on an annual basis as preventing Executive from a director (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in subject to election by the operation stockholders of the affairs Company). On the Termination Date, if Executive is no longer employed by the Company, he shall submit his resignation as Chairman of the businesses Board of Directors (not as a member of the Board) if requested by the Company provided that Executive owns less than 5% of the Company’s outstanding shares of common stock (on a fully diluted basis after assuming the exercise of all outstanding options, warrants and other convertible securities) or entities he has been Terminated for Cause (as defined in which such investments are madeSection 9 hereof) or left the Company without Good Reason (as defined in Section 10 hereof). For purposes of this Agreement, provided so long as Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on serve as a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval member of the Board, from accepting employment any references herein to additional board of directors, provided that such activities do not materially interfere decisions or determinations to be made by the Board with the performance of Executive's duties hereunder. respect to Executive (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients matters relating to compensation and termination) shall be made by a majority of the Corporation then members of the Board excluding Executive, who shall recuse himself and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection abstain from voting with his employment under this Agreementrespect to any such matters.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, 2.1 The Executive Director shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement: 2.1.1 serve the Company and its subsidiaries to the best of his ability in the capacity of Chief Executive of British Energy Group PLC or in such other equivalent capacity as the Board may from time to time determine; and 2.1.2 perform equivalent duties and exercise the powers which the Board may from time to time properly assign to him; and 2.1.3 in the absence of any specific directions from the Board (but subject always to the memorandum and articles of association of the Company) exercise general control and management of British Energy Group PLC; and 2.1.4 do all in his power to promote, develop and extend the business of the Company and of its Subsidiaries and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Board (but subject always to the memorandum and articles of association of the Company); and 2.1.5 at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances and affairs of the Company and shall provide such explanations and supply all information in his possession as the Board may require in connection with such conduct of the business, finances or affairs of the Company; and 2.1.6 if and so long as the Board so directs perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company. 2.2 The Executive Director shall carry out his duties and exercise his powers jointly with any other director appointed by the Board to act jointly with him and the Board may at any time require the Executive Director to cease performing or exercising the said or any duties or powers without such requirement giving rise to a Breach of Contract by the Company. The Executive acknowledges that, in view of his continuing to receive Director’s fees he shall not be entitled to serve on the Executive Committee responsible for determining Director’s fees and non-executive remuneration. 2.3 The principal office of the Executive Director shall be based at the Company’s offices in Xxxxxxx Square, Paddington, London, (or such other location in London as the Company may have) or in any other place within the United Kingdom which the Board may require for the proper performance and exercise of his duties and powers. The Executive Director may be required to travel on the business of the Company or any of its Associated Companies and/or Subsidiaries anywhere within the world. 2.4 The Company shall not be under any obligation to provide the Executive Director with any work and the Company may at any time during the continuance of his employment without notice, suspend the Executive Director and/or exclude him from all or any premises of the Company or any Associated Company for any period not exceeding sixty days provided that throughout such a period, the Executive Director’s salary and other contractual benefits shall continue to be paid or provided by the Company. 2.5 The Executive Director shall at any time if directed to do so by the Board undergo a medical examination by a medical practitioner of the Company’s choice and at its expense. The Executive Director hereby authorises (such authorisation to be deemed to include the consent of the Executive Director for the purposes of Section 3 of the Access to Medical Reports Act 1988) such medical practitioner to disclose the results of such examination (whether in a medical report or otherwise) to the Company, subject to the Executive Director being informed by the Company of such request prior to it being made. 2.6 The Company shall, to the extent permitted by law or statute, reimburse the Executive Director for all reasonable legal costs, travel and other expenses incurred by him in defending any claims against him or the Company arising out of his service as Chief Executive under this Agreement.

Duties. (a) During Executive is employed by the period of employment as provided in Paragraph 1(b) hereof, Executive shall Company to serve as its Executive Vice President and General Counsel, subject to the authority and direction of Block’s Board of Directors (the “Board”) and the Chief Executive Officer of Block. Subject to Section 1.07 hereof, the CorporationCompany reserves the right to modify, delete, add, or otherwise change Executive’s job responsibilities and shall have all powers and duties consistent with job description, in its sole discretion, at any time. Executive will perform such position subject to other duties, which may be beyond the direction scope of the Board. Such duties shall includejob description, without limitation, the following: (i) Chief as are assigned to Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesfrom time to time. (b) So long as Executive shall is employed under this Agreement, Executive agrees to devote substantially his entire professional time, attention Executive’s full business time and energy efforts exclusively to the business and affairs on behalf of the Corporation Company and its subsidiariesto competently and diligently discharge Executive’s duties hereunder. Executive will not be prohibited from engaging in such personal, as its business and affairs now exist and as they hereafter may be changedcharitable, and shall or other nonemployment activities that do not during the term of his interfere with Executive’s full-time employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with violate the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue provisions of this Agreement or who he has met the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company as are from time to time in connection with his effect and applicable to Executive’s position. Executive understands that the business of Block, the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary an “Affiliate”) may be subject to governmental regulation, some of which may require Executive to submit to background investigation as a condition of Block, the Company, and/or Affiliates’ participation in certain activities subject to such regulation. If Executive, Block, the Company, or Affiliates are unable to participate, in whole or in part, in any such activity as the result of any action or inaction on the part of Executive, then this Agreement and Executive’s employment under this Agreementhereunder may be terminated by the Company without notice.

Duties. (a) a. During the period of your employment as provided in Paragraph 1(b) hereofhereunder, Executive shall you will serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President of the Company. You will have such duties and responsibilities, consistent with past practice, as are customary for the position of Chief Executive Officer and President and any other duties, responsibilities, or offices you may be responsible for dealing with persons reasonably assigned by the Board of similar position on major corporate transactions, acquisitions, reorganizations Directors of the Company (the “Board”). You shall report to and similar types of activitiesbe supervised by the Board. (b) Executive shall b. During your employment hereunder, you will devote substantially his entire professional time, all your attention and energy exclusively time during normal business hours to the business and affairs of the Corporation Company and its subsidiarieswill use your reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of your positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, you may engage in the following activities (and shall be entitled to retain all economic benefits thereof, including fees paid in connection therewith) as its business and affairs now exist and long as they hereafter may be changeddo not interfere in any material respect with the performance of the your duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable and other non-profit organizations boards or committees, provided that the you shall not during serve on any board or committee of any corporation or other business that directly or indirectly competes with the term of his employment hereunder be engaged Company; (ii) make investments in businesses or enterprises and manage your personal investments; and (iii) any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets approved in such form or manner as will not require any significant services on his part in writing by the operation Compensation Committee of the affairs Board (the “Compensation Committee”); provided that with respect to such activities, you shall comply with all business conduct and ethics policies applicable to employees of the businesses or entities in which such investments are madeCompany. c. During your employment hereunder, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing Company agrees to nominate you to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval as a member of the Board, from accepting and you agree to serve in such capacity for no additional compensation other than as provided hereunder. Upon the termination of your employment hereunder for any reason, you agree to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in resign as a competing position to that of the Corporation and its affiliates without obtaining the prior written consent member of the Board, includingand from any other positions you may then hold with the Company or any of its subsidiaries or affiliates, without limitationand that you will execute such documents and take such other action, if any, as may be requested by the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany to give effect to any such resignation.

Duties. (a) During Executive will serve the period Company in the capacity of employment as provided Executive Vice President and Chief Financial Officer and, in Paragraph 1(b) hereofthat capacity, Executive shall serve as President will perform his duties to the best of his abilities, subject to the oversight of the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of (the Corporation, “Chairman and CEO”). The Company agrees that Executive shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist consistent with the positions set forth above in a company the size and of the following: establishingnature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, with subject to such limits as the primary advice Chairman and CEO or the Board may impose through the Company’s authorizing resolutions or otherwise. During the Term of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securitiesEmployment, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially all of his entire professional timeattention, attention and energy exclusively on a full time basis, to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, Company and shall not during use his best efforts to advance the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation best interest of the affairs Company and shall comply with all of the businesses or entities policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in which such investments are madeeffect. During the Term of Employment, provided Executive shall not invest in any business competitive with the Corporation and its affiliatesnot, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to without the prior approval of the Board, from accepting employment which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other “Person” (as defined below) as an employee, advisor, member of a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to additional board or work in any capacity for any charitable or not-for-profit organization; and, in the case of directorsclauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive's ’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties hereunder. (c) Executive further agrees that during to the term of his employment under Company. “Person” or “person” as used in this Agreement he will engage in no business means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreemententity.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofInitially, Executive employee shall serve as the President and Chief Executive Officer of the Company. Employee's duties and powers shall be limited to taking actions necessary to effect dental practice acquisitions contemplated by that certain Agreement and Plan of Merger dated November 13, 1998 between the Company, Liberty Acquisition Corporation, Liberty Dental Alliance, Inc. and shall have all powers and duties consistent with certain other parties thereto (the "Merger Agreement") until such position subject to the direction time that members of the BoardAcquiror Group have consummated Liberty Practice Acquisitions representing $10,000,000 in Practice Gross Revenues. Such duties shall include, without limitationUpon consummation by members of the Acquiror Group of Liberty Practice Acquisitions representing $10,000,000 in Practice Gross Revenues, the following: (i) duties and powers of the Employee will be expanded to include the duties and authority of the President, Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Chairman of the following: establishing, with the primary advice Board of the Chief Financial Officer Company as delineated in the Company's Bylaws and Chief Operations Officer as may otherwise be specified by the CorporationCompany's business plan Board of Directors. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Merger Agreement. Employee agrees to devote his full time and strategybest efforts to the performance of his duties to the Company. This Officer will primarily All of the Employee's powers and authorities shall be responsible for dealing with subject to the Corporationreasonable direction and control of the Company's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, Board of Directors ("Board"). Employee acknowledges that the Securities and Exchange Commission, executive offices of the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President Company will be responsible for dealing with persons located in Phoenix, Arizona and that he shall perform his duties under this Agreement from such executive offices. Employee and the Company further agree as follows: (a) Upon the consummation by members of similar position on major corporate transactionsthe Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $10,000,000 in Practice Gross Revenues until the acquisition by members of the Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $25,000,000 in Practice Gross Revenues, acquisitionsEmployee shall establish and maintain a residence in the Phoenix, reorganizations Arizona area and similar types the Company shall provide Employee a living allowance of activities$1,500 per month. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs Employee agrees that upon consummation by members of the Corporation Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $25,000,000 in Practice Gross Revenues, Employee shall establish and its subsidiariesmaintain his principal residence in the Phoenix, Arizona area. Company shall reimburse Employee for relocation costs as its business set forth on Exhibit B and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged Company will have no further obligation to pay to Employee the living allowance provided for in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from subparagraph (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder). (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period term of the Executive's employment as provided in Paragraph 1(b) hereof, hereunder the Executive shall serve and the Company shall employ the Executive as Vice President and Chief for Development to perform such executive or administrative services for the Company consistent with those of a Vice President as may be assigned to the Executive Officer by the directors, Chairman of the Corporation, and shall have all powers and duties consistent with such position subject to the direction Board or President of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and presidentCompany. The Chief Executive Officer hereby accepts such employment and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesagrees to perform such services. (b) The Executive shall devote substantially all of his entire professional time, attention and energy exclusively energies during business hours to the business and affairs performance of his duties hereunder. The Executive shall give advance written notice to the Chairman of the Corporation Board and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term President of his employment hereunder be engaged any intended active involvement in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderenterprise. (c) The Executive further shall cooperate with the Company, including taking such medical examinations as the Company reasonably shall deem necessary, if the Company shall desire to obtain medical, disability or life insurance with respect to the Executive. (d) Except as hereinafter set forth, the Executive shall not be required to relocate or conduct the Company's business outside the Denver, Colorado area in order to perform his duties under this Second Amended and Restated Agreement but shall undertake such reasonable business travel as may be necessary to perform said duties (for which the Executive shall be reimbursed pursuant to Section 4 below for costs and expenses incurred in connection therewith). If, after the disposition by the Company of its entire interest in the Palomino Project, as defined in Section 3(f), the Company notifies the Executive in writing that it desires Executive to relocate, Executive will have 90 days from such written notification by the Company to Executive to relocate within which to notify the Company as to whether he agrees that during to relocate. If Executive elects not to relocate, Executive's employment by the term Company will be deemed terminated on the 90th day after such written notice is given by the Company. The failure of Executive to respond in writing to the Company's notification for him to relocate within the aforesaid 90-day period shall be deemed to be an election by him not to relocate in which case his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may shall be competitive with or which might place him in a competing position deemed to that have terminated automatically upon expiration of the Corporation and its affiliates without obtaining aforesaid 90 day period. In the prior written consent of the Board, including, without limitationevent that Executive's employment is terminated pursuant to this Section 1(d), the solicitation or acceptance of consulting work Executive will then have 180 days from clients of the Corporation such termination date within which to exercise all non-incentive options vested prior to any termination pursuant to this Section 1(d) and its affiliates for whom he has performed services by virtue of Executive's "rollover options" existing prior to any termination pursuant to this Agreement or who he has met Section 1(d) shall be exercisable in connection accordance with his employment under this Agreementtheir terms.

Duties. (a) During Executive is employed by the period of employment as provided in Paragraph 1(b) hereof, Executive shall Company to serve as its Senior Vice President Digital Tax Solutions, subject to the authority and direction of the Board of Directors of H&R Block, Inc., a Missouri corporation (“Block”), and its President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject Operating Officer. Subject to the direction foregoing, Executive will have such authority and responsibility as is customarily associated with the position of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and presidentSenior Vice President Digital Tax Solutions. The Chief Company reserves the right to modify, delete, add, or otherwise change Executive’s job responsibilities or the person or persons to whom Executive Officer and President's primary reports, in its sole discretion, at any time. Executive will also perform such other duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief as are reasonably assigned to Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesfrom time to time. (b) So long as Executive shall devote substantially his entire professional time, attention and energy exclusively is employed by the Company pursuant to the terms hereof, Executive agrees to devote Executive’s full business time and affairs efforts exclusively on behalf of the Corporation Company and its subsidiaries, as its business to competently and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directorsdiligently discharge Executive’s duties hereunder, provided that Executive will not be prohibited from engaging in such personal, charitable, or other nonemployment activities that do not materially interfere with Executive’s full-time employment hereunder and that do not violate the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue provisions of this Agreement or who he has met the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive hereby acknowledges having read and fully understood. By execution hereof, Executive hereby represents that his only other employment activities consist of his involvement, on a limited basis, in connection certain equipment leasing activities (“Equipment Leasing Activities”), such Equipment Leasing Activities not interfering with his Executive’s full-time employment under and obligations hereunder. Executive will comply fully with all reasonable policies of the Company, Block and/or any other direct or indirect subsidiary of Block or parent entity of any of their respective affiliates (the Company, Block and/or any other direct or indirect subsidiary of Block or parent entity or any of their respective affiliates being collectively referred to herein as the “Block Entities”) as are from time to time in effect and applicable to Executive’s position. Executive understands that the business of the Block Entities may be subject to governmental regulation, some of which may require Executive to submit to background or similar investigations. If Executive or any Block Entity are unable to participate, in whole or in part, in any such activity as the result of any action or inaction on the part of Executive, then this AgreementAgreement and Executive’s employment hereunder may be terminated by the Company without notice.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in-person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits shareholders. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to Without limiting the business and affairs generality of the Corporation foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and its subsidiariesthe OTC Markets, as its business the NASDAQ Stock Exchange and affairs now exist and as they hereafter may be changedthe New York Stock Exchange). Director also confirms that, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Governance Documents and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director knows to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position In addition to that of the Corporation and its affiliates without obtaining the prior written consent of Director’s service on the Board, includingDirector agrees to serve as a member/Chair of the _______________ Committee and that, without limitationif so selected by the Board in the future, Director shall agree serve as a committee member or Board Liaison to committees as necessary, particularly when a disinterested Board Member is required. (d) By execution of this Agreement, Director accepts Director’s appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the solicitation Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or acceptance agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of consulting work from clients of any kind, and the Corporation and its affiliates Director shall assume sole responsibility for whom he has performed services by virtue of this Agreement discharging all tax or who he has met in connection with his employment under this Agreementother obligations associated therewith.

Duties. (a) During the period term of the Executive's employment as provided in Paragraph 1(b) hereofhereunder, the Executive shall serve and the Company shall employ the Executive as President and Chief Operating Officer to perform such services for the Company consistent with those of a President and Chief Operating Officer as may be assigned to the Executive Officer by the Chief Executive Officer, a Co-Chairman of the Corporation, and shall have all powers and duties consistent with such position subject to Board of Directors (the direction of "Board") or the Board. Such The Executive hereby accepts such employment and agrees to perform such services. Without limiting the generality of the foregoing language, Executive's duties and responsibilities shall include, without limitation, directing the following: (i) day-to-day operations of the Company in accordance with its business plan; establishing and implementing appropriate financial control systems and procedures for the Company and coordinating the preparation of an annual audit to be performed by an accounting firm acceptable to the Board; directing the marketing efforts of the Company, including the preparation of marketing materials and participation in presentations to prospective clients, including foreign and domestic institutions and individuals; ensuring that the Company is in compliance with all federal, state and local laws, rules and regulations to which it is subject, including supervising the preparation of all applicable tax returns by an accounting firm acceptable to the Board; directing the activities of the Company's personnel, with complete discretion over resource allocation, hiring and termination of officers and employees, subject to consultation with the Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Officer, a Co-Chairman of the following: establishingBoard and/or the Board with respect to the hiring of senior executives and compensation levels, provided same are in compliance with the primary advice of the Chief Financial Officer and Chief Operations Officer the CorporationCompany's business plan (including staffing requirements) and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, annual budget of the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, Company as approved by the Chief Executive Officer Officer, a Co-Chairman of the Board and/or the Board; coordinating the preparation of the Company's annual budgets and President quarterly financial statements, including comparisons to the budgets; and such other executive and administrative duties for the Company as may be determined by the Chief Executive Officer, a Co-Chairman of the Board and/or the Board, provided such duties will be responsible consistent with Executive's position and will not conflict with Executive's primary responsibility for dealing with persons the operation of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesthe Company's business affairs. (b) The Executive shall devote substantially all of his entire professional time, attention and energy exclusively energies during business hours to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term performance of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitduties hereunder. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest participate or engage in any business competitive activity or venture other than with or for the Corporation and its affiliatesCompany, except those companies whose securities are listed on a national securities exchange or quoted daily as provided for in the Over-the-Counter Market listing of the The Wall Street Journal; or (BSection 8(d) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderherein. (c) The Executive further agrees that during shall cooperate with the term of his employment under this Agreement he will engage in no business Company, including taking such medical examinations as the Company shall deem reasonably necessary, if the Company shall desire to obtain medical, disability "key man" or other activities, directly or indirectly, which are or life insurance with respect to the Executive. (d) The Executive shall undertake such reasonable business travel as may be competitive with or necessary to perform said duties (for which might place him in a competing position the Executive shall be reimbursed pursuant to that of the Corporation Section 4 below for costs and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met expenses incurred in connection with his employment under this Agreementtherewith).

Duties. (a) During Subject to the period ultimate reasonable control and discretion of employment as provided in Paragraph 1(b) hereofthe Board of Directors of Employer, the Executive shall serve in the position and perform all the duties and services as President and Chief Executive Officer of the CorporationEmployer. The duties of the President shall include the following: assume the day to day management of Employer, new business production and shall have all powers renewals resulting from Sussex referrals; the supervision of the Employer staff and duties consistent participation with such position subject Sussex officers and staff in implementing a Sussex specific sales culture; tracking cross-selling system (the BVS cross-selling program), including review and reporting of monthly results; solicit and prospect potential agency acquisitions; actively solicit new commission sources; continue maintaining accounts gained by the Garrera Agency acquisition as a duty without commission compensation for accounts existing as of the date hereof; negotiate and recommend to the direction Board of Directors of Employer the annual renewal of Employer's Errors and Omissions Policy; assist the Employer's Board of Directors in the annual review and update of the Employer Strategic Plan including management continuity; and the continuing sales production of commercial, personal, life and health insurance products of Employer including obtaining and retaining the necessary licenses required by Employer. (b) The Executive shall devote all of the Executive's professional time and attention to the performance of the Executive's duties hereunder and, during the term of the Executive's employment hereunder, shall not engage in any other business enterprise which, in the reasonable, good faith opinion of the Board. Such , interferes with Executive’s performance of the duties shall include, without limitation, the following: set forth in subparagraph (ia) Chief Executive Officer and presidentabove. The Chief Executive Officer and Presidentforegoing shall not prevent the Executive's primary duties and responsibilities consist purchase, ownership or sale of investment securities or of any interest in, any business which competes with the business of Employer, provided that such ownership or investment constitutes not more than five percent of the following: establishing, with the primary advice outstanding shares of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the a corporation whose stock is listed on a National Securities and Exchange Commission, or on the National Association of Securities Dealers and other regulatory authorities. In additionAutomated Quotation System, or the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of Executive's involvement in charitable or community activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that the time and attention which the Executive devotes to such activities do does not materially interfere with the performance of the Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During his employment with the period of employment as provided in Paragraph 1(b) hereofCompany, Executive shall will serve as President and Chief Executive Officer an executive officer of the CorporationCompany, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, initially as the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactionsthe Company. As Chief Executive Officer and President, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer and President of a corporation. Executive will report directly to the Chairman of the Board of Directors of the Company. In addition to the duties specifically referenced herein, Executive will perform all duties reasonably related to his entire professional position and such other duties as the Company's Board of Directors may reasonably specify from time to time, attention not inconsistent with the principal duties specified above. Executive will perform his duties in accordance with the Company's policies and energy exclusively procedures, as from time to time in effect. Executive will act diligently, in good faith and in the best interests of the Company and in a manner designed to enhance the business reputation and affairs success of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitCompany. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive Except with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the BoardCompany's corporate parent, including, without limitation, Executive will not engage in any other employment or activity that conflicts with or impairs the solicitation or acceptance performance of consulting work from clients his obligations as a full-time employee of the Corporation Company, including serving as a director, consultant or advisor to any other Person (other than as set forth on Exhibit A hereto). Executive represents and its affiliates for whom warrants to the Company that he has performed is under no contractual commitments which would violate his obligations set forth in this Agreement. During the EBITDA Measurement Period (as defined in the Stock Purchase Agreement), Executive will have the following specific authority, to be exercised by Executive in good faith, subject to the written policies and procedures of the Company and Xxxxxx American Checks, Inc., and in a manner consistent with past practices of the Company: (i) Executive will establish pricing on all products and services by virtue of this Agreement the Company offered or who he has met in connection with his employment under sold as of the date of this Agreement. (ii) Executive will set the compensation structure for the Company's sales employees. (iii) Executive will be responsible for the hiring and termination of Company employees, provided: (A) Each employee is employed on an "at will" basis. (B) Executive may only terminate a direct report with the consent of the CEO of Xxxxxx American Checks, Inc. (iv) Executive will be responsible for the implementation of strategic, marketing and financial plans approved by the Board of Directors in accordance with the established practices of Xxxxxx American Checks, Inc. and its Affiliates.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve have the normal duties, responsibilities, functions, and authority of the Chief Executive Officer, subject to the power and authority of the Board of Directors of the Company (the “Board”), and Executive shall report to the Board. Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive’s position as President and the Chief Executive Officer of the CorporationCompany, and shall have all powers and duties consistent with such position subject as the Board may from time to the direction of the Boardtime direct. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, Executive’s full business time and attention (except for vacation periods consistent with the terms of this Employment Agreement and energy exclusively reasonable periods of illness or other incapacity) to the business and affairs of the Corporation Company, its Affiliates, and its subsidiariesSubsidiaries. So long as Executive is employed by the Company, as its business Executive shall not, without prior notification and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation approval of the affairs of Board, which may approve under such procedures as the businesses Board or entities in which such investments are madeits executive committee shall from time to time approve, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the benefit of any charitable organization on which he now serves Person other than the Company and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that its Subsidiaries and Affiliates if such other activities do not materially or services interfere with the Executive’s performance of Executive's ’s duties hereunder. (c) Executive further agrees that during the term of his employment under this Employment Agreement. Subject to the foregoing provision, nothing in this Employment Agreement he will engage shall be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such a manner as Executive deems to be appropriate, including engaging in activities and investing with Fxxxxxx Capital; provided, however, no business or such other activities, directly or indirectly, which are or may be competitive activity shall conflict with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of Executive’s obligations under this Employment Agreement or who he has met in connection interfere with his employment Executive’s performance of Executive’s duties under this Employment Agreement.

Duties. (a) During Executive is employed by the period of employment as provided in Paragraph 1(b) hereof, Executive shall Company to serve as its Senior Vice President, Chief Information Officer of H&R BLOCK, INC., a Missouri corporation ("Block") and the indirect parent corporation of HRB, subject to the authority and direction of the Board of Directors of Block and the President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject Block. Subject to the direction foregoing, Executive will have such authority and responsibility for the position of Chief Information Officer. The Company reserves the right to modify, delete, add, or otherwise change Executive's job responsibilities and job description, in its sole discretion, at any time. Executive will perform such other duties, which may be beyond the scope of the Board. Such duties shall includejob description, without limitation, the following: (i) Chief as are assigned to Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesfrom time to time. (b) So long as Executive shall is employed under this Agreement, Executive agrees to devote substantially his entire professional time, attention Executive's full business time and energy efforts exclusively to the business and affairs on behalf of the Corporation Company and its subsidiaries, as its business to competently and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of diligently discharge Executive's duties hereunder. (c) . Executive further agrees that during the term of his employment under this Agreement he will engage not be prohibited from engaging in no business such personal, charitable, or other activities, directly or indirectly, which are or may be competitive nonemployment activities that do not interfere with or which might place him in a competing position to Executive's full-time employment hereunder and that of do not violate the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue other provisions of this Agreement or who he has met the H&R Block, Inc. Code of Business Ethics & Conduct, which Executive acknowledges having read and understood. Executive will comply fully with all reasonable policies of the Company as are from time to time in connection with his effect and applicable to Executive's position. Executive understands that the business of Block, the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary an "Affiliate") may be subject to governmental regulation, some of which may require Executive to submit to background investigation as a condition of Block, the Company, and/or Affiliates' participation in certain activities subject to such regulation. If Executive, Block, the Company, or Affiliates are unable to participate, in whole or in part, in any such activity as the result of any action or inaction on the part of Executive, then this Agreement and Executive's employment under this Agreementhereunder may be terminated by the Company without notice.

Duties. (a) During the period of employment Term (as provided in Paragraph 1(b) hereofdefined below), Executive Xxxxxxx shall serve as be available to the Company's President and Chief Executive Officer and Board of Trustees (the "Board of Trustees") to provide consultation and advice for special research projects, business development initiatives and strategic planning as and to the extent requested by, and subject to the direction of, the President and Chief Executive Officer and Board of Trustees. In addition, during the Term, as and to the extent requested by and subject to the direction of, the President and Chief Executive Officer and Board of Trustees, Xxxxxxx shall represent the Company in regional business, community and charity functions. In the performance of his responsibilities for the Company and its Subsidiaries (as defined below), Xxxxxxx shall not have the authority to bind the Company or its Subsidiaries to agreements or arrangements and shall not execute documents in the name of the CorporationCompany or its Subsidiaries. (b) Subject to applicable law, the Company agrees to use commercially reasonable efforts during the Term to cause Xxxxxxx to be nominated for election to the Board of Trustees at each annual meeting of shareholders of the Company during the Term. At the Effective Date, Xxxxxxx shall cease to hold the position of Chairman of the Board of Trustees and may thereafter be referred to as "Chairman Emeritus." Upon the request of a majority of the Trustees, Xxxxxxx shall have all powers and duties serve as a member of the Executive Committee of the Board of Trustees subject, however, to the continuing authority of the Board of Trustees to terminate Xxxxxxx' membership on the Executive Committee. In his capacity as a Trustee, Xxxxxxx shall carry out his responsibilities in a manner consistent with such position applicable law. (c) Xxxxxxx shall, upon the request and subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) President and Chief Executive Officer and president. The Chief Executive Officer and President's primary Officer, serve as a director or officer of, or perform such other duties and responsibilities consist services as may be requested for and with respect to, any of the following: establishingCompany's Subsidiaries. Unless such compensation is also provided to other inside (employee) directors specifically on account of their service as directors, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing Xxxxxxx shall not be construed entitled to receive additional compensation on account of his services as preventing Executive from a director or officer of any Subsidiary of the Company for which he is requested to serve as a director or officer. As used in this Agreement, the terms "Subsidiary" and "Subsidiaries" shall mean, with respect to any entity, any corporation, partnership, limited liability company or other business entity in which the subject entity has the power (awhether by contract, through securities ownership, or otherwise and whether directly or indirectly through control of one or more intermediate Subsidiaries) managing his personal investments to elect a majority of board of directors or investing his assets in such form or manner as will not require any significant services on his part other governing body, including, in the operation case of the affairs a partnership, a majority of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval other governing body of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereundergeneral partner. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve be employed by Company as the Company's President and Chief Executive Officer Officer. In such capacity, Executive shall have supervision and control over, and responsibility for, the general management and operation of the CorporationCompany, and shall have all such other powers and duties as the Board of Directors of the Company may from time to time prescribe; provided that, such powers and duties are consistent with such the Executive's then present duties and with his position subject to as the direction Company's senior executive officer in charge of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist general management of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesCompany. (b) Nothing contained herein shall be construed so as to prohibit Executive shall devote substantially his entire professional timefrom performing such other or additional duties or responsibilities, attention and energy exclusively to the business and affairs exercising such other or additional authority in furtherance of the Corporation and its subsidiariesgoals of the Company, as its business the Executive and affairs now exist and as they hereafter may be changed, and shall not during the term Board of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation Directors of the affairs of the businesses or entities in which such investments are made, provided Executive Company shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing time to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereundertime agree upon. (c) Executive further agrees that during the term shall devote such portion of his employment under this Agreement business time and attention as is necessary to appropriately and efficiently discharge his duties and responsibilities as herein set forth. If Executive so discharges his duties he will may engage in no other business or other and civic activities, directly or indirectlyin addition to those relating to the Company's business, which if such activities are or may be competitive with or which might place him in a competing position to that not otherwise prohibited by the terms of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement. (d) During Executive's employment hereunder, Executive shall not be required to relocate his principal residence from his current location as a result of the Company moving its principal executive offices or the Executive's office to an address greater than twenty (20) miles away from the Company's principal executive offices (or the Executive's office) at the Effective Date and shall not be required to perform services which could make the continuance of Executive's principal residence in such location unreasonably difficult or inconvenient for Executive except to the extent that the performance of such services (and travel) is commensurate with Executive's duties specified hereunder.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, 4.1 The Executive shall serve the Company as President and Chief Executive Officer of the Corporationcombined global operations and companies of the business known as “Ingeus”. 4.2 During the Appointment the Executive shall: (a) perform duties as are consistent with the Executive’s skills or position. The Company may from time to time second the Executive to work for a Group Company to do work of a similar nature or may make reasonable adjustments to the Executive’s job title, job duties or responsibilities; (b) unless prevented by Incapacity, devote the whole of her working time, attention and shall have all abilities to the business of the Company and any other Group Company, save that the Company hereby agrees that the Executive may undertake such other activities including but not limited to charitable and speaking engagements as the Board consents to (such consent not to be unreasonably withheld) that do not interfere with the discharge of the Executive’s duties to the Company; (c) diligently exercise such powers and perform such duties consistent as may from time to time be assigned to her by the board of any other Group Company; (d) comply with all reasonable and lawful directions given to her by the Board or the Chief Executive Officer of the Parent; (e) promptly make such position subject reports to the direction Board or the Chief Executive Officer of the Board. Such duties shall includeParent in connection with the affairs of the Company or any other Group Company on such matters as she is aware (and responsible) and at such times as are reasonably required; (f) report her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company of which she is aware to the Board immediately on becoming aware of it; (g) use her best endeavours to promote, without limitationprotect, develop and extend the following:business of the Company or any other Group Company; (h) consent to the Company monitoring and recording any use that she makes of the Company's electronic communications systems for the purpose of ensuring that the Company's rules are being complied with and for legitimate business purposes; (i) Chief if requested, act as a director of the Company and act as a director, officer or consultant of any Group Company as appointed from time to time; (j) comply with the articles of association (as amended from time to time) of the Company; and (k) comply with all requirements, recommendations or regulations, as amended from time to time, all and any applicable regulatory authorities relevant to the Company or any other Group Company from time to time. 4.3 The Executive Officer shall comply with the Company's anti-corruption and presidentbribery policy and related procedures at all times, provided those policies are lawful and accessible to the Executive and that the Executive is notified in writing in advance of any changes to those policies. 4.4 The Executive shall comply with any rules, policies and procedures set out in the Code of Conduct and the Staff Handbook, provided those policies are lawful and accessible to the Executive and that the Executive is notified in writing in advance of any changes to those policies. The Chief Executive Officer Code of Conduct and Presidentthe Staff Handbook do not form part of this agreement and any Group Company may amend either document at any time. To the extent that there is any conflict between the terms of this agreement and the Code of Conduct or the Staff Handbook, this agreement shall prevail. 4.5 All documents, manuals, hardware and software provided for the Executive's primary duties use by the Company or any other Group Company, and responsibilities consist any data or documents (including copies) produced, maintained or stored on the Company's or any Group other Company’s (as applicable) computer systems or other electronic equipment (including mobile phones), remain the property of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesCompany. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Company does hereby hire, engage, and employ Executive as its President and Chief Executive Officer for the period of employment Term (as provided defined in Paragraph 1(b) hereofSection 2). Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall serve the Company in such position in conformity with the provisions of this Agreement and the general direction of the Board of Directors of the Company (the “Board”). Executive shall have duties and authority consistent with Executive’s position as President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject Officer. For so long as Executive continues to the direction of serve on the Board. Such duties , Executive shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible not receive additional compensation for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiessuch Board service. (b) Throughout his employment, Executive shall devote substantially his entire professional time, attention energy, and energy exclusively skill to the business performance of his duties for the Company, vacations and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedother leave authorized under this Agreement excepted. During his employment hereunder, and shall except for his service on the board of directors of Camelback Products LLC (“Camelback Products”) (on which Executive may continue to serve so long as such service does not during the term materially interfere with Executive’s performance of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued duties for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeCompany), provided Executive shall not invest in serve as a director, officer, partner, member or employee of, or consultant to, any other company or business competitive with without first receiving the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing written consent of the The Wall Street Journal; or (B) preclude Board. In the event that Executive from continuing ceases to serve on the board of directors of any business corporation or any charitable organization Camelback Products, the Board shall not unreasonably withhold its consent to Executive serving on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional another board of directorsone company or business that does not compete with the Company. The foregoing notwithstanding, Executive shall be permitted to engage in charitable, civic, educational, professional, industry and community affairs, to serve on the boards of directors of non-profit organizations, and to manage Executive’s passive personal investments, provided that such activities do not materially interfere with the performance of Executive's ’s duties hereunder. All of Executive’s business and professional relationships shall at all times be in compliance with the conflict of interest and other policies set forth in the Company’s Code of Ethical Standards, Business Practices and Conduct applicable to all officers and employees of the Company (the “Code of Ethics”). (c) Executive further agrees hereby represents to the Company that during he is not subject to any employment, confidentiality, trade secret or similar agreement, which would interfere with the term performance of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of duties for the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) During In the period performance of employment as provided in Paragraph 1(b) hereof, Executive shall serve all of his responsibilities as President and Chief Executive Officer hereunder, the Executive shall be subject to all of the CorporationCompany’s policies, rules and regulations applicable to its employees of comparable status, shall report directly to, and shall have all powers and duties consistent with such position be subject to the direction and control of, the Board of Directors of the Company (the “Board”), and shall perform such duties as shall reasonably be assigned to him by the Board and are consistent with those duties assigned employees of comparable status. Such The Executive’s duties shall include, without limitation, but not be limited to the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist setting of the following: establishingoverall strategy and vision for the organization, (ii) communication with the primary advice current customers and development of new customers, (iii) supervision of the Chief Financial Officer senior management team, (iv) recommendation of the yearly budget for Board approval and Chief Operations Officer management of the Corporation's organization’s resources within those budget guidelines, (v) communication with overall organization of business plan directions, priorities and strategy. This Officer will primarily be responsible for dealing with progress/results, (vi) setting of the Corporation's securitiesculture of the organization in support of business objectives, intellectual property (vii) management of the human resources of the Company according to authorized personnel policies and procedures, (viii) support of the operation and administration of the Company’s Board , and (vix) presentation of the Company and its mission, programs, products and services in a strong, positive image to customers, strategic partners, industry analysts, and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsrelevant stakeholders. Excluding periods of vacation and sick leave to which the Executive is entitled, the Securities and Exchange Commission, Executive agrees that during the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive Employment Term he shall devote substantially all of his entire professional time, attention and energy exclusively business time to the business and affairs of the Corporation Company and its subsidiariesto the duties and responsibilities assigned to him hereunder. Executive shall travel to the Company’s facilities, including the wafer fab located in Yokneam, Israel, at a frequency as its business and affairs now exist and as they hereafter necessary to accomplish the above duties, but not less than once per calendar quarter. Notwithstanding the foregoing, the Executive may be changed, and shall not during (i) with the term written permission of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing the Company’s Chairman of the Board (which shall not be construed as preventing Executive from unreasonably withheld), serve on corporate boards of other entities, (aii) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in with the operation written permission of the affairs Company’s Chairman of the businesses or entities in Board (which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliatesbe unreasonably withheld), except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation civic or any charitable organization on which he now serves boards or committees, (iii) manage personal investments, and which has been disclosed to the Corporation (iv) deliver lectures and teach at educational institutions, in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that each case so long as such activities do not materially significantly interfere with the performance of the Executive's ’s duties and responsibilities hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Company does hereby hire, engage, and employ Executive as its President and Chief Executive Officer for the period of employment Term (as provided defined in Paragraph 1(b) hereofSection 2). Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall serve the Company in such position in conformity with the provisions of this Agreement and the general direction of the Board of Directors of the Company (the “Board”). Executive shall have duties and authority consistent with Executive’s position as President and Chief Executive Officer Officer. The Company further agrees to nominate and recommend Executive for election to the Board at the first annual meeting of the Corporation, and shall have all powers and duties consistent with such position subject Company’s shareholders at which directors are elected after the Effective Date. If Executive is elected to the direction of serve on the Board. Such duties , Executive shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible not receive additional compensation for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiessuch Board service. (b) Throughout his employment, Executive shall devote substantially his entire professional time, attention energy, and energy exclusively skill to the business performance of his duties for the Company, vacations and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changedother leave authorized under this Agreement excepted. During his employment hereunder, and shall except for his service on the board of directors of Camelback Products LLC (“Camelback Products”) (on which Executive may continue to serve so long as such service does not during the term materially interfere with Executive’s performance of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued duties for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeCompany), provided Executive shall not invest in serve as a director, officer, partner, member or employee of, or consultant to, any other company or business competitive with without first receiving the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing written consent of the The Wall Street Journal; or (B) preclude Board. In the event that Executive from continuing ceases to serve on the board of directors of any business corporation or any charitable organization Camelback Products, the Board shall not unreasonably withhold its consent to Executive serving on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional another board of directorsone company or business that does not compete with the Company. The foregoing notwithstanding, Executive shall be permitted to engage in charitable, civic, educational, professional, industry and community affairs, to serve on the boards of directors of non-profit organizations, and to manage Executive’s passive personal investments, provided that such activities do not materially interfere with the performance of Executive's ’s duties hereunder. All of Executive’s business and professional relationships shall at all times be in compliance with the conflict of interest and other policies set forth in the Company’s Code of Ethical Standards, Business Practices and Conduct applicable to all officers and employees of the Company (the “Code of Ethics”). (c) Executive further agrees hereby represents to the Company that during he is not subject to any employment, confidentiality, trade secret or similar agreement, which would interfere with the term performance of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of duties for the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) During The Company hereby engages the period of employment Executive and the Executive ------ hereby accepts engagement by the Company as provided in Paragraph 1(b) hereofan Executive Officer, and Cinmar, Inc. hereby engages the Executive shall serve and the Executive hereby accepts engagement by Cinmar, Inc. as President Chairman and Chief Executive Officer of Cinmar, Inc., the Corporationsole general partner of Cinmar Acquisition, LP, the wholly-owned limited partnership ("New L.P.") of the Company which will operate the "Frontgate Business" formerly operated by Cinmar, L.P., upon the terms and subject to the conditions set forth herein. The Executive shall be the primary executive officer of New L.P., or its successor, if any, and shall have all powers primary authority over and, to the best of his abilities, be responsible for, the operation and management of New L.P., subject to review and approval of the Board of Directors of Cinmar, Inc. as is appropriate with respect to the customary authority of a chief executive officer. The Executive shall use such other titles and have such duties as shall be agreed upon between the Executive and the Company from time to time. The Executive shall also perform such other duties consistent with such his position subject as an Executive Officer of the Company as shall be specified from time to time by the Board of Directors of the Company, provided Executive shall, in his discretion, be entitled to allocate at least 50% of his time to the direction Frontgate Business, and the balance, for other Cornerstone activities, and greater amounts of his time for shorter periods of time if reasonably required by the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and presidentFrontgate Business. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote perform his duties on behalf of New L.P. and the Company on a substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madefull-time basis, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing be entitled to serve on the board Boards of directors Directors (or other governing bodies) of any business corporation or any charitable organization on which he now serves and which has been disclosed up to three (3) for profit organizations (provided no conflict of interest with the Corporation in writing orCompany exists) and, subject to with the prior approval consent of the BoardBoard of Directors, from accepting employment to which shall not be unreasonably withheld or delayed, additional board Boards of directorsDirectors (or similar governing bodies) of for profit organizations, provided that such activities do and on the Boards of Directors (or similar governing bodies) of not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during for profit organizations. During the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement, New L.P. (or its successor operating the Frontgate Business) shall maintain its principal executive offices in the Greater Cincinnati, Ohio area and Executive shall not be required to relocate from the Greater Cincinnati, Ohio area.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer of the Corporation, and shall have all powers and duties perform services in a managerial capacity in a manner consistent with such Executive’s position as Executive Chairman, subject to the direction general supervision of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist Board of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesDirectors. (b) Executive shall devote substantially his entire professional time, attention have the duties and energy exclusively to the business and affairs responsibilities consistent with Executive’s position as an Executive Chairman of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from a public company (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided that Executive shall not invest in any business competitive with have grounds for Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or delegated to Executive by the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing Board of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderDirectors. (c) Executive further shall (i) devote such portion of Executive’s business time, attention, skill, and energy to the business of the Company as may be reasonably required to fulfill the performance of Executive’s duties hereunder; (ii) use Executive’s best efforts, business judgment, skills and knowledge to promote the success of the Company’s business; (iii) cooperate with the reasonable and lawful directives of the Board of Directors in the advancement of the best interests of the Company; (iv) comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position(s), including but not limited to Tiptree’s Code of Business Conduct and Ethics, Code of Ethical Conduct and Securities Trading Policy (and any similar policy maintained by the Company), each as in effect from time to time; and (v) not engage in any other activity that conflicts with Executive’s duties hereunder; it being understood that the performance of Executive’s duties to Tricadia shall not be a violation of any of the foregoing. (d) Notwithstanding Section 3.3(c) or anything herein to the contrary, Executive may (i) devote a majority of Executive’s business time to Tricadia, (ii) serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (iii) participate in charitable, civic, educational, professional, community or industry affairs; and (iii) manage Executive’s personal investments or engage in any other business activities so long as such activities individually or in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the foregoing, Executive understands and agrees that at any time during Executive’s employment hereunder, Employer may, in its reasonable discretion, require that Executive cease engaging in any activity if Employer deems that Executive’s participation in such activity interferes in any way with Executive’s ability to perform Executive’s duties for the term Company. (e) Executive represents and warrants that the execution and delivery by Executive of his employment under this Agreement he do not, and the performance by Executive of Executive’s obligations hereunder will engage not: (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Executive; or (ii) conflict with, result in no business the breach of any provisions of or other activitiesthe termination of, directly or indirectlyconstitute a default under, any agreement to which are Executive is a party or by which Executive is or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementbound.

Duties. (a) During The Company shall employ the period of employment as provided in Paragraph 1(b) hereofExecutive, and the Executive shall serve serve, as President and Chief Executive Officer of the CorporationCompany during the Employment Term (as hereinafter defined), and shall have all powers devote his full working time toward the performance of such duties and responsibilities as provided for in the Company’s By-Laws, and such other duties and responsibilities as may from time to time be prescribed by the Company’s Board of Directors which are consistent with such his position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) as Chief Executive Officer and presidentof the Company; provided, however, Executive may engage or participate in such other activities incidental to any other employment, occupation or business venture or enterprise which does not materially interfere with or compromise his ability to perform his duties hereunder. The Chief Company shall use its best efforts to cause the Executive Officer to be a member of its Board of Directors throughout the Employment Term and President's primary duties and responsibilities consist shall include him in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. The Board of Directors shall not amend its By-Laws or take any other action to reduce the scope of the following: establishingExecutive’s authority and responsibilities, with unless he shall otherwise consent, or except as otherwise provided in this Agreement. During the primary advice Employment Term and for a period of two years after the Employment Term (the “Non-Competition Period”), the Executive shall not, directly or indirectly, without the prior consent of the Chief Financial Officer and Chief Operations Officer Audit Committee of the Corporation's Company’s Board of Directors, as owner, partner, joint venturer, shareholder, employee, corporate officer or director, engage or become financially interested in, be employed by, or render consulting services to any business plan and strategy. This Officer will primarily be responsible for dealing in direct competition with any business engaged in during the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsEmployment Term by the Company or its subsidiaries or affiliates (collectively, the Securities and Exchange Commission“G-III Group”) in any geographic area where, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be employment, the business of the G-III Group is being conducted; provided; however, that the Executive may own any securities of any corporation which is engaged in any other business activity whether or not such business activity and which is pursued for gain publicly owned and traded but in an amount not to exceed at any one time four percent of any class of stock or profitsecurities of such company. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madeIn addition, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activitiesnot, directly or indirectly, which are during the Non-Competition Period (i) request or may be competitive cause any customers, suppliers, licensees or licensors with whom the G-III Group has a business relationship to cancel or which might place him in a competing position to that terminate any such business relationship with any member of the Corporation and its affiliates without obtaining the prior written consent G-III Group or (ii) solicit, interfere with, entice from or hire from any member of the Board, including, without limitation, the solicitation or acceptance G-III Group any employee of consulting work from clients any member of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementG-III Group.

Duties. The Consultant’s services hereunder will be provided on the basis of the following terms and conditions: (a) During In connection with the period of employment Services to be provided (as provided in Paragraph 1(b) hereofdefined below), Executive shall serve as President and Chief Executive Officer the Consultant will report directly to the chief executive officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: Company (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities“CEO”). (b) Executive Services provided by the Consultant shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs be: (i) ideation of future high-value applications of the Corporation Company’s ulRFE technology to treat medical indications other than those presently targeted, (ii) conceptualization of new therapeutic emulations using the Company’s ulRFE technology, including derivations of ulRFE signals from proven drugs, biologics and its subsidiariesother therapeutic treatments other than those presently targeted, such as its business immunotherapies, protein knockdown and affairs now exist and as they hereafter may be changedantibody treatments, and shall not during (iii) identification of workable uses for the term of his employment hereunder be engaged Company’s ulRFE technology in any fields other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in than the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing ormedical field, subject to any applicable law and to instructions provided by the prior approval executive officers or the CEO of the BoardCompany from time to time (collectively, from accepting employment “Services”). The Services shall be provided as and when reasonably requested by the Company and consented to additional board of directorsby the Consultant within the time parameters provided below. Consultant reserves the right to notify the Company when Consultant is not available to render Services to the Company, provided that such activities do notification shall not materially interfere with the performance of Executive's duties hereunderexceed more than 25 business days per year. (c) Executive further agrees The Consultant will be available for up to 90 hours per month to provide Services and Consultant understands that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or it may be competitive necessary for a representative of Consultant, such representative to be approved of by the Company, such approval not to be unreasonably withheld, to travel to the Company’s offices from time to time to provide Services. The Company shall provide reasonable notice to the Consultant of the need for such travel in accordance with or which might place him the mutual scheduling provision above and such travel shall be at Company’s prepaid expense. (d) The Consultant will faithfully and diligently provide the Services and cooperate with the Company and utilize Consultant’s historical knowledge of the Company and professional skills to ensure that all Services rendered hereunder are provided to the reasonable satisfaction of the Company in a competing position to that reasonable manner utilizing the capabilities of the Corporation and its affiliates without obtaining Consultant consistent with the prior written consent past experience the Principals had with the Company. The Consultant will act reasonably in order to render Services within Consultant’s capability in an effort consistent with the strategic plans of the BoardCompany. (e) The Consultant will, includingsubject to the above and consistent with the terms hereof, without limitation, assume and execute such duties and procedures as may be reasonably determined or given from time to time by the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met Company in connection with his employment under this Agreementthe provision of Services by Consultant. (f) The Consultant will report the results of Consultant’s duties hereunder to the CEO upon completion of any assignment or designated task and as the CEO may reasonably request from time to time. (g) Because the consideration offered by the Consultant is largely comprised of the knowledge and ability of the Principals to be available for up to 22 hours per week to provide such unique knowledge to the Company, in the event the Company does not request the provision of Services by Consultant for any period of time during the Term, the absence of any such request by the Company shall not be considered grounds for Termination pursuant to Section 4 herein or otherwise.

Duties. (a) During 3.1 The Employee shall, during the period term of his employment as provided in Paragraph 1(b) hereofwith the Company, Executive shall serve as President and subject to the direction and control of the Board, report directly to the Chief Executive Officer of the CorporationCompany and shall exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably associated with his position or as may be reasonably assigned or delegated to him from time to time by the Chief Executive Officer or the Board, consistent with his position as Vice President - Regulatory Affairs and Product Development. Employee shall perform, in conjunction with the Company’s executive management, to the best of his ability the following services and duties for the Company and its subsidiary corporations (by way of example, and shall have not by way of limitation): (i) Those duties attendant to the position with the Company for which he was hired or appointed; (ii) Oversight of all powers regulatory affairs and duties consistent product development activities within the Company, subject to the directions of the CEO and Board of Directors; (iii) Formulating and implementing corporate regulatory affairs policies and procedures and developing the strategic direction for all regulatory activities; (iv) Providing strategic regulatory affairs input to all product development programs; (v) Represent regulatory affairs and product development matters in the planning and negotiations of all acquisitions and dispositions of business units; (vi) Serve as primary interface with such position all state and federal regulatory agencies, subject to the direction of the Board. Such duties shall include, without limitation, the following:CEO and Board of Directors; and (ivii) Chief Executive Officer Overseeing compliance activities at all Company facilities to assure conformance with federal and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other state regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesstandards. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during 3.2 During the term of his employment hereunder be engaged in any other this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote full business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of time and attention to the affairs of the businesses or entities in which such investments are madeCompany and, provided Executive shall not invest in any business competitive with to the Corporation and its affiliatesextent necessary to discharge the responsibilities assigned hereunder, except those companies whose securities are listed on a national securities exchange or quoted daily use his best efforts in the Over-the-Counter Market listing performance of his duties for the Company and any subsidiary corporation of the The Wall Street Journal; or Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (Bi) preclude Executive from continuing subject to Article VI hereof, serve on the board of directors (or equivalent bodies) of any business corporation civic, non-profit, or any charitable organization on which he now serves organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and which has been disclosed (iii) manage his personal investments and affairs. 3.3 Employee shall be based out of Pittsburgh, Pennsylvania and undertake regular travel to the Corporation Company’s offices, currently located in writing orNew York City, subject to New York, and such other occasional travel within or outside the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are United States as is or may be competitive with or which might place him reasonably necessary in a competing position to that the interests of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the CorporationCompany and to devote as much time as is reasonably necessary to perform his duties as a Director of the Company, and shall have all powers and including duties consistent with such position subject to the direction as a member of one or more committees of the Board, to which the Director may hereafter be appointed. Such The Director will perform such duties shall includedescribed herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature, and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without limitationthe prior notification to the Board, engage in any other business activity which could materially interfere with the following: performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) Chief Executive Officer any current employer and presidentits affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Chief Executive Officer and President's primary duties and responsibilities consist Company currently intends to hold at least one regular meeting of the following: establishingBoard and each Committee each quarter, together with the primary advice additional meetings of the Chief Financial Officer Board and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily Committees as may be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to required by the business and affairs of the Corporation Company. Director shall be given reasonable advance notice of such meetings and its subsidiariesthey will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the Company at mutually convenient times and places, as its business appropriate and affairs now exist convenient. (b) Director is an “independent director” with respect to the Company (as such term has been construed under Florida law with respect to directors of Florida corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director confirms that, as they hereafter may be changedof the Effective Date, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Certificate of Incorporation and Bylaws of the Company and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director known to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further In addition to Director’s service on the Board, Director agrees that during that, if so selected by the term of his employment under this Agreement he will engage in no business or other activitiesBoard, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent Director shall serve on certain committees of the Board. (d) By execution of this Agreement, includingDirector accepts Director’s appointment or election as an independent Director of the Company, without limitationand agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the solicitation Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or acceptance agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of consulting work from clients of any kind, and the Corporation and its affiliates Director shall assume sole responsibility for whom he has performed services by virtue of this Agreement discharging all tax or who he has met in connection with his employment under this Agreementother obligations associated therewith.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive A. The Superintendent shall serve as President and Chief Executive Officer the chief school administrator in accordance with the laws of the CorporationState of New Jersey, Rules and Regulations adopted by the State Board of Education, existing Board policies and those which are adopted by the Board in the future. The specific job description adopted by the Board, applicable to the position of Superintendent of Schools, is incorporated by reference into this Contract. B. The Superintendent shall devote his full time, skills, labor, and shall have all powers and duties consistent with such position subject attention to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not this employment during the term of his employment hereunder this Contract. C. The Superintendent shall be engaged in any other business activity whether responsible for the selection, renewal, placement, removal, and transfer of personnel, subject to the approval of the Board, and subject to applicable Board policies and directives. D. The Superintendent shall study and make recommendations with respect to all criticisms and complaints, which the Board, either by committee or not such business activity is pursued for gain or profitcollectively, shall refer to him. The foregoing Superintendent shall not be construed have the right to contact the Board’s attorney for legal assistance as preventing Executive from (a) managing the need arises in carrying out his personal investments or investing his assets in such form or manner as will not require any significant services on his part in duties. E. The Superintendent shall assume responsibility for the operation administration of the affairs of the businesses or entities in which such investments are madeSchool District, provided Executive including but not limited to programs, personnel, fiscal operations, and instructional programs. F. The Superintendent shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on have a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve seat on the board of directors of any business corporation or any charitable organization Board and have the right to speak (but not vote) on which he now serves all issues before the Board in accordance with applicable law. The Superintendent shall attend all regular and which has been disclosed to the Corporation in writing or, subject to the prior approval special meetings of the Board, from accepting employment and all committee meetings thereof, and shall serve as advisor to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderBoard and said committees on all matters affecting the School District. (c) Executive further agrees that during G. The Superintendent shall perform all duties incident to the term office of his employment under this Agreement he will engage in no business or the Superintendent and such other activities, directly or indirectly, which are or duties as may be competitive with or which might place him in a competing position prescribed by the Board from time to that time. The Board shall not substantially increase the duties of the Corporation Superintendent by assigning him the duties or responsibilities of another position or title unless the parties agree upon additional compensation commensurate with such increase in duties and its affiliates without obtaining the prior written consent of additional compensation is reflected in an addendum to this contract and such addendum has been approved by the BoardExecutive County Superintendent. The Superintendent shall, includingat all times, without limitationadhere to all applicable federal and state statutes, the solicitation or acceptance of consulting work from clients of the Corporation rules, regulations, and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreementexecutive orders, as well as district policies and regulations.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Employee will serve as President the Director, Governmental Relations of the Company. In this capacity, Employee shall perform such reasonable government-related responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the CorporationCompany, or their designee. The Employee will devote such time, attention, skill, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to the business and affairs of the Corporation Company as shall be necessary to perform the duties assigned to him under this Agreement, and its subsidiarieswill use the Employee's best efforts to promote the success of the Company's business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Company. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed assigned to the Corporation in writing orEmployee from time to time by the Board of Directors, subject to the prior approval Chairman of the Board, from accepting employment President, or Chief Executive Officer of the Company. To the extent that the Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively "Related Entities"), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional board of directorscompensation. The Employee may engage in other business activities, provided that in doing so he does not violate any of the provisions of this Agreement (including Sections 6 and 7 hereof); and provided further that such other business activities do not materially interfere with the performance of Executive's his duties hereunder. (c) Executive further agrees that during and obligations to the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment Company under this Agreement. At all times, the Employee agrees that the Employee has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with respect to its employees generally. Employee may perform his duties of employment from any location he selects that is mutually agreed to by the Company.

Duties. Executive will be the senior executive of the Four Media ------ Company Television Group, including both long form and short form television, responsible for attaining the operational and financial objectives of the Television Group. (a) During All managing directors, presidents and others responsible for divisions and facilities of the period Company and its Affiliates (excepting those divisions of the Company under the management of Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxxxxx, and Xxxxx Xxxxxxxx (the "Excluded Reports")) which provide television services shall report to Executive, except to the extent employment as provided agreements in Paragraph 1(beffect on the date of this Agreement and disclosed on Schedule 1.3 attached to this Agreement ("Prior Employment Agreements") hereof, Executive shall serve as President require that employees providing television services and subject to those prior Employment Agreements report directly to the Chief Executive Officer of the Corporation, Company or to such other person as also identified in the respective Prior Employment Agreements and also set forth on Schedule 1.3 ("Prior Direct Reports"). Direct reporting to Executive by any such Prior Direct Reports shall have all powers and duties consistent with such position be subject to the direction consent of any such individuals. The Company acknowledges that Executive has relied on the disclosures on Schedule 1.3 as a complete identification of all Prior Employment Agreements and all Prior Direct Reports (for managing directors, presidents and others responsible for television divisions of the Board. Such duties shall includeCompany), without limitationwith the exception of the Excluded Reports, the following:as a material inducement of this Agreement. (ib) Xxxxxxx as Chief Executive Officer of the Company, and presidentany successor in that position, shall consult with Executive on all matters materially affecting the Four Media Company Television Group during the Term of Executive's employment under this Agreement. The Executive acknowledges and agrees that action by the Chief Executive Officer and Presidentcontrary to Executive's primary preference following such consultation shall not be a breach of this Agreement for that reason alone. (c) At Executive's sole option on sixty (60) days' notice to Xxxxxxx or any successor Chief Executive Officer of the Company, Executive may redefine the scope of his duties and responsibilities consist as President of Four Media Company Television Group to exclude those business units and facilities directed by Prior Direct Reports. (d) In any event, and without limiting the Company's or Executive's rights or obligations under other provisions of this Agreement, the Company shall assign Video Symphony, Encore Hollywood, all television sales (excluding those associated with the Excluded Reports), Digital Magic, Xxxxxxxx Video (excepting studio services), Encore Santa Xxxxxx, Encore Non Linear and Four Media Company's Burbank television operations, and their constituent and successor businesses and senior management to report to Executive during the Term of Executive's employment by the Company, subject only to obtaining such consents as may be necessary under Prior Written Agreements (excluding the Excluded Reports) to permit such assignments. If such consents have not been obtained within ninety (90) days of the following: establishingdate of this Agreement, with the primary advice then upon written request of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In additionExecutive, the Chief Executive Officer of the Company and President will Executive shall meet and confer in good faith to attempt to negotiate a mutually satisfactory redefinition of Executive's duties. If the parties are unable to reach a mutually acceptable agreement within such ninety (90) day period, then Executive may resign by providing the Company with thirty (30) days written notice, which written notice must be responsible provided within the initial two hundred twenty (220) days of this Agreement. Upon the expiration of such thirty (30) day period, this Agreement shall terminate and Executive shall not be entitled to any further compensation under this Agreement. Neither an inability to agree on such a redefinition of Executive's duties nor Executive's resignation from employment in such event shall be deemed a breach of this Agreement. Executive acknowledges and agrees that in the event this Agreement is terminated pursuant to this Section 1.3, Executive's covenant not to compete pursuant to Section 5.3 below shall run for dealing with persons of similar position on major corporate transactionsfive (5) years from the Closing Date, acquisitions, reorganizations and similar types of activitiesas that term is defined in the Stock Purchase Agreement (as defined in Section 3.7 below). (be) Executive shall perform his duties principally at the office locations of the Company located (i) within the Cities of Burbank and Santa Monica, California, or the area commonly known as West Los Angeles, California, including the Hollywood area, (ii) at a location within twenty (20) miles of Executive's current job location as of the date of this Agreement, or (iii) at such other location as may be mutually agreed upon by Executive and the Chief Executive Officer of the Company from time to time. Executive shall devote substantially his entire professional productive business time, attention and energy exclusively energies to the performance of his duties hereunder. Executive shall use his best efforts to advance the interests and business and affairs of the Corporation Company and its subsidiariesAffiliates. Executive shall abide by all rules, regulations and policies of the Company, as its business and affairs now exist and as they hereafter may be changedin effect from time to time. Notwithstanding the foregoing, and shall not during the term Executive may act as a member of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board boards of directors, provided that such where the time allocated for those activities do does not materially interfere with or create a conflict of interest with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term discharge of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of duties for the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementCompany.

Duties. (a) Section 2.1. Duties During the period of employment as provided in Paragraph 1(b) hereofEmployment Period, Executive shall serve as President and Chief Executive Officer the Employee will be the ranking scientific officer of the Corporationcompany, with responsibility for the marketing,/sales segment of our business. The Employee will lead the business development staff, be the ultimate contact with clients and scientific advisors, and shall have all powers and duties consistent with such position subject to own responsibility for the direction business development/scientific viability of the Boardcompany. Such duties shall includeThe Employee will be called upon to perform certain services for the Company including, without limitation, the following: a) Assess and document business needs (idevelop and solicit business plans and budgets, working with various department heads). b) Chief Executive Officer Motivate, lead and presidentteach qualified staff to meet or exceed expectations. c) Develop and manage resources (staff, facilities, and equipment) to deliver new business and maintain current clients. d) Work jointly with the CEO and COO of contract research to insure scientific regulatory compliance and with the CFO to ensure SEC compliance. You would be expected to provide accurate financial information and meet all financial disclosure requirements.. e) Manage relationships with outside scientific leaders. f) Enhance the professional image of BASi in public forums. g) Engage in benchmarking against competitors, presenting alternate strategies and generally become knowledgeable about the drug development and medical device industries. Section 2.2. The Chief Executive Officer Employee shall serve the Company by performing such other services as the Company may reasonably require to conduct the Company’s business. The Company shall also have the absolute right and President's primary power to direct and control the Employee in carrying out duties and responsibilities consist of assigned by the following: establishingCompany, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securitiesincluding, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsbut not limited to, the Securities right (1) to review, modify and Exchange Commissioncancel all work performed, and (2) to assign specific duties to be performed, including the general means and manner by which such duties shall be performed. Notwithstanding any other provisions of this Agreement, the National Association Company shall not impose employment duties or constraints of Securities Dealers and any kind upon the Employee which would require the Employee to violate any ordinance, regulation, statute or other regulatory authoritieslaw. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive The Employee shall devote substantially his entire professional full working time, attention and energy exclusively to the business and affairs performances of the Corporation and its subsidiaries, duties imposed hereunder. The Employee shall conform to such hours of work as its business and affairs now exist and as they hereafter may from time to time reasonably be changed, required of him and shall not during the term of be entitled to receive any additional remuneration for work outside his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profitnormal hours. The foregoing shall not Employee will NOT be construed as preventing Executive from (a) managing his personal investments held financially, legally, or investing his assets in such form otherwise liable for any past practices or manner as will not require any significant services on his part in actions or decisions made by BASi, or its predecessors prior to the operation start of the affairs Employee’s beginning date of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderemployment. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.

Duties. (a) During The Company does hereby hire, engage, and employ Executive in the period of employment following capacities: (i) from November 1, 2004 through March 31, 2005, as provided in Paragraph 1(bChief Operating Officer and (ii) hereoffrom and after April 1, 2005, as Chief Executive Officer. Executive does hereby accept and agree to such hiring, engagement, and employment. Executive shall serve the Company in such positions in conformity with the provisions of this Agreement, directives of the Board of Directors of the Company (the "BOARD"), and the corporate policies of the Company as President they presently exist, and as such policies may be amended, modified, changed, or adopted from time to time. Executive shall have duties and authority consistent with Executive's positions of Chief Operating Officer and Chief Executive Officer of Officer, as applicable. Executive will be elected to the CorporationBoard effective November 1, and shall have all powers and duties consistent with such position 2004, and, subject to the direction recommendations of the BoardCompany's nominating and governance committees and shareholder vote, shall continue to serve on the Board during his employment hereunder. Such duties Executive shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible not receive additional compensation for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiessuch Board service. (b) Throughout his employment, Executive shall devote substantially his entire professional time, attention energy, and energy exclusively skill to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. During his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are madehereunder, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to other publicly traded company without first receiving the Corporation in writing or, subject to the prior approval written consent of the Board. The foregoing notwithstanding, from accepting employment Executive shall be permitted to additional board of directors, engage in charitable and community affairs provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees hereby represents to the Company that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation execution and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or who otherwise contravene, the terms of any other employment or other agreement or policy to which Executive is a party or otherwise bound. This Agreement is further contingent upon Executive providing to the Company satisfactory evidence that he has met been released from the restrictive covenant, as it relates to the Company, contained in connection with his employment under this Agreement.the May 20, 2004 Retirement Agreement between Executive and Abercrombie & Fitch Co.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, Executive shall Director agrees to serve as President and Chief Executive Officer an independent Director of the Corporation, Company and shall have all powers and to be available to perform the duties consistent with such position subject pursuant to the direction Certificate of Incorporation and Bylaws of the BoardCompany, and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”) and the laws of the state of Delaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director will promptly notify the Company. Such duties time and attention shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist participation in telephonic and/or in-person meetings of the following: establishingBoard; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s obligations under this Agreement. Subject to the primary advice forgoing, Director will use Director’s best efforts to promote the interests of the Chief Financial Officer Company and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesits shareholders. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively to Without limiting the business and affairs generality of the Corporation foregoing, Director confirms that Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and its subsidiariesthe OTC Markets, as its business the NASDAQ Stock Exchange and affairs now exist and as they hereafter may be changedthe New York Stock Exchange). Director also confirms that, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from to Director’s knowledge, (a) managing his Director does not possess material business, close personal investments relationships or investing his assets in other affiliations, or any history of any such form material business, close personal relationships or manner as will not require other affiliations, with the Company’s significant equity or debt holders or any significant services of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on his part in the operation best interests of the affairs Company or (ii) make decisions and carry out Director’s responsibilities as a Director of the businesses or entities Company, in which such investments are made, provided Executive shall not invest each case in any business competitive accordance with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing terms of the The Wall Street Journal; Governance Documents and applicable law, and (b) Director has no existing relationship or (B) preclude Executive from continuing to serve on the board of directors affiliation of any business corporation or kind with any charitable organization on which he now serves and which has been disclosed entity Director knows to the Corporation in writing or, subject to the prior approval be a competitor of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderCompany. (c) Executive further [In addition to Director’s service on the Board, Director agrees that during that, if so selected by the term of his employment under this Agreement he will engage in no business or other activitiesBoard, directly or indirectlyDirector shall serve on the [Compensation Committee, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent Audit Committee/Nomination Committee] of the Board]. (d) By execution of this Agreement, includingDirector accepts Director’s appointment or election as an independent Director of the Company, without limitationand agrees to serve in such capacity, subject to the terms of this Agreement, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the solicitation Company in any other capacity. (e) Director’s status during the Term (as defined below) shall be that of an independent contractor and not, for any purpose, that of an employee or acceptance agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction of consulting work from clients of any kind, and the Corporation and its affiliates Director shall assume sole responsibility for whom he has performed services by virtue of this Agreement discharging all tax or who he has met in connection with his employment under this Agreementother obligations associated therewith.

Duties. (a) During The Company represents to the period Manager that its Board of employment as provided in Paragraph 1(bDirectors (the "Board") hereof, Executive shall serve as President and Chief Executive Officer has duly approved the retention of the CorporationManager and approved the terms of this Agreement, and shall have all powers and duties consistent with such position subject to including the direction appointment of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of Xxxxxx X. Xxxx as the Chief Financial Officer and Xxxxxxxxx XxXxxxxx as Senior Vice President, Corporate Controller (“SVP, Corporate Controller”) of the Company. The Manager will assign Gund and LoBiondo to serve as Chief Operations Financial Officer and SVP, Corporate Controller of the Corporation's business plan Company, respectively. Subject to the prior approval of Xxxx X. Xxxxx, CEO and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property CRO (“Xxxxx” or “CEO and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutionsCRO”), the Securities and Exchange Commission, Manager may assign additional personnel of the National Association Manager to act in various capacities to carry out other services required of Securities Dealers and other regulatory authoritiesthe Manager hereunder. In addition, the Chief Executive Officer and President Compensation for such additional service will be responsible for dealing with persons of similar position based on major corporate transactionsa monthly fee that is mutually agreeable between Ankura and the CEO and CRO, acquisitionssubject to court approval. To the extent additional resources are required to carry out the Managers services, reorganizations specific employees will be identified and similar types of activitiesthis Management Agreement will be amended as appropriate. (b) Executive Gund and LoBiondo, in their roles as Officers, shall devote substantially his entire professional timebe authorized to make decisions that are customary in their duties as CFO and SVP, attention and energy exclusively to Corporate Controller in such manner as they deem necessary or appropriate in their sole discretion consistent with the business and affairs of judgment rule, subject only to appropriate governance by the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged Board in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive accordance with the Corporation Company’s Bylaws and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing or, subject to the prior approval of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunderapplicable law. (c) Executive further agrees In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that during it will succeed in restoring the term Company’s operational and financial health and stability, and the Company’s obligation to provide the compensation specified under Section 4 hereof shall not be conditioned upon any particular results being obtained by the Manager. (d) In view of his employment under this Agreement he will engage in no business or other activitiesthe Company’s precarious present circumstances, directly or indirectly, which are or the Company acknowledges that Gund and LoBiondo may be competitive required to make decisions with or which might place him in a competing position respect to extraordinary measures quickly and that the depth of their analysis of the Corporation information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and its affiliates without obtaining the prior written consent other factors. Moreover, Gund and LoBiondo shall be entitled, in performing their duties hereunder on behalf of the BoardManager, includingto rely on information disclosed or supplied to them without verification or warranty of accuracy or validity. (e) Gund will report to the CEO and CRO and LoBiondo will report to Gund. Gund and LoBiondo will endeavor to keep the CEO and CRO fully apprised of their findings, without limitationplans and activities. The Company understands that Gund and LoBiondo will communicate with the landlords, the solicitation or acceptance of consulting work from clients vendors and other creditors of the Corporation Company and its affiliates for whom he has performed services by virtue their respective professionals, as to the status of this Agreement or who he has met in connection with his employment under this Agreementoperations and other matters regarding the Company.

Duties. 4.1 The Employee shall serve the Company as Chief Executive Officer and Chief Financial Officer from the date on which the now current Chief Executive and Chief Financial Officer ceases to serve the Company in such capacity. Until such time and in addition, the Employee shall serve Company in such other role as the Board considers appropriate. 4.2 The Company agrees that, from the Commencement Date and throughout the term of this agreement, it will ensure that suitable Directors’ and Officers’ insurance cover is in place for the benefit of the Employee and covering all of his duties wheresoever conducted and the Company shall supply evidence of such insurance to the Employee if so requested. 4.3 During the Appointment the Employee shall: ​ ​ (a) During the period of employment act as provided in Paragraph 1(b) hereof, Executive shall serve as President and Chief Executive Officer a director of the CorporationCompany and carry out duties on behalf of any other Group Undertaking including, if so required by the Board, acting as an officer or consultant of any such Group Undertaking; (b) comply with the articles of association (as amended from time to time) of any Group Undertaking of which he is a director; (c) abide by any statutory, fiduciary or common-law duties of any Group Undertaking of which he is a director; (d) not do anything that would cause him to be disqualified from acting as a director; (e) comply with the Company's and shall have all any Parent Undertaking’s anti-corruption and bribery policy and related procedures; (f) unless prevented by Incapacity or except to the extent permitted by the Board in writing from time to time, devote the whole of his time, attention and abilities to the business of the Company and any Group Undertaking of which he is an officer or consultant; (g) faithfully and diligently exercise such powers and perform such duties consistent as may from time to time be assigned to him by the Board together with such position subject person or persons as the Board may appoint to the direction of act jointly with him; (h) comply with all reasonable and lawful directions given to him by the Board. Such duties shall include, without limitation, the following:; (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention and energy exclusively promptly make such reports to the business and affairs of the Corporation and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged Board in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services on his part in the operation of connection with the affairs of any Group Undertaking on such matters and at such times as are reasonably required; (j) use his best endeavours to promote, protect, develop and extend the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the Group; and (k) comply with any electronic communication systems policy that the Company may issue from time to time. 4.4 The Wall Street Journal; Employee shall comply with any rules, policies and procedures relating to the Company’s employees in effect from time to time. Such rules, policies and procedures do not form part of this agreement and the Company may amend them at any time. To the extent that there is any conflict between the terms of this agreement and such rules, policies and procedures, this agreement shall prevail. 4.5 All documents, manuals, hardware and software provided for the Employee's use by the Company, and any data or documents (Bincluding copies) preclude Executive from continuing to serve produced, maintained or stored on the board of directors of any business corporation Company's computer systems or any charitable organization on which he now serves and which has been disclosed to other electronic equipment (including mobile phones), remain the Corporation in writing or, subject to the prior approval property of the Board, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this Agreement.Company. ​

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereofEmployment Period, Executive shall serve as President Senior Vice President, Finance and Chief Financial Officer; provided that, effective as of January 5, 2009, Executive Officer of the Corporationshall serve as Executive Vice President, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer Operating Officer. The Company may promote Executive to another appropriate position during the Corporation's Employment Period. Executive shall render such business plan and strategyprofessional services in the performance of her duties consistent with Executive’s position within the Company as well as such services reasonably assigned to her by the Co-Chief Executive Officers and/or the Board of Directors of the Company. This Officer will primarily Executive shall, at all times, report to the Co-Chief Executive Officers and/or the Board of Directors of the Company and no other individuals within the Company, and all information technology, planning, corporate finance and accounting employees of the Company shall be responsible for dealing with to report to Executive or such other individuals as she designates. Executive’s principal place of employment shall be the Corporation's securitiesoffices provided by the Company located in Los Angeles, intellectual property California, but it is understood and other counselacknowledged that the performance of her duties will require Executive to travel outside Los Angeles. Executive, Corporation's auditorshowever, transfer agenciesshall not be required, investment banking firmswithout her consent, banksto relocate her principal place of employment more than 25 miles from the current location of the offices provided by the Company located in Los Angeles. At all times during the Employment Period, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activities. (b) Executive shall devote substantially his entire professional time, attention her best efforts and energy exclusively abilities to the business and affairs performance of her duties on behalf of the Corporation Company and to the promotion of its subsidiariesinterests consistent with, as its business and affairs now exist subject to, the strategies, policies and as they hereafter directions of the Co-Chief Executive Officers and the Board. Notwithstanding the foregoing, Executive may be changedinvolved in civic and charitable activities, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his may manage her personal investments and may serve on the boards of any public or investing his assets in such form private companies, trade organizations or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made, professional associations; provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing that prior to agreeing to serve on as a member of the board of directors of any business corporation or any charitable organization other entity, Executive shall discuss her intentions to do so with the Board of Directors of the Company. The Company may nominate Executive to serve on which he now serves and which has been disclosed to the Corporation Board of Directors during the Employment Period in writing or, subject to the prior approval discretion of the Board’s Nominating and Governance Committee. If Executive is so nominated and elected, from accepting employment to additional board of directors, provided that such activities do not materially interfere with the performance of Executive's duties hereunder. (c) Executive further Company agrees that thereafter it will use its reasonable best efforts to cause Executive to continue to be nominated to serve on the Board of Directors during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that remainder of the Corporation and its affiliates without obtaining the prior written consent of the Board, including, without limitation, the solicitation or acceptance of consulting work from clients of the Corporation and its affiliates for whom he has performed services by virtue of this Agreement or who he has met in connection with his employment under this AgreementEmployment Period.

Duties. (a) During the period of employment as provided in Paragraph 1(b) hereof, The Executive shall serve faithfully perform all duties of the Company related to the position or positions held by the Executive, including but not limited to all duties set forth in this Agreement and/or in the Bylaws of the Company related to the position or positions held by the Executive and all additional duties that are prescribed from time to time by the Board of Directors of the Company (the “Board”) or other designated officers of the Company. Among other duties, the Executive shall be responsible for performing all development, regulatory, quality, compliance and technical affairs duties as are customarily performed by chief medical officers of companies within the pharmaceutical industry. In performing such development, regulatory, quality, compliance and technical affairs duties, the Executive shall cooperate with the Vice President, Scientific Affairs in areas of joint or overlapping responsibility. In the event that there is any question whether the Executive or the Vice President, Scientific Affairs should be responsible for particular duties, the Executive shall refer the matter to the President and Chief Executive Officer of the Corporation, and shall have all powers and duties consistent with such position subject to the direction of the Board. Such duties shall include, without limitation, the following: (i) Chief Executive Officer and president. The Chief Executive Officer and President's primary duties and responsibilities consist of the following: establishing, with the primary advice of the Chief Financial Officer and Chief Operations Officer the Corporation's business plan and strategy. This Officer will primarily be responsible for dealing with the Corporation's securities, intellectual property and other counsel, Corporation's auditors, transfer agencies, investment banking firms, banks, financial institutions, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory authorities. In addition, the Chief Executive Officer and President will be responsible for dealing with persons of similar position on major corporate transactions, acquisitions, reorganizations and similar types of activitiesdecision. (b) The Executive shall devote substantially his entire professional time, the Executive’s full time and attention and energy exclusively to the business and affairs performance of the Corporation Executive’s duties and its subsidiaries, as its business and affairs now exist and as they hereafter may be changed, and shall not during the term of his employment hereunder be engaged in any other business activity whether or not such business activity is pursued for gain or profit. The foregoing shall not be construed as preventing Executive from (a) managing his personal investments or investing his assets in such form or manner as will not require any significant services responsibilities on his part in the operation behalf of the affairs Company and in furtherance of its best interests; provided, however, that the businesses or entities in which such investments are made, provided Executive shall not invest in any business competitive with the Corporation and its affiliates, except those companies whose securities are listed on a national securities exchange or quoted daily in the Over-the-Counter Market listing of the The Wall Street Journal; or (B) preclude Executive from continuing to serve on the board of directors of any business corporation or any charitable organization on which he now serves and which has been disclosed to the Corporation in writing orExecutive, subject to the prior approval of the BoardExecutive’s obligations hereunder, from accepting employment shall also be permitted to additional board of directorsmake personal investments, provided that such activities do not materially interfere perform reasonable volunteer services and, with the performance of Executive's duties hereunder. (c) Executive further agrees that during the term of his employment under this Agreement he will engage in no business or other activities, directly or indirectly, which are or may be competitive with or which might place him in a competing position to that of the Corporation and its affiliates without obtaining the prior written consent of the BoardCompany, includingserve on outside boards of directors for non-profit corporations. The Executive shall comply with all Company policies, without limitationstandards, rules and regulations (the solicitation “Company Policies”) and all applicable government laws, rules and regulations that are now or acceptance hereafter in effect. The Executive acknowledges receipt of consulting work from clients copies of all written Company Policies that are in effect as of the Corporation and its affiliates for whom he has performed services by virtue date of this Agreement or who he has met in connection with his employment under this Agreement.