Common use of Duties Clause in Contracts

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to Employee shall serve in the Manager that its Board capacity of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the DebtorsCompany. The Manager will assign Gund Employee's principal duties and responsibilities shall include supervising, having custody of, and being responsible for all funds and securities of the Company. Employee shall deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected by the Board of Directors or in accordance with authority delegated by the Board of Directors. Employee shall receive, and give receipts for, moneys due and payable to serve the Company from any source whatsoever. Employee shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Company and the preparation of such records and reports in connection therewith as may be necessary or desirable. Employee shall, in general, perform all other duties incident to the office of Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas duties as he from time to time may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject be assigned to appropriate governance Employee by the Board of Directors provided that such other services and duties are not inconsistent with any other term of this Agreement. Except during vacation periods or in accordance with the Debtors' operating agreements Company's personnel policies covering executive leaves and reasonable periods of illness or other incapacitation, Employee shall devote his services to the Company's Business and interests in a manner consistent with Employee's title and office and the Bankruptcy CourtCompany's needs for his services. As Chief Financial Officer, Gund will Employee agrees to perform his duties pursuant to this Agreement in good faith and in a manner which he honestly believes to be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance best interests of the foregoing functionsCompany, Gund shall report and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. Employee agrees to observe a duty of loyalty to the Board. In addition to Company placing the above, Gund will accept an appointment to the Board and serve as a member interests of the Board if requested by representatives Company ahead of his own. Such duties shall be rendered at such place or places as the Company shall require in accordance with the best interests, needs, business and opportunities of the Debtors who are authorized Company. However, in no event, shall the Company require Employee to make move his principal residence. Employee shall at all times be subject to and shall observe and carry out such appointment. (c) The Manager shall cause Gund to devote substantially all his business reasonable rules, regulations, policies, directions and restrictions as may be established from time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementCompany. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Term of Employment, the Employee shall serve as the Company’s Executive Vice President and General Counsel, and shall perform such duties, functions and responsibilities as are customarily associated with and incident to the Manager that its Board positions of Managers (the "Board") has duly approved the retention of the Manager Executive Vice President and approved the terms of this Agreement, including the appointment of Gund General Counsel and as the Chief Financial Officer Company may, from time to time, require of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Boardher, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of such functions and duties for the Company’s subsidiaries or affiliates (the Company and the foregoing functionsentities being referred to herein collectively as the “Avatar Entities” and each as an “Avatar Entity”), Gund shall report subject to the Boarddirection of the Company’s Board of Directors. In addition The Employee shall serve the Company faithfully, conscientiously and to the abovebest of the Employee’s ability and shall promote the interests and reputation of the Company. Except as expressly provided herein, Gund will accept an appointment unless prevented by sickness or disability, the Employee shall devote all of her time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Employee’s duties may reasonably require, to the Board and serve as a member duties of the Board if requested by representatives Employee’s employment. The principal place of employment of the Debtors who are authorized Employee shall be the principal executive offices of the Company and/or such other location within fifty (50) miles of Company’s current principal place of business as shall be necessary for the Employee to make such appointment. (c) discharge the Employee’s duties hereunder. The Manager shall cause Gund to devote substantially all his business Employee acknowledges that in the course of employment the Employee may be required, from time to the performance of services for the Debtors hereunder time, to travel on behalf of the ManagerCompany. AdditionallyNotwithstanding the foregoing, the Manager will have Employee shall be permitted to assist Xxxxx Xxxxxx LLP on any transition matters relating to the right to use Employee’s current files and clients so long as such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager assistance does not guarantee adversely affect the Employee’s performance of her duties and so long as the Employee receives no compensation for such assistance; provided, however, that nothing in this Agreement shall prohibit or otherwise provide in any assurances that it will succeed in restoring way limit the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's Employee from receiving compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved from Xxxxx Xxxxxx LLP for services performed by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementEmployee on or prior to December 31, 2006. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Employee will be employed as Chief Medical Officer, reporting to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager President and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Executive Officer of the DebtorsCompany. The Manager will assign Gund During the Employee’s employment, the Employee agrees to serve as and perform such duties consistent with being a Chief Financial Medical Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business at such times and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary the Company or appropriate in his sole discretion consistent with the business judgment rule Board of Directors of the Company (the “Board”) may reasonably from time to time direct. At the Company’s discretion, the Employee may be given additional duties or different duties, and subject this Agreement shall apply as well to appropriate governance any such duties assumed by Employee. The Employee agrees to abide by the Board in accordance with the Debtors' operating agreements rules, regulations, instructions, personnel practices and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance policies of the foregoing functionsCompany and any changes therein which may be adopted from time to time by the Company. b) During the Employment Period (as defined below), Gund shall report the Employee agrees to faithfully perform the duties assigned to him to the Board. In addition best of his ability and to devote full and undivided time to the above, Gund will accept an appointment to the Board and serve as a member transaction of the Board if requested Company’s business; provided, however, that during the Employment Period the Employee may provide consulting services for the entities listed on Annex A hereto and any other entity approved in writing in advance by representatives the Company (“Approved Consulting Services”) such that the Employee devotes an aggregate of not more than one day per week to all Approved Consulting Services. The Employee acknowledges and agrees that the Debtors who are authorized Company may disclose, in a press release or otherwise, that the Employee is providing consulting and advisory services to make such appointment.Agile Therapeutics, Inc. (c) The Manager Employee shall cause Gund to devote substantially all spend at least 50% of his business time to at the performance Company’s principal place of services business, currently located at Oxx Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, or at such other location as the Company may reasonably request in order for the Debtors hereunder on behalf of Employee to perform his duties hereunder. Notwithstanding the Manager. Additionallypreceding sentence, the Manager will have Company acknowledges and agrees that the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Employee shall not be conditioned upon any particular results being achieved by required to relocate his primary residence to the Manager but only final Bankruptcy Court approval at greater Cincinnati area. The Employee shall provide the conclusion Company notice of this engagement. (e) In view of the Debtors' present circumstanceshis travel schedule with as much advance notice as is reasonably practicable. After receiving such notice, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel Company shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitycoordinate making appropriate travel arrangements. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent a. During the term of her employment pursuant to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including Employee shall serve the appointment Company faithfully and to the best of Gund as her ability and shall devote her business and professional time, energy, and diligence to the Chief Financial Officer performance of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act duties of such office and she shall perform such services and duties in connection with the managerial capacities to carry out other services required business and affairs of the ManagerCompany (i) as are customarily incident to such office and (ii) subject to Section 1.2(b) hereof, as may reasonably be assigned or delegated to her from time to time by the Board of Directors of the Company. (b) Subject b. Notwithstanding the foregoing, Employee shall be principally responsible for, and shall have full power and authority to perform all duties incidental to the Board's assignment offices of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process Secretary including, but not limited to, Bankruptcy Court reporting requirementskeeping the minutes of the stockholders' and of the directors' meetings in one or more books provided for that purpose, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board see that all notices are duly given in accordance with the Debtors' operating agreements provisions of these by-laws or as required, be custodian of the corporate records and of the Bankruptcy Courtseal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and perform such other duties as from time to time may be assigned to her by the president or by the directors. As Chief Financial OfficerEmployee shall be principally responsible for, Gund will and shall have full power and authority to perform all duties incidental to the offices of Treasurer, including, but not limited to, having charge and custody of and being responsible for all funds and securities of the corporation; receiving and giving receipts for moneys due and payable to the corporation from any source whatsoever, and depositing all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be part selected in accordance with the by-laws of Debtors' senior management team the corporation and in general perform such other duties as such will from time to time may be involved in key operating decisionsassigned to her by the president or by the directors. In The Treasurer shall be excused from giving a sum and/or surety for the faithful performance of her duties hereunder. Employee shall be principally responsible for, and shall have full power and authority to perform all duties incidental to the legal representation of the Company. c. Notwithstanding the foregoing, it is understood that Employee shall continue to provide services to the law firm of Kite, Bowen & Associates, P.A., and to provide legal counsel to Kyten Exxxxx Corporation, Strata Coal, LLC, Perdase Holdings, Inc., Jenco Capital Corporation, and to other individuals or entities, axx xxat the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view used as a basis for termination under Section 3.1 and shall not constitute a breach of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the ManagerEmployee's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed representations or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityobligations under Section 6.9. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to duties of Xxxxx will consist of assisting the Manager that Company in its Board of Managers (wind-down and assisting the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act Company in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of its post-closing obligations under the foregoing functionsOlympus Purchase Agreement. The specific duties assigned by the Company to Xxxxx will generally consist of (i) ensuring that the Company does not have any property remaining at its current facilities, Gund shall report (ii) supervising and ensuring the preparation of post-closing schedules required to be delivered by the Company under the Olympus Purchase Agreement, (iii) reviewing, analyzing and discussing with officers of Cantel the post-closing schedules delivered by Olympus under the Olympus Purchase Agreement, (iv) assisting in the resolution of any disputes with Olympus related to the Board. In addition to post-closing schedules or other matters arising under the aboveOlympus Purchase Agreement, Gund will accept an appointment to (v) supervising the Board and serve as a member closing of the Board if requested Company’s books as at July 31, 2006 and the preparation of financial statements, financial reports and related year-end documents required by representatives Cantel in connection with its year-end consolidation (vi) supervising the preparation of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services tax returns for the Debtors hereunder on behalf of the Manager. Additionallyperiods ending July 31, the Manager will have the right to use 2006 and October 31, 2006 (e.g., payroll taxes, income taxes, etc.) and (vi) such additional personnel that further duties as may be necessary reasonably requested and assigned to devote sufficient time him during the Consulting Term by the Company. Xxxxx may perform his duties hereunder in the Olympus designated “Carsen work room” at the Company’s current Markham facility being taken over by Olympus or such other location as Xxxxx believes to carry out the scope be suitable. It is anticipated that most of Xxxxx’x services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there hereunder will be of a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation supervisory nature and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesscope. The Company understands acknowledges that Gund Xxxxx will be operating a new business during the Consulting Term and generally will be providing his services hereunder on an as-needed or as-requested basis. Xxxxx agrees to perform the Manager's other personnel will coordinate duties associated with Debtors' other officers his services hereunder to the best of his abilities, and professionals to cause Debtors to effectively communicate with the Debtors' creditors shall faithfully devote his time and their respective professionals efforts hereunder so as to advance the status best interests of operations and the Debtors' restructuring plansCompany. Xxxxx acknowledges that generally he will be receiving instructions hereunder from directors of the Corporation, as well as certain executive officers of Cantel.

Duties. (a) The Debtors represent During the Term (as defined below), Xxxxxxx shall be available to the Manager that its Company's President and Chief Executive Officer and Board of Managers Trustees (the "BoardBoard of Trustees") has duly approved to provide consultation and advice for special research projects, business development initiatives and strategic planning as and to the retention 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 Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerCompany or its Subsidiaries. (b) Subject to applicable law, the Board's assignment of certain of Company agrees to use commercially reasonable efforts during the following functions Term to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall cause Xxxxxxx to be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment 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 serve as a member of the Board if requested by representatives Executive Committee of the Debtors who are authorized Board of Trustees subject, however, to make such appointmentthe 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 applicable law. (c) The Manager shall cause Gund to devote substantially all his business time Xxxxxxx shall, upon the request and subject to the performance of services for the Debtors hereunder on behalf direction of the Manager. AdditionallyPresident and Chief Executive Officer, the Manager will have the right to use serve as a director or officer of, or perform such additional personnel that other duties and services as may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval requested for and with respect to, any of the Board. Company's Subsidiaries. Unless such compensation is also provided to other inside (demployee) In undertaking to provide the services set forth hereindirectors specifically on account of their service as directors, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Xxxxxxx shall not be conditioned upon entitled to receive additional compensation on account of his services as a director or officer of any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view Subsidiary of the Debtors' present circumstancesCompany for which he is requested to serve as a director or officer. As used in this Agreement, the Debtors acknowledge that Gund andterms "Subsidiary" and "Subsidiaries" shall mean, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequentlyany entity, any corporation, partnership, limited liability company or other business entity in which the depth subject entity has the power (whether by contract, through securities ownership, or otherwise and whether directly or indirectly through control of their analysis one or more intermediate Subsidiaries) to elect a majority of board of directors or other governing body, including, in the case of a partnership, a majority of the information on which their decisions will be based may be limited in some respects due to the availability board of information, time constraints and directors or other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf governing body of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitygeneral partner. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) 3.1 The Debtors represent Employee shall be employed in the post of Managing Director or in such other capacity as the Company may from time to time reasonably require. The Employee will report directly to the Manager that its Board of Managers (the "Board") has duly approved the retention President and CEO of the Manager and approved Company. The Employee’s responsibilities will include such duties as are in the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer reasonable opinion of the Debtors. The Manager will assign Gund Company appropriate to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance post of Managing Director or in the event of a change in the capacity in which the Employee is employed by the Board in accordance with the Debtors' operating agreements and the Bankruptcy CourtCompany pursuant to this Clause 3.1, such new capacity. As Chief Financial Officer, Gund The Employee will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time expected to carry out the duties assigned under this Employment Agreement in a proper, loyal and efficient manner and to use best endeavours to promote the interests and reputation of the Company and to do nothing which could be considered as harmful to the Company. The Employee shall obey the reasonable and lawful orders of the Company, given by or with the authority of the Company’s Board of Directors, and shall comply with all the Company’s rules, regulations, policies and procedures from time to time in force. 3.2 The Employee accepts that the Company may, at its discretion, assign to the Employee other duties or tasks not within the scope of services outlined herein upon prior approval the Employee’s normal duties, (including, without limitation, the carrying out of specific projects unrelated to the BoardEmployee’s normal duties), in addition to, or in place of, the Employee’s normal duties, it being understood that no duties will be assigned to the Employee which the Employee cannot reasonably perform. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. 3.3 The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, Employee may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis in pursuance of the information on which their decisions will be based may be limited in some respects due duties assigned under this Employment Agreement to the availability of informationperform services for any Associated Company and, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Managerwithout further remuneration (except as otherwise agreed), to rely on information disclosed or supplied accept any such position in any Associated Company which is consistent with the Employee’s position with the Company, as the Company may from time to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiestime reasonably require. The Company understands that Gund may at its sole discretion assign the Employment to any Associated Company on the same terms and conditions as set out herein. 3.4 The Company hereby reserves the Manager's right, from time to time, to appoint any other personnel will coordinate with Debtors' other officers and professionals person or persons to cause Debtors to effectively communicate act jointly with the Debtors' creditors Employee in this appointment and their respective professionals as to appoint any other person or persons to act in a capacity senior to the status of operations and the Debtors' restructuring plansEmployee.

Duties. During the Employment Term, Xxxxxxxxx shall faithfully perform the duties of President and Chief Executive Officer to the best of his ability and shall devote substantially all of his working time and efforts to the affairs of the Company; provided, however, that he may also (a) The Debtors represent to serve on such boards of a reasonable number of other business entities, trade associations and/or charitable organizations as the Manager that its Board of Managers Directors of the Company (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreementmay reasonably approve, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject engage in charitable activities and community affairs and (c) manage his personal investments and affairs, provided that such activities do not interfere with the proper performance of his duties and responsibilities under this Agreement; and further provided that Xxxxxxxxx may serve on the board of directors of Xxxxxx Innovative Software ("Xxxxxx") so long as such activities do not interfere with the proper performance of his duties and responsibilities under this Agreement and so long as Xxxxxxxxx is not involved in the day to day activities of Xxxxxx. Xxxxxxxxx shall report solely to the Board's assignment , shall have the authority and responsibilities customarily associated with the positions of certain President and Chief Executive Officer of a publicly held corporation, and shall perform such duties relating to the management and operations of the following functions Company, consistent with the foregoing, as may from time to other of the Debtors' officers or reservation of certain functions time be assigned to him by the Board, Gund (in his role as Chief Financial Officer) . Xxxxxxxxx shall not be authorized to make decisions, in consultation assigned duties or responsibilities materially inconsistent with the Debtors' Chief Executive Officerforegoing duties and responsibilities provided that in the event Xxxxxxxxx is assigned duties which he believes are materially inconsistent with such duties, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment provide to the Board and serve as written, detailed notice of such inconsistencies, whereupon the Board, without causing a member breach of the Board if requested by representatives of the Debtors who are authorized this Agreement with respect thereto, shall have 10 days within which to make an appropriate adjustment to eliminate any duties which it determines to be inconsistent with such appointmentduties. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Employment Period, the Executive (i) shall serve as _________________ of the Companies, (ii) shall report directly to an officer of the Manager that its Board of Managers Companies (the "BoardSUPERVISING OFFICER") has duly approved who shall be selected by the retention Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of the Manager Board and/or the Supervising Officer have such authority and approved perform in a diligent and competent manner such duties as may be assigned to the terms of this AgreementExecutive from time to time by the Board and/or the Supervising Officer and (iv) shall devote the Executive's best efforts and such time, including attention, knowledge and skill to the appointment of Gund as the Chief Financial Officer operation of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required business and affairs of the ManagerCompanies as shall be necessary to perform the Executive's duties. During the Employment Period, the Executive's place of performance for the Executive's duties and responsibilities shall be at the Companies' corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies' business or as may be reasonably required by the Companies. (b) Subject Notwithstanding the foregoing, it is understood during the Employment Period, subject to the Board's assignment any conflict of certain interest policies of the following functions to other Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive's duties and responsibilities hereunder, (ii) make and manage personal investments of the Debtors' officers or reservation of certain functions by the BoardExecutive's choice, Gund and (in his role as Chief Financial Officeriii) shall be authorized to make decisions, in consultation with the Debtorsprior consent of the Companies' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) which shall not be conditioned upon any particular results being achieved by unreasonably withheld, serve on the Manager but only final Bankruptcy Court approval at the conclusion board of this engagementdirectors of one (1) for-profit business enterprise. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to During the Manager that its Board Employment Period, Executive shall serve as Senior Vice President, Finance and Chief Financial Officer; provided that, effective as of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this AgreementJanuary 5, including the appointment of Gund 2009, Executive shall serve as the Executive Vice President, Chief Financial Officer and Chief Operating Officer. The Company may promote Executive to another appropriate position during the Employment Period. Executive shall render such business and professional 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 DebtorsCompany. The Manager will assign Gund Executive shall, at all times, report to serve as the Co-Chief Financial Officer to act in Executive Officers and/or the managerial capacities to carry out other services required Board of Directors of the Manager. (b) Subject Company and no other individuals within the Company, and all information technology, planning, corporate finance and accounting employees of the Company shall be responsible to report to Executive or such other individuals as she designates. Executive’s principal place of employment shall be the offices provided by the Company located in Los Angeles, California, but it is understood and acknowledged that the performance of her duties will require Executive to travel outside Los Angeles. Executive, however, shall not be required, without her consent, to 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, Executive shall devote her best efforts and abilities to the Board's assignment performance of certain her duties on behalf of the following functions Company and to other the promotion of its interests consistent with, and subject to, the strategies, policies and directions of the Debtors' officers or reservation of certain functions by Co-Chief Executive Officers and the Board. Notwithstanding the foregoing, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In civic and charitable activities, may manage her personal investments and may serve on the performance boards of the foregoing functionsany public or private companies, Gund shall report trade organizations or professional associations; provided that prior to the Board. In addition agreeing to the above, Gund will accept an appointment to the Board and serve as a member of the board of directors of any other entity, Executive shall discuss her intentions to do so with the Board if requested by representatives of Directors of the Debtors who are authorized Company. The Company may nominate Executive to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to serve on the performance Board of services for Directors during the Debtors hereunder on behalf of Employment Period in the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval discretion of the Board. (d) In undertaking to provide the services set forth herein’s Nominating and Governance Committee. If Executive is so nominated and elected, the Manager does not guarantee or otherwise provide any assurances Company agrees that thereafter it will succeed in restoring use its reasonable best efforts to cause Executive to continue to be nominated to serve on the Debtors' operational and financial health and stability or that there will be a successful reorganization under Board of Directors during the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view remainder of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityEmployment Period. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Employee shall, serve as, and have all power and authority inherent in the offices of President, vFinance Investments, Inc., Retail Brokerage Division reporting to the Manager that its Board CEO and Chairman of Managers vFinance Investments, Inc. ("Management"). The Employee shall be responsible for those areas in the "Board") has duly approved the retention conduct of the Manager business reasonably assigned to him consistent with responsibility for the over-all growth and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer profitability of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required retail brokerage operations of the Manager. (b) Subject Company including trading to the Board's assignment of certain of extent it impacts upon the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) retail brokerage operation and including retail investment banking operations. Employee shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of devote on a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all full time basis his business time and efforts to the business of the Company; provided, however, that it is understood and agreed that, while Employee may devote time to other business matters in which he has an interest and may be an officer or director of other companies (including JSM Capital Holding, Corp.) that have no conflicts of interest with the Company, in the event of a conflict, Employee's first and primary responsibility shall be to the full time performance of services his duties for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesCompany. The Company understands that Gund Employee has also executed an Independent Contractor Agreement with the Company, and the ManagerCompany understands and agrees that Employee will also be performing services as an Independent Contractor. The Company agrees that the performance of such services as an Independent Contractor shall not be deemed a conflict of interest hereunder provided that the Employee continues to diligently perform his duties hereunder. Employee agrees that in the performance of his duties hereunder, the employee in the routine conduct of his duties will be performed at either the JSM Capital Holding, Corp. ("JSM") offices in New York, New York or the Company's office located in Boca Raton, Florida. The Employee shall be reimbursed for reasonable travel, lodging, and meal expenses for work and travel to Boca Raton, Florida. The Company recognizes that from time to time the employee in his reasonable judgment may perform services required of him hereunder, off-site by means of telephone, facsimile, electronic mail or other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plansappropriate means.

Duties. (a) The Debtors represent to During the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms Term of this Agreement, including the appointment of Gund as the Chief Financial Officer of the DebtorsXx. The Manager will assign Gund Xxxxxxxx agrees to serve as Chief Financial Officer non-executive Chairman of the Board and the Company agrees to act retain Xx. Xxxxxxxx in such capacity. Xx. Xxxxxxxx shall have the normal duties, responsibilities and authority of such position, as set forth in Article 6.06 of the Bylaws of the Company, attached to this Agreement as Exhibit A, subject to the power of the Board to expand or limit such duties, responsibilities and authority in a manner consistent with the foregoing. Xx. Xxxxxxxx shall devote reasonable time and efforts in the managerial capacities discharge of his duties and, among other things, shall use his best efforts to carry out other services required attend each and every meeting of the Manager. (b) Board and of any committee of the Board on which he serves and to otherwise meet with and be available periodically to consult with the Company’s senior management as and when appropriate or reasonably requested by the Board. Subject to the Board's assignment of certain foregoing, Xx. Xxxxxxxx shall devote sufficient time and efforts to the affairs of the following functions Company and the performance of his obligations under this Agreement, but shall not be required to other follow any formal schedule of duties or assignments or any specified time commitment or to perform the Debtors' officers duties at any particular location. In the interest of clarity, the parties acknowledge that Xx. Xxxxxxxx shall not be required to devote full time or reservation efforts to the Company in performance of certain functions by such duties. The services of Xx. Xxxxxxxx to the BoardCompany are not deemed to be exclusive, Gund (in his role as Chief Financial Officer) and Xx. Xxxxxxxx shall be authorized free to make decisions, engage in consultation any other business or to render similar services to others unless and except to the extent that such other activities or services unreasonably interfere with the Debtors' Chief Executive Officer, with respect ability of Xx. Xxxxxxxx to all aspects of the financial management of the Debtors' business perform his duties and oversight of the bankruptcy process includingresponsibilities under this Agreement. In particular, but not limited toby way of limitation, Bankruptcy Court reporting requirementsthe Company acknowledges and agrees that as of the Effective Date, development (i) Xx. Xxxxxxxx serves on the Boards of a plan Directors of reorganizationLuminex Corporation and PATHCare, disclosure statementInc., claims managementand related entities, managing outside professionals and (Huron Consulting Groupii) Xx. Xxxxxxxx, through his consulting company, has been engaged to provide services to New Mountain Capital, L.L.C. and such other areas as he affiliated entities. Xx. Xxxxxxxx may identifyengage independently or with others, for his own account and for the accounts of others, in such manner as he deems necessary or appropriate in his sole discretion consistent with the other business judgment rule ventures and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements activities of every nature and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesdescription. The Company understands that Gund shall not have any rights or obligations by virtue of this Agreement in and to Xx. Xxxxxxxx’x independent ventures and activities or the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plansincome or profits derived therefrom.

Duties. The Company hereby employs Executive to be Co-Chief Executive Officer of Catalink Direct, Inc. (a) The Debtors represent "Catalink"), and Corporate Executive Vice President of the Company. Executive shall report directly to Xxxxxx X. Xxxxxxx as the Chairman of Catalink and in addition, as the Chairman and Chief Executive Officer of Elcom International, Inc. ("Chairman"). During the course of his employment, Executive shall have responsibility to perform such duties, consistent with such 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 Manager business activities and welfare of the Company except as otherwise mutually agreed. The Company recognizes that its Board the Executive can perform a significant amount of Managers his duties via telephone and electronic mail from any location; however, as 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 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 U.S. operations, subject to consent where appropriate with the Chairman, on any significant issues relating to Catalink's U.S. sales or operations. When the Executive 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 CEO for Catalink (U.S.). Executive understands that when said search is successfully completed, Executive's duties and responsibilities will change, as defined by the Chairman who, as in the Original Agreement, reserves the right to reassign duties of the Executive 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 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 "BoardChange Date") has duly approved ), Executive will cease to be the retention President and Co-CEO of Catalink and will continue as a Corporate Executive Vice President of the Manager Company. At such time, Executive's responsibilities will initially be to direct and approved review the terms of this Agreementstrategies, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business policies and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the operational performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCatalink's non-U.S. operations. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to During his employment with the Manager that its Board of Managers (the "Board") has duly approved the retention Company, Executive will serve as an executive officer of the Manager Company, and approved the terms of this Agreement, including the appointment of Gund initially as the Chief Financial Executive Officer and President of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy CourtCompany. As Chief Financial OfficerExecutive Officer and President, Gund will be part Executive shall have the general powers and duties of Debtors' senior supervision and management team and as such will be involved usually vested in key operating decisions. In the performance office of the foregoing functions, Gund shall Chief Executive Officer and President of a corporation. Executive will report directly to the BoardChairman 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 position and such other duties as the Company's Board of Directors may reasonably specify from time to time, not inconsistent with the principal duties specified above. Executive will perform his duties in accordance with the Company's policies and procedures, Gund as from time to time in effect. Executive will accept an appointment act diligently, in good faith and in the best interests of the Company and in a manner designed to enhance the business reputation and success of the Company. Except with the prior written consent of the Company's corporate parent, Executive will not engage in any other employment or activity that conflicts with or impairs the performance of his obligations as a full-time employee of the 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 warrants to the Board Company that he 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 serve as a member procedures of the Board if requested by representatives Company and Xxxxxx American Checks, Inc., and in a manner consistent with past practices of the Debtors who are authorized to make such appointmentCompany: (i) Executive will establish pricing on all products and services of the Company offered or sold as of the date of this Agreement. (cii) The Manager shall cause Gund to devote substantially all his business time to Executive will set the performance of services compensation structure for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the BoardCompany's sales employees. (diii) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there Executive will be a successful reorganization under responsible for the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation hiring and reimbursement termination of expenses Company employees, provided: (as specified below under Section 4(aA) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval Each employee is employed on an "at the conclusion of this engagementwill" basis. (eB) In view Executive may only terminate a direct report with the consent of the Debtors' present circumstancesCEO of Xxxxxx American Checks, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions Inc. (iv) Executive will be based may be limited in some respects due to responsible for the availability implementation of informationstrategic, time constraints marketing and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them financial plans approved by the Debtors' officers, employees and representatives without verification or warranty Board of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate Directors in accordance with the Debtors' creditors established practices of Xxxxxx American Checks, Inc. and their respective professionals as to the status of operations and the Debtors' restructuring plansits Affiliates.

Duties. During the Term of Employee’s employment by Employer: a. Employee shall have the position of Title and will have the responsibilities, duties and authority consistent with such position, and as defined and as limited by Employee’s supervisor. b. Employee shall concentrate Employee’s activities during the Term on: (ai) The Debtors represent leading various strategic initiatives at the firm under the direction of the CFO and XXX; and (ii) such other responsibilities, consistent with Employee’s position, as may reasonably be assigned to Employee by Employer from time to time. c. Employee shall devote Employee’s energies, attention, reasonable best efforts and full and exclusive business time to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight affairs of the bankruptcy process includingXxxxxxx, but not limited to, Bankruptcy Court reporting requirements, development provided that nothing in this Agreement shall preclude Employee from: (i) engaging in personal investment activities (subject to Xxxxxxx’x xxxxxxx xxxxxxx and conflict of a plan of reorganization, disclosure statement, claims management, managing outside professionals interest policies); (Huron Consulting Groupii) and such other areas as he may identify, engaging in such manner as he deems necessary or appropriate activities consented to by Employer in his its sole discretion consistent with the business judgment rule and subject pursuant to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy CourtSection 2.f. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve below; (iii) serving as a member of the Board if requested by representatives board of directors of the Debtors who are authorized to make companies named on Schedule A hereto, if any; or (iv) engaging in charitable, professional and/or community activities, in each case so long as such appointmentactivities do not materially conflict or interfere with the proper performance of Employee’s duties hereunder. (c) The Manager d. Employee acknowledges and agrees that during the Term Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Xxxxxxx and Employer and to do no act that would knowingly injure the business, interests or reputation of Employer or Xxxxxxx. In keeping with these duties, Employee shall cause Gund make full disclosure during the Term to devote substantially Employer of all his significant business time opportunities that pertain to Xxxxxxx’x business, and Employee shall not appropriate for Employee’s own benefit business opportunities concerning the performance of services for the Debtors hereunder on behalf subject matter of the Manager. Additionallyfiduciary relationship or that might benefit Carlyle, which business opportunities Employee learned of during the Term. e. Employee shall at all times comply with: (i) all applicable laws, rules and regulations that are related to Employee’s duties and responsibilities assumed hereunder and (ii) all corporate and business policies and procedures of Xxxxxxx and Employer that are applicable to employees in Employer’s U.S. office locations, including, without limitation, the Manager will have New York Attorney General’s Public Pension Fund Reform Code of Conduct (the right to use such additional personnel that may be necessary to devote sufficient time to carry out “Pension Code of Conduct”). f. Employee shall not, without the scope of services outlined herein upon prior written approval of Employer in its sole discretion, receive compensation or any direct or indirect financial benefit for services rendered during the BoardTerm to any Person other than Employer. (d) In undertaking x. Xx connection with Employee’s execution of this Agreement, Employee shall execute and deliver to provide Xxxxxxx the services certification attached hereto as Schedule B. Employee understands and acknowledges that Employer and Xxxxxxx are relying on the certifications and covenants set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be therein as a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of basis for their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate compliance with the Debtors' creditors Pension Code of Conduct and their respective professionals as that the accuracy of, and Employee’s continued compliance with, such certifications and covenants are conditions to the status of operations and the Debtors' restructuring plansEmployee’s continued employment.

Duties. (a) The Debtors represent a. During the Employment Period, the Employee shall perform such duties and exercise such powers relating to the Manager that its Board of Managers (the "Board") has duly approved the retention Company as are commensurate with those of the Manager position described and approved shall have such other duties and powers as the terms of this AgreementCompany’s Chief Executive Officer shall from time to time assign to the Employee, including the appointment by way of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Boardexample, Gund (in his role as Chief Financial Officer) shall be authorized to make decisionsbut not limitation, in consultation with the Debtors' Chief Executive Officer, duties with respect to the Company, and if acceptable to the Employee, Parent or any Parent Subsidiary (defined below). b. During the Employment Period, the Employee shall devote all aspects of his working time during normal business hours and his best efforts and ability to the business of the financial management Company, shall faithfully and diligently perform the duties of the Debtors' Employee’s employment with the Company and shall do all reasonably in his power to promote, develop and extend the business and oversight of the bankruptcy process includingCompany. c. During the Employment Period, but the Employee shall not, except as a representative of the Company or with the written consent of the Company, be directly or indirectly engaged, concerned or interested in the conduct of any other business competing or likely to compete with the Company, Parent or any Subsidiary of Parent (“Parent Subsidiary”); provided, that notwithstanding anything contained in this Agreement to the contrary, the Employee shall not limited be precluded from devoting a reasonable amount of his time to, Bankruptcy Court reporting requirements, development : i. Serving with the prior written approval of the Company as a director or member of a plan committee of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent any organization involving no conflict of interest with the business judgment rule and subject to appropriate governance by of the Board in accordance Company, Parent or Subsidiary; and ii. Managing his personal investments; provided, that such activities shall not materially interfere with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the Employee’s performance of his duties hereunder. d. The Employee shall be employed at the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member offices of the Board if requested by representatives Company located in Elmwood Park, New Jersey; provided that the Employee acknowledges and agrees that the proper performance of these duties may make it necessary to spend reasonable periods of time in other locations. “Subsidiaries” means all those corporations, associations or other business entities of which Parent either (i) owns or controls fifty percent (50%) or more of the Debtors who are authorized outstanding equity securities either directly or through an unbroken chain of entities as to make such appointment. each of which fifty percent (c50%) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf or more of the Manager. Additionallyoutstanding equity securities is owned directly or indirectly by its parent (provided, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon included any particular results being achieved by such entity the Manager but only final Bankruptcy Court approval at equity securities of which are owned or controlled in a fiduciary capacity); (ii) in the conclusion case of this engagement. partnerships, serves as a general partner; (eiii) In view in the case of a limited liability company, serves as a manager or a managing member; (iv) otherwise has the ability to elect fifty percent (50%) or more of the Debtors' present circumstancesdirectors, trustees, managers, or managing members thereof; or (v) under GAAP consolidates in its financial statements or accounts for under the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityequity method. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund Executive shall act as the Chief Financial Executive Officer of the DebtorsCompany and shall report to the Company’s Board of Directors (the “Board”). The Manager Executive will assign Gund be responsible for managing and directing the Company’s operations and for such duties as may be assigned to serve as Chief Financial Officer him from time to act in time by the managerial capacities to carry out other services required Board, and the Executive shall perform and discharge such duties diligently and faithfully, provided that such duties are consistent with the Executive’s position at the Company. Except when on vacation or for special circumstances, the Executive shall use his best efforts to, on a full-time basis, be (i) physically present (a) at the Company’s headquarters or (b) at another of the ManagerCompany’s offices, or (ii) traveling on behalf of the Company. The Executive acknowledges that his position will require extensive travel. (b) Subject If the Board in writing directs the Executive to move his primary residence to the Board's assignment of certain vicinity of the following functions Company’s Jacksonville headquarters within nine months of October 9, 2006, the Executive shall move his primary residence to other the vicinity of the Debtors' officers or reservation Company’s Jacksonville headquarters within one year after October 9, 2006; provided the Company and Executive have in good faith negotiated a mutually acceptable relocation package for Executive. If the Board in writing directs the Executive to move his primary residence to the vicinity of certain functions by the Company’s Jacksonville headquarters later than nine months after October 9, 2006, but not later than two years after October 9, 2006, the Executive shall move his primary residence to the vicinity of the Company’s Jacksonville headquarters within three months of the Board’s request; provided the Company and Executive have in good faith negotiated a mutually acceptable relocation package for Executive. Notwithstanding the foregoing, if the Executive moves his primary residence at the direction of the Board, Gund the Company shall pay directly or reimburse Executive for the reasonable costs and expenses of relocating, including without limitation, (i) travel, transportation, meals, temporary lodging and similar related moving expenses, and (ii) closing costs, real estate commissions, attorney’s fees and other similar costs reasonably incurred by Executive in his role as Chief Financial Officer) the relocation. All expenses subject to income tax shall be authorized grossed up such that the state and federal tax effect to make decisions, Executive is zero. The Company and the Executive agree to work in consultation good faith to minimize the potential gross-up to the extent consistent with applicable laws and regulations. Executive shall not be required to relocate to the Debtors' Chief Executive Officer, with respect to all aspects vicinity of the financial management of the Debtors' business and oversight of the bankruptcy process includingCompany’s Jacksonville headquarters until his home in Chicago, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by Illinois is sold. If the Board in writing directs the Executive to move his primary residence in accordance with the Debtors' operating agreements foregoing provisions, the Executive covenants and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as agrees to use his best efforts to sell such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentprimary residence. (c) The Manager Executive shall cause Gund to devote substantially all his full business time time, attention, skills and energies to the performance of services for his duties hereunder and to the Debtors hereunder on behalf promotion of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval business of the Board. (d) In undertaking Company. The Executive may not, during the Employment Period, be employed or engaged in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, which would not allow him to provide contribute his full business time, attention, skills and energies to the services set forth herein, performance of his duties hereunder and to the Manager does not guarantee or otherwise provide any assurances that it will succeed promotion of the business of the Company without the written consent of the Chairman of the Company. Nothing in restoring the Debtors' operational and financial health and stability or that there this paragraph will be a successful reorganization under construed as preventing the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall Executive from investing his personal assets in businesses which do not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate compete with the Debtors' creditors Company and their respective professionals as to engaging in not-for-profit and civic activities that do not interfere with the status of operations and the Debtors' restructuring plansExecutive’s duties hereunder.

Duties. (a) The Debtors represent IXX.0 Xxxxxg the Employment Period EMPLOYEE shall serve in the Office of EVPP and perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as EVPP of NetStairs.com, Inc. III.2 EMPLOYEE shall be entxxxxx xx xxxx ALL normal executive level management decisions of the COMPANY, that involve matters within the COMPANY's usual course of business and are duties customary for the employee in his or her capacity of EVPP. EMPLOYEE's authority to manage the Manager that its COMPANY shall be subject to review and direction from his or her immediate manager, if any, or by the Board of Managers (the "Board") has duly approved the retention Directors of the Manager Company. Compensation paid to employees of the COMPANY shall be at industry standards. Bonuses, if any, for said employees shall be based on the individual employee's performance and approved tied to a formula adopted by the terms COMPANY's Board of Directors. III.3 During the term of this Agreement, including Although EMPLOYEE is involved in managing other businesses, EMPLOYEE shall devote primarily majority of his time, energy, and skill to the appointment of Gund as the Chief Financial Officer service of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act COMPANY and the promotion of COMPANY'S interests, and shall use his best efforts in the managerial capacities performance of his services hereunder. EMPLOYEE agrees to carry out other services required of the Manager. (b) Subject abide by all rules and regulations established from time to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions time by the Board; and all commissions, Gund (fees or other income earned and received by EMPLOYEE, if any, in his role as Chief Financial Officer) furtherance of the business of Company, or its affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be authorized accepted by EMPLOYEE for the account of Company, and shall be remitted to make decisionsCompany within three (3) days of EMPLOYEE's receipt thereof. III.4 EMPLOYEE may, in consultation with the Debtors' Chief Executive Officerif elected, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process includingwithout additional compensation, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance unless expressly approved by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance Directors of the foregoing functionsCOMPANY, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member director of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCOMPANY. (c) III.5 The Manager services of EMPLOYEE shall cause Gund to devote substantially all his business be rendered in such places and localities as the COMPANY may require from time to the performance of services for the Debtors hereunder time, and he shall do such traveling on behalf of the Manager. Additionally, COMPANY as may reasonably be required consistent with the Manager will have historical requirements of the right to use office of EVPP of the COMPANY. III.6 EMPLOYEE shall comply with all COMPANY policies for the employees as such additional personnel that policies may be necessary to devote sufficient exist from time to carry out the scope of services outlined herein upon prior approval of the Boardtime. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. Initially, employee shall serve as the President 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 certain other parties thereto (the "Merger Agreement") until such time that members of the Acquiror Group have consummated Liberty Practice Acquisitions representing $10,000,000 in Practice Gross Revenues. Upon consummation by members of the Acquiror Group of Liberty Practice Acquisitions representing $10,000,000 in Practice Gross Revenues, the duties and powers of the Employee will be expanded to include the duties and authority of the President, Chief Executive Officer and Chairman of the Board of the Company as delineated in the Company's Bylaws and as may otherwise be specified by the Company's 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 best efforts to the performance of his duties to the Company. All of the Employee's powers and authorities shall be subject to the reasonable direction and control of the Company's Board of Directors ("Board"). Employee acknowledges that the executive offices of the Company will be 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) The Debtors represent to Upon the Manager that its Board of Managers (the "Board") has duly approved the retention consummation by members of the Manager and approved Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $10,000,000 in Practice Gross Revenues until the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer acquisition by members of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $25,000,000 in Practice Gross Revenues, Employee shall establish and maintain a residence in the managerial capacities to carry out other services required Phoenix, Arizona area and the Company shall provide Employee a living allowance of the Manager$1,500 per month. (b) Subject to the Board's assignment of certain Employee agrees that upon consummation by members of the following functions to other Acquiror Group of Liberty Practice Acquisitions representing a cumulative total of $25,000,000 in Practice Gross Revenues, Employee shall establish and maintain his principal residence in the Debtors' officers or reservation of certain functions by the BoardPhoenix, Gund (in his role Arizona area. Company shall reimburse Employee for relocation costs as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements set forth on Exhibit B and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager Company will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' no further obligation to pay to Employee the Manager's compensation and reimbursement of expenses living allowance provided for in subparagraph (as specified below under Section 4(a) and 4(b) and Section 4(ca), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the term of the Executive's employment hereunder the Executive shall serve and the Company shall employ the Executive as Vice President 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 Manager that its Board of Managers (Executive by the "Board") has duly approved the retention directors, Chairman of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer Board or President of the DebtorsCompany. The Manager will assign Gund Executive hereby accepts such employment and agrees to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Managerperform such services. (b) Subject The Executive shall devote substantially all of his time, attention and energies during business hours to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund his duties hereunder. The Executive shall report give advance written notice to the Board. In addition to the above, Gund will accept an appointment to Chairman of the Board and serve as a member President of the Board if requested by representatives of the Debtors who are authorized to make such appointmentany intended active involvement in any other business enterprise. (c) The Manager Executive shall cause Gund cooperate with the Company, including taking such medical examinations as the Company reasonably shall deem necessary, if the Company shall desire to devote substantially all his business time obtain medical, disability or life insurance with respect to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the BoardExecutive. (d) In undertaking to provide the services Except as hereinafter set forth hereinforth, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Executive shall not be conditioned upon any particular results being achieved 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 Manager but only final Bankruptcy Court approval at Company of its entire interest in the conclusion 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 to relocate. If Executive elects not to relocate, Executive's employment by the Company will be deemed terminated on the 90th day after such written notice is given by the Company. The failure of this engagement. (e) In view 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 shall be deemed to have terminated automatically upon expiration of the Debtors' present circumstancesaforesaid 90 day period. In the event that Executive's employment is terminated pursuant to this Section 1(d), the Debtors acknowledge that Gund and, Executive will then have 180 days from such termination date within which to the extent necessary the Managerexercise all non-incentive options vested prior to any termination pursuant to this Section 1(d) and Executive's other personnel, may be required "rollover options" existing prior to make decisions with respect any termination pursuant to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel this Section 1(d) shall be entitled, exercisable in performing accordance with their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityterms. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. The Intermediary undertakes and agrees with Friends First that he will at all times during the continuance in force of this Agreement observe and perform the terms and conditions set out in this Agreement and in particular:- (i) will exercise due skill and care in the performance of his obligations under this Agreement and in giving any advice in relation to Insurance Products and/or related products to any third parties; (ii) will not act or hold himself out to be an agent of Friends First but shall be deemed to be acting on his own account in all dealings with Policyholders or other members of the general public. In particular and without prejudice to the generality of the foregoing, the Intermediary shall not:- (a) bind Friends First to any contract or agreement or hold himself out as being in a position to do so; or (b) issue a receipt for any monies received which purports to have been issued for or on behalf of Friends First; (iii) will comply fully with all relevant legislation and regulations (including, without limitation, the Acts and the Compensation Act). At all times, the Intermediary must keep himself informed of all requirements of the said legislation and regulations; (iv) will comply with the provisions of Data Protection Legislation, as amended from time to time in order to protect the interests of the Policyholders; (v) will comply fully with the Handbooks issued by IFSRA and the Code of Conduct. The Intermediary must keep himself informed of the requirements of such Handbooks & Code of Conduct; (vi) will not accept Proposals on behalf of Friends First, other than subject to confirmation and acceptance by Friends First and subject to the conditions of Friends First in respect of the Insurance Products to which the Proposal relates for the time being operative and will not make any promises representations warranties or guarantees with reference to the Insurance Products which will seriously undermine the relationship between Friends First and the Policyholder except such as are consistent with those given by Friends First in respect of such products; (vii) will use in connection with the Insurance Products provided by Friends First only such documentation (including quotations and illustrations) as are accurate and consistent with the terms and conditions attaching to such products provided that Friends First shall be responsible for the accuracy and consistency of such documentation as is provided by Friends First; (viii) will pay without demand, deduction or set off, all sums received by him on behalf of Friends First as soon as practicable and in any event within fourteen days of receipt of such sums; (ix) will not incur any liability on behalf of Friends First or in any way pledge or purport to pledge the credit of Friends First or accept any order or make any contract binding upon Friends First; (x) will not procure or endeavour to procure any person to complete Proposals in relation to any life assurance contract or any financial arrangement or agreement involving a life assurance contract unless the contract is issued or is to be issued by a properly authorised life assurance company with which he has a current written letter of appointment allowing him to arrange insurance contracts on behalf of his clients with such company or where he holds an appointment in writing from another insurance intermediary to transact such business; (xi) will not use any marketing or sales techniques which are calculated to bring into disrepute the name of or the goodwill attaching to Friends First or any of Friends First's Insurance Products; (xii) will inform Friends First as soon as is practicable if there are any changes to the following: (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention business name or corporate / legal status of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager.Intermediary, (b) Subject to the Board's assignment of certain The director, partners, principals of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment.business, (c) The Manager shall cause Gund to devote substantially all his appointments held by the Intermediary from other Insurance Companies, (d) The Intermediary’s status under the Investment Intermediaries Xxx 0000 and/or the European Communities (Insurance Mediation) Regulations 2005or any amending or replacement Regulations thereto, (e) The Intermediary’s membership of a recognised body of Insurance Brokers, (f) The business time to the performance of services for the Debtors hereunder on behalf address, telephone number or fax number of the Manager. AdditionallyIntermediary. (xiii) will inform Friends First of all material information he has received concerning a Proposal which information he has reason to believe was not adequately disclosed in the relevant Proposal submitted to Friends First, within seven days of becoming aware that such information was not adequately disclosed in the Manager relevant proposal; (xiv) where appropriate, will keep and maintain a separate bank account designated a ‘Client Premium Account’ and operate such account in accordance with the provisions of the Acts; (xv) will have the right to use assign, transfer or bequest in any manner his rights and obligations under this Agreement to an Intermediary provided that Friends First has given its prior written consent to such additional personnel that may assignment, transfer or bequest which consent shall not be unreasonably withheld. (The personal representative of the Intermediary will have a period of 90 days following the issue of the grant of representation to the estate of the Intermediary to apply to Friends First for the said consent). Friends First will endeavour to respond to a request for consent within 14 days approving, declining or seeking further information on this request and will respond within 7 days of receiving further information sought on the matter. It will not be necessary to devote sufficient time obtain the consent of individual Policyholders prior to carry out the scope of services outlined herein upon prior approval of the Board.Intermediary exercising this right, unless required by law to do so; (dxvi) In undertaking will provide Friends First with such information in its possession as a reasonable and prudent Insurer would require to provide assess the services set forth hereinrisks and underwrite the policies of insurance proposed; (xvii) will be, and will ensure that all employees, agents or representatives retained by him are, of such quality and are subjected to such training and supervision as is necessary to prevent a breach of this Agreement. During the term of this Agreement, the Manager does not guarantee Intermediary will be, and will ensure that all employees, agents or otherwise provide representatives retained by him are properly qualified in accordance with any assurances that it will succeed Minimum Competency standards set by IFSRA; and (xviii) will, as agent for the client, be responsible for the identification procedures required in restoring connection with the Debtors' operational purchase of any product of or distributed by Friends First in accordance with the provisions of relevant European Council Directives, the Criminal Justice Act 1994 (as amended) and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceedingany guidance notes issued by IFSRA. The Debtors' obligation to pay the Manager's compensation and reimbursement Intermediary will forward such evidence secured by it upon request of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementFriends First where required for commercial or legislative reasons. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) During the Term, you will serve as the Chairman and Chief Executive Officer of CBS (“Chairman & CEO”). You shall have the authority, duties and responsibilities no less expansive than any chairman and chief executive officer of any divisions of the Company or its subsidiaries and as otherwise set forth in this paragraph 2(a). All of the business units and divisions identified on Schedule A hereto (the “CBS Businesses”)3 and department heads supporting the CBS Business identified on Schedule A shall report directly to you. The Debtors represent heads of HR/Diversity, Communications, Legal and Finance who support the CBS Businesses shall report directly to you as well as to the Manager appropriate corporate-wide heads of those subject areas (for example, the Communications head for the CBS Businesses shall report to you as well as to the Communications head for the Company); provided that its Board of Managers (the "Board") has duly approved the retention termination of the Manager and approved employment 1 NTD: Effective Date to be the terms of this Agreement, including the appointment of Gund same as the closing of Project March (so long as such date is prior to February 1, 2020 or such later date determined in accordance with the letter agreement dated August 13, 2019 between the Company and Xxxxxx X. Xxxxxxxxx). 2 NTD: Expiration Date to be 15 months from the Effective Date. 3 NTD: For clarity, Simon & Xxxxxxxx and Showtime do not constitute CBS Businesses. Xxxxxx X. Xxxxxxxxx as of [•] of, or reduction of the compensation of, any such individual will require only your approval (subject to consultation with the other manager); it being acknowledged and agreed that the Company may retain or rehire any such individual at corporate or within any other division. However, any division that manages material non-CBS related work shall report directly to you with respect to matters related to the CBS Businesses and directly to the President and Chief Financial Executive Officer of the DebtorsCompany or his designee with respect to the non-CBS Businesses; provided that only you will have the authority to terminate the employment of, or reduce the compensation of, any such individual (subject to consultation with the other manager). You shall report directly to the President and Chief Executive Officer of the Company. The Manager will assign Gund Board of Directors of the Company (the “Board”), subject to serve Article XI of the Bylaws of the Company (the “Bylaws”), shall have (during the “Designated Period” as Chief Financial Officer to act defined in the managerial capacities Bylaws) exclusive authority to carry out other services required remove you from your position or modify your authority, duties or responsibilities, subject to your rights under this Agreement. You will work together with the President and Chief Executive Officer of the ManagerCompany to keep him reasonably apprised regarding material matters affecting the CBS Businesses and be reasonably available to respond to questions or inquiries he may have regarding the CBS Businesses. Subject to the foregoing and the Board-approved budget applicable to the CBS Businesses, as well as any required approvals and policies of the Board and applicable policies of the Company as in effect from time to time (it being understood that those policies will apply to you on a basis no less favorable to you than as applied to the chairman and chief executive officers of other business units and divisions of the Company or any of its subsidiaries), you will have final decision-making authority with respect to capital expenditures, contractual arrangements, the compensation of CBS Businesses employees, contractors and other agents and the hiring and firing of CBS Businesses employees, contractors and other agents; provided that, notwithstanding such budget and any generally applicable policies on spending limitations, you will have, following in the case of material contracts notice and consultation with the President and Chief Executive Officer of the Company, final decision-making authority with respect to any commercial contracts, programming commitments and other contracts described on Schedule B. For each applicable fiscal year of the Company, you shall submit a proposed budget for the CBS Businesses to the President and Chief Executive Officer of the Company to be recommended to the Board for approval, if approved by the President and Chief Executive Officer of the Company. (b) Subject During the period of your employment with the Company, you agree to devote your entire business time, attention and energies to the Board's assignment of certain of CBS Businesses. Notwithstanding the following functions to other of the Debtors' officers or reservation of certain functions by the Boardforegoing, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund you will be part of Debtors' senior management team permitted to engage in charitable, civic, or other non-business activities and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives board of directors of not-for-profit organizations and one for-profit organization (in the case of the Debtors who are authorized for-profit organization, subject to make the Company’s applicable conflict of interest policies) so long as such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to activities do not materially interfere with the performance of your duties and responsibilities hereunder. During the period of your employment with the Company, consistent with current and past practice, you shall render your services for the Debtors hereunder on behalf under this Xxxxxx X. Xxxxxxxxx as of the Manager. Additionally[•] Agreement from your offices as of August 1, the Manager will have the right to use 2019 at Black Rock in New York and at Studio City in Los Angeles (or such additional personnel that other offices as may be necessary to devote sufficient time to carry out mutually agreed by you and the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth hereinCompany); provided, the Manager does not guarantee or otherwise provide any assurances however, that it you will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect engage in reasonable business travel to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitylocations. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. 6.1 The Employee’s duties shall include in addition to those duties required to be performed in the normal course of his Employment, as set out in Schedule 1 to the Agreement, which Schedule constitutes part of this Agreement: (a) The Debtors represent to the Manager that undertaking all legitimate reasonable requests made by Company taking into consideration its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager.evolution over time; (b) Subject reporting his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee of Company or Group Company immediately on becoming aware of it to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member Chair of the Board if requested by representatives of Company, who is currently Xx. Xxxx Xxxxxxxx, or to the Debtors Company’s General Counsel, who are authorized to make such appointmentis currently Xx. Xxxxxxx Xxxxxx. (c) The Manager shall cause Gund comply with the rules, regulations and various policies of Company and those of the Group Company, applicable to devote substantially all his business Company, currently in force and as they are updated from time to time as notified to the performance Employee in writing, including the Code of services for Business Conduct and Ethics, a copy of which has been provided to the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board.Employee who hereby acknowledges having received and read same; and (d) In undertaking observe and adhere to provide all health and safety regulations in force from time to time. 6.2 For the services set forth hereinavoidance of doubt, the Manager does Employee’s duties are not guarantee or otherwise provide any assurances that it will succeed limited to those set out above and in restoring Schedule 1 to this Agreement, and the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Employee shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect undertake any such additional or alternative duties as Company shall reasonably assign to extraordinary measures quickly. Consequentlyhim from time to time. 6.3 In his capacity as Global Commercial Officer, the depth Employee shall devote all his business time, attention and skill to his duties hereunder, and shall at all times act in the best interests of their analysis Company on a global scale basis. The Employee shall faithfully and diligently perform such duties and exercise such powers consistent therewith. Notwithstanding the foregoing, while the Employee works from his personal residence in the United States, the Employee shall refrain from doing the action described in Schedule 2 hereto. 6.4 The Employee shall comply with all applicable Company’s rules, regulations, policies and procedures, as well as those of any Group Company applicable to Company, from time to time in force and to any applicable regulatory obligations and codes of practice whether or not such obligations are otherwise legally binding. While the information on Employee is subject to a contractual obligation under this Agreement to comply with these policies, Company nevertheless reserves the right to amend, withdraw or supplement these policies at any time. Notice of such amendment and changes, once in force, shall be given to the Employee for compliance purposes. For the avoidance of doubt, in the event that any such changes are made or additional or replacement policies are introduced, the Employee remains contractually required under this Agreement to comply with these policies, which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed amended or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityreplaced. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. Bank agrees to take such action with respect to the Accounts as shall from time to time be specified in any writing purportedly from the Account Holder or Agent as provided herein. Account Holder and the Agent agree that (a) The Debtors represent Bank has no duty to monitor the balance of the Accounts; (b)Account Holder shall have full rights to instruct the Bank with respect to the Manager that its Board of Managers Accounts and take any and all actions with respect to the Accounts (including, without limitation, making withdrawals therefrom (using checks, electronic funds transfers or otherwise)) other than during any period (a "Block Period") beginning on the date on which Agent sends Bank written notice instructing the Bank to cease honoring the Account Holder's instructions (the "BoardBlock Notice") and continuing until Bank has duly approved received subsequent instructions from Agent that such Block Notice is no longer in effect (the retention "Block Termination Notice"); during any Block Period, the Agent may at any time make withdrawals from the Accounts and take any and all actions with respect to the Accounts, and Bank is hereby authorized to honor any instructions with respect to the Accounts (including withdrawals therefrom) which purport to be from the Agent (in each case without notifying or obtaining the consent of Account Holder); (c) Bank may, without further inquiry, rely on and act in accordance with any instructions it receives from (or which purport to be from) the Agent, notwithstanding any conflicting or contrary instructions it may receive from Account Holder or the Collateral Agent, and Bank shall have no liability to the Agent, Account Holder, Lender, the Collateral Agent or any other person in relying on and acting in accordance with any such instructions; (d) Bank shall have no responsibility to inquire as to the form, execution, sufficiency or validity of any notice or instructions delivered to it hereunder, nor to inquire as to the identity, authority or rights of the Manager person or persons executing or delivering the same, and approved (e) Bank shall have a reasonable period of time within which to act in accordance with any notice or instructions from Agent with respect to the Accounts. Notwithstanding the preceding terms of this AgreementSECTION 3, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers it is expressly understood and agreed that any direction or reservation of certain functions request by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, Agent with respect to the Accounts will apply only to final and collected funds on deposit in the Accounts and the Agent shall make withdrawals from the Accounts only via fedwire or by electronic transfer to another account maintained with the Bank or another financial institution. From and after Bank has received and has had a reasonable time (not to exceed two (2) Business Days (as hereinafter defined)) to act on a Block Notice, each business day during a Block Period on which Bank is neither required nor permitted to close ("Business Day"), Bank will wire transfer to the Agent all aspects of the financial management prior Business Day's deposits into the Accounts which are (i) reasonably believed by Bank to be finally and unconditionally collected, or (ii) collected funds initially deposited in the Accounts by ACH which are no longer subject to reversal under the operating rules of the Debtors' business and oversight of the bankruptcy process includingNational Automated Clearing House Association, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.follows:

Duties. (a) The Debtors represent Mutual shall continue to employ Executive during the Manager that Employment Period as its Board of Managers (the "Board") has duly approved the retention of the Manager President and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, and Executive shall have the authority, duties, and responsibilities as are commensurate and consistent with respect to all aspects such position and title, and as provided in, Mutual's by-laws. The Parties acknowledge that as of the financial management Agreement Date, Executive also serves as President and Chief Executive Officer of Life. It is contemplated that, in connection with each annual meeting or action by written consent in lieu thereof of members (or, after any Demutualization, stockholders or their equivalent) of Mutual and of Life during the Employment Period, the members (or, if applicable, stockholders) of Mutual and of Life, respectively will elect Executive to their respective Boards. Executive shall report solely to the Board of Mutual. During the Employment Period, Executive shall be the most senior executive of Mutual and shall have broad discretion and authority to manage and direct the day-to-day affairs and operations of the Debtors' business and oversight Companies in compliance with applicable law, including the sole authority to direct the strategic direction of the bankruptcy process includingCompanies, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, except to the extent required in such manner as he deems necessary or appropriate in his sole discretion consistent connection with the business judgment rule and subject to appropriate governance exercise by the Board in accordance of its corporate governance duties and responsibilities under Mutual's by-laws and other applicable law. During the Employment Period, Executive shall follow the directives of the Board and shall meet with the Debtors' operating agreements Board on a periodic basis sufficient to enable the Board to fulfill its corporate governance responsibilities. All operating, staff, other executives, and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance divisions of the foregoing functionsCompanies, Gund shall excluding the governmental relations department which may at the Board's discretion report to the BoardBoard or its delegate, shall report solely to Executive, either directly or indirectly through subordinates of Executive who report to Executive. In addition During the Employment Period, Executive shall perform the duties assigned to him hereunder, and, subject to Section 2.2, shall devote his till business time, attention and effort, excluding any periods of disability, vacation, or sick leave to which Executive is entitled, to the above, Gund will accept an appointment to the Board and serve as a member affairs of the Board if requested by representatives Companies and shall use his best efforts to promote the interests of the Debtors who are authorized to make such appointment. (c) Companies. The Manager shall cause Gund to devote substantially all Executive acknowledges that his business time is not limited to the performance a fixed number of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardhours per week. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent 1. XXXXXXX agrees to perform the Manager that its Board of Managers (services, duties and obligations required by this Employment Contract, applicable state and federal laws and regulations, and the "Board") has duly approved the retention directives, rules, regulations and policies of the Manager and approved BOARD. 2. During the terms term of this AgreementEmployment Contract, including the appointment of Gund as INTERIM SUPERINTENDENT shall be the Chief Financial Officer chief executive officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in DISTRICT, and shall have all of the managerial capacities powers and rights necessary to carry out other services required that role, as specified in the Board’s Governance Policies. Although the BOARD retains ultimate power and authority over decisions affecting the DISTRICT, the BOARD shall not unreasonably interfere with the day-to-day decision-making processes of the ManagerINTERIM SUPERINTENDENT. Notwithstanding, the BOARD retains the right to question, approve, or disapprove, in its discretion, as it deems appropriate, the recommendations made by the INTERIM SUPERINTENDENT. (b) Subject 3. The INTERIM SUPERINTENDENT shall perform the duties and exercise the powers prescribed for a superintendent of a Unified School District in the State of California by Section 35035 of the California Education Code. The INTERIM SUPERINTENDENT shall have the authority to accept resignations of personnel, for and on behalf of the BOARD, and designate subordinate personnel to do the same; fill vacant positions with the understanding that all personnel are subject to the Board's assignment of certain approval of the following functions to other BOARD as reflected in Board Resolutions; assign and direct employees of the Debtors' officers or reservation DISTRICT; and organize, reorganize and arrange central office, administrative and supervisory staff, as he believes best serves the DISTRICT. 4. The INTERIM SUPERINTENDENT shall give his exclusive professional services to the DISTRICT during the period of certain functions this Employment Contract, except as otherwise provided in this document, and shall attend all regular and special meetings of the BOARD, including closed session where no conflict of interest exists, unless otherwise excused by the BoardBOARD. He shall faithfully and diligently perform the duties and responsibilities regularly performed by superintendents of school districts in this state, Gund including active participation in community and civic organizations, and those required by the laws of the state. He shall accept as full payment for his services the compensation provided for in this Employment Contract. 5. The INTERIM SUPERINTENDENT shall not accept any outside consulting or employment during the term of this Contract without BOARD approval. 6. The INTERIM SUPERINTENDENT may, during the Term of this Contract and in the course of performing the professional services set forth in this Contract, create original works of authorship or otherwise conceive or develop intellectual property (in his role as Chief Financial Officer) collectively, “Intellectual Property”). Such Intellectual Property shall not be deemed a work made for hire and shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects sole property of the financial management INTERIM SUPERINTENDENT without regard to whether the Intellectual Property was created or developed during the INTERIM SUPERINTENDENT’s normal working hours or whether the Intellectual Property was created or developed using DISTRICT resources. INTERIM SUPERINTENDENT hereby grants to the DISTRICT a non-exclusive, royalty-free license to use any such Intellectual Property to the extent such use is necessary to conduct the ordinary business of the Debtors' business DISTRICT or the BOARD or is otherwise a Fair Use under federal law. 7. In order to improve communications, improve staff morale and oversight community support, and to expedite the problem solving process, the BOARD, individually and collectively, shall promptly refer all material criticisms, complaints, and suggestions called to its attention to the INTERIM SUPERINTENDENT for study and resolution or suggestion. 8. This is a Contract for the performance of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas professional services as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance INTERIM SUPERINTENDENT by the Board INTERIM SUPERINTENDENT who shall not be assigned to any other position, except in cases of disability (as described in this Contract). 9. The INTERIM SUPERINTENDENT shall render services in accordance with the Debtors' operating agreements school DISTRICT's standard twelve (12) month work year for non-represented managers and shall be entitled to the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and same holidays as such will be involved in key operating decisions. In the performance are other non-represented managers of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentDISTRICT. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Employee shall be employed as Senior Vice President, Chief Legal Officer and Secretary of the Company, shall faithfully perform and discharge such duties as inhere in the position of Senior Vice President, Chief Legal Officer and Secretary of the Company and as may be specified in the Certificate of Incorporation or Bylaws of the Company with respect to such position, and shall also perform and discharge such other duties and responsibilities consistent with such position as the Manager that its Board of Managers Directors of the Company (the "BoardBoard of Directors") has duly approved the retention of the Manager and approved the terms of this Agreementshall from time to time determine, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) managerial responsibility for the Human Resources and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy CourtPublic Relations/Corporate Communications Departments. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund The Employee shall report to the BoardPresident and Chief Executive Officer of the Company. The Employee shall perform his duties principally in Denver, Colorado in either his home office or in an office provided by the Company. The Employee shall also perform his duties at the offices of the Company in Irving, Texas two or three days per week other than during any one week per calendar month if the Employee's presence in the Company's Irving, Texas offices during such week is not required as determined by the Company's business requirements. In addition addition, if the Employee's responsibilities require travel to other locations, he may reduce the amount of time spent in the Irving, Texas office. Except as may otherwise be approved in advance by the Board of Directors, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote his full business time throughout the Employment Term to the above, Gund will accept an appointment services required of him hereunder. The Employee shall render his business services exclusively to the Board Company and serve its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position. Notwithstanding the foregoing, the Employee shall be entitled to participate as a member director or advisor to one or more associations, businesses or community or charitable organizations in the Denver area, so long as such activity does not (i) involve a substantial amount of the Board if requested by representatives Employee's time, (ii) impair in any material respect the Employee's ability to perform his duties under this Agreement or (iii) violate the provisions of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion 9 of this engagementAgreement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent IIX.0 Xxxxxx the Employment Period EMPLOYEE shall serve in the Office of CEO and perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as CEO of NetStairs.com, Inc. III.2 EMPLOYEE shall be entxxxxx xx xxxx ALL normal executive level management decisions of the COMPANY, that involve matters within the COMPANY's usual course of business and are duties customary for the employee in his or her capacity of CEO. EMPLOYEE's authority to manage the Manager that its COMPANY shall be subject to review and direction from his or her immediate manager, if any, or by the Board of Managers (the "Board") has duly approved the retention Directors of the Manager Company. Compensation paid to employees of the COMPANY shall be at industry standards. Bonuses, if any, for said employees shall be based on the individual employee's performance and approved tied to a formula adopted by the terms COMPANY's Board of Directors. III.3 During the term of this Agreement, including Although EMPLOYEE is involved in managing other businesses, EMPLOYEE shall devote primarily majority of his time, energy, and skill to the appointment of Gund as the Chief Financial Officer service of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act COMPANY and the promotion of COMPANY'S interests, and shall use his best efforts in the managerial capacities performance of his services hereunder. EMPLOYEE agrees to carry out other services required of the Manager. (b) Subject abide by all rules and regulations established from time to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions time by the Board; and all commissions, Gund (fees or other income earned and received by EMPLOYEE, if any, in his role as Chief Financial Officer) furtherance of the business of Company, or its ns affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be authorized accepted by EMPLOYEE for the account of Company, and shall be remitted to make decisionsCompany within three (3) days of EMPLOYEE's receipt thereof. III.4 EMPLOYEE may, in consultation with the Debtors' Chief Executive Officerif elected, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process includingwithout additional compensation, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance unless expressly approved by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance Directors of the foregoing functionsCOMPANY, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member director of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCOMPANY. (c) III.5 The Manager services of EMPLOYEE shall cause Gund to devote substantially all his business be rendered in such places and localities as the COMPANY may require from time to the performance of services for the Debtors hereunder time, and he shall do such traveling on behalf of the Manager. Additionally, COMPANY as may reasonably be required consistent with the Manager will have historical requirements of the right to use office of CEO of the COMPANY. III.6 EMPLOYEE shall comply with all COMPANY policies for the employees as such additional personnel that policies may be necessary to devote sufficient exist from time to carry out the scope of services outlined herein upon prior approval of the Boardtime. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent In his capacity as Executive Vice President and Chief Financial Officer of Company during the Employment Term, the Executive shall perform for Company the executive, administrative and technical duties customarily associated with such positions, as well as such other duties reasonably consistent therewith as may be reasonably assigned to Executive from time to time by the President or the Board of Directors of Company; provided, however, that the duties assigned shall be of a character and dignity appropriate to a senior executive of a corporation and consistent with Executive's experience, education and background. (b) Except as otherwise set forth in this paragraph, during the Employment Term the (i) Executive shall devote his full time and efforts during normal business days and hours to the Manager that its Board performance of Managers this Agreement; and (ii) Executive shall not engage in the real estate business or in any other business which conflicts with or competes in any material way with the business of Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxx, as modified by certain agreements dated as of August 1, 1996 between such parties (the "BoardOption Agreement") has duly approved and the retention Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as Executive Vice President of the Manager Company and approved in fact Executive does diligently perform his duties as Executive Vice President of the terms Company to the satisfaction of the Board of Directors of Company. During the Term of this Agreement, including Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the appointment business of Gund Scorpio to the extent permitted by this paragraph (b), provided, however, that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and other business expenses used by Scorpio in a manner reasonably satisfactory to Employer. (c) During the Consulting Term, Executive will be engaged by the Company as a consultant to render to the Company such consulting services as may be reasonably assigned to him from time to time by the Board of Directors of the Company, or by the Executive Committee of the Company, provided that such services are of a type, dignity and nature appropriate to the former Executive Vice President and Chief Financial Officer of the Debtors. The Manager will assign Gund Company and further provided that: (i) such consulting services shall be required to serve as Chief Financial Officer be rendered by him only in White Plains, New York or such other location in the United States designated by Executive; (ii) Executive's inability to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance consultant by reason of the foregoing functionsillness, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member disability or lack of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) capacity shall not be conditioned upon deemed a breach of this Agreement; and (iii) such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion time shall not constitute a breach of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, Agreement; such services may be required rendered by telephone, mail or other means of communication; and that Executive's failure to make decisions with respect to extraordinary measures quickly. Consequentlyrender such services because of his absence from White Plains, New York or such other location in the depth United States designated by Executive shall not be deemed a breach of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitythis Agreement. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to During the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms Term of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to Employee shall serve as Chief Financial Executive Officer to act in the managerial capacities to carry out other services required and Executive Chairman of the Manager. (b) Subject to Board of the Company and shall, under the control of the Board's assignment of certain of the following functions , perform all customary duties commensurate with his position and as may be assigned to other of the Debtors' officers or reservation of certain functions him by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with past practice. In addition, during the business judgment rule and subject to appropriate governance by Term of this Agreement, Employee shall (x) lead the Board in accordance with establishing the Debtors' operating agreements strategy and overall objectives of the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team Company and as such will be involved in key operating decisions. In reviewing the performance of the foregoing functionsCompany’s management in, Gund shall report to among other things, pursuing such strategy and achieving such objectives, and (y) act as Chairman of the Board. In addition to the above, Gund will accept an appointment to Board at meetings of the Board and serve as a member of the Board if requested by representatives stockholders of the Debtors who are authorized Company. The Employee shall devote such amount of his time and energies as he shall deem reasonably necessary to make such appointment. the business and affairs of the Company to fulfill his duties hereunder. Assigned duties may not unreasonably increase the demands upon his time or energies, cannot be inconsistent with the position(s) he serves for the Company, and the Company acknowledges that Employee’s services hereunder shall not require the full time and attention of the Employee. During his working hours, Employee shall use his best efforts, skills and abilities to promote the interests of the Company and perform the duties of his position. Notwithstanding the foregoing, it is understood and agreed that (ca) The Manager shall cause Gund to devote substantially all his business the Employee from time to time may (i) be appointed to additional offices or to different offices than those set forth above (including, without limitation, additional offices with any affiliate of the Company), (ii) perform such duties other than those set forth above, and/or (iii) relinquish one or more of such offices or other duties, in each instance of this clause (a) as may be mutually agreed to by and between the Company and the Employee, and that no such action shall be deemed or construed to otherwise amend or modify any of the remaining terms or conditions of this Agreement; and without limiting the foregoing, (b) nothing contained in this Section 3 shall preclude Employee from (i) serving as an officer, director or in a similar capacity of any other company in which he currently serves as such (the “Existing Positions”), (ii) serving on the board of directors or in a similar capacity in any other public company, as long as such other company does not directly compete with any principal product line of the Company; namely, any product that accounts for at least five (5%) percent of the consolidated net sales of any of the Company’s product lines; provided that the Employee will not be restricted from serving on the board of directors or in a similar capacity of any affiliate of the Company or any affiliate of any company of which he serves in an Existing Position, (iii) serving on the board of directors of, or working for, any charitable or community organization, (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions or (v) otherwise pursuing and managing his personal financial and legal affairs, so long as such activities set forth in clause (b) above, individually or collectively, do not violate applicable law, do not significantly interfere with the performance of services for the Debtors Employee’s duties hereunder on behalf or violate any of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope provisions of services outlined herein upon prior approval of the BoardSection 8 hereof. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. You will serve as the Executive Vice President & General Counsel for the business units and divisions over which the President & Acting Chief Executive Officer of the Company will have authority as set forth in the employment agreement attached to the letter agreement dated August 13, 2019 between the President & Acting Chief Executive Officer of the Company and the Company (the “CBS Businesses”). In your role, you will dual report directly to (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chairman & Chief Executive Officer, or any successor(s) thereof, of the CBS Businesses (such person or persons, the “CBS Chairman”; and (b) the General Counsel of the Company (the “GC”). The senior lawyers at the CBS Businesses shall report directly to you. You will be responsible for (i) all legal affairs of the CBS Businesses, including litigation, and (ii) Items 1-6 of Section 4.07(a) of the Comet Disclosure Letter referred to in the Merger Agreement (or any other litigation based on the facts or assertions underlying such matters including the investigation relating thereto). With respect to any other corporate litigation matters for which you were responsible as of the Closing that are not within the scope of the immediately prior sentence, the GC will consider in good faith your views about the appropriate allocation of responsibility. You will also be jointly responsible for the CBS Transaction Litigation (as defined in the Merger Agreement) together with the GC. You shall also shall have access to the Company’s Board of Xxxxx Xxxxxx as of August 13, 2019 Directors (the “Board”) as may be requested by the Board from time to time. You will consult with and keep the GC reasonably informed with respect to legal matters for which you are responsible. At all aspects times while employed under this Agreement, your principal place of employment will be the Company’s executive offices in the New York metropolitan area; provided, however, that you may be required to render services in the Los Angeles metropolitan area and elsewhere from time to time upon reasonable request for business reasons. Except as set forth in the next sentence, you agree to devote your entire business time, attention and energies to the business of the financial management of Company. Notwithstanding anything to the Debtors' business and oversight of the bankruptcy process includingcontrary contained herein, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund you will be part of Debtors' senior management team permitted to engage in charitable, civic, or other non-business activities and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives board of directors of not-for-profit organizations and one for-profit organization (in the case of the Debtors who are authorized for-profit organization, which is mutually agreeable to make you and the CBS Chairman, subject to the Company’s applicable conflict of interest policies) so long as such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to activities do not materially interfere with the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardyour duties and responsibilities hereunder. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive agrees that during the Term of Employment, he will hold the office of Chief Operating Officer of the Company reporting to the Manager that its Company's Board of Managers Directors and its Chief Executive Officer (CEO). The Executive agrees that he will perform faithfully and to the "Board") has duly approved best of his ability such duties and assignments relating to the retention business of the Manager Company, as the Board of Directors or the Chief Executive Officer of the Company shall direct and approved consistent with the terms his office. The Executive acknowledges and agrees that he shall also serve without additional remuneration as a director of ScrexxxxxXxxxx.xxx Xxx., the wholly owned subsidiary of the Company. The Company represents to the Executive that the Board of Directors has authorized the making of this Agreement, including Agreement and has approved the appointment of Gund Executive as the Chief Financial Officer COO of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required Company and a director of the ManagerScreaming Medix.xxx Xxx. (b) Subject to If the Board's assignment Board of certain Directors of the following functions Company so requests, the Executive shall, in addition to other his duties as COO of the Debtors' officers Company and director of ScrexxxxxXxxxx.xxx Xxx., serve as an officer of one or reservation more subsidiaries of certain functions the 2 Company. Part or all of the compensation to which the Executive is entitled hereunder may be paid by such subsidiary or subsidiaries. However, such employment or payment of the Executive by a subsidiary or subsidiaries shall be guaranteed by the Board, Gund (in his role as Chief Financial Officer) Company and shall be authorized to make decisions, in consultation with not relieve the Debtors' Chief Executive Officer, with respect to all aspects Company from any of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentits obligations under this Agreement. (c) The Manager shall cause Gund to During the Term of Employment, the Executive shall, except during customary vacation periods and periods of illness, devote substantially all of his business time and attention to the performance of services for his duties hereunder and to the Debtors hereunder on behalf business and affairs of the Manager. Additionally, Company and its subsidiaries and to promoting the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval best interests of the Board. (d) In undertaking Company and its subsidiaries and he shall not, either during or outside of normal business hours, engage in any activity inimical to provide such best interests. Notwithstanding the services set forth hereinforegoing, Executive may serve as a Director on Boards of organizations which do not compete with the Manager does Company and may engage in charitable or civic pursuits provided that such service or pursuits do not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization interfere with Executive's obligations under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementAgreement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund Employee shall serve as the President and Chief Financial Executive Officer of the Debtors. The Manager will assign Gund Company and, subject to serve as Chief Financial Officer the Company’s Certificate of Incorporation and By-Laws, Employee shall have supervision and control over, and executive responsibility for, the day to act in the managerial capacities to carry out other services required day business operations of the Manager. (b) Subject to the Board's assignment of certain of the following functions to Company and its subsidiaries. Employee shall have such other of the Debtors' officers or reservation of certain functions duties as customarily performed by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' President and Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business Officer and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and also have such other areas powers and duties as he may identifybe, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject from time to appropriate governance time, prescribed by the Company’s Board in accordance of Directors (the “Board”), provided that the nature of Employee’s powers and duties so prescribed shall not be inconsistent with the Debtors' operating agreements Employee’s position and the Bankruptcy Courtduties hereunder. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund Employee shall report to the Board. In addition to the above, Gund will accept an appointment directly and exclusively to the Board and serve as a member no other executive officer will be appointed with authority over the business operations of the Board if requested by representatives Company or its subsidiaries. Employee’s duties shall be performed from an office within the City of Tucson, or within no more than fifteen (15) miles from the city limits thereof. Initially, the Employee shall establish and maintain, at his expense except as otherwise provided herein, an office at his home, but the Company shall open and establish an office within the aforesaid geographic area as soon as the finances of the Debtors who are authorized Company permit. The Employee shall devote his best efforts to make the business and affairs of the Company and, during the Term (as defined in Section 2.1 of this Agreement) and thereafter to the extent provided in Article III, shall observe at all times the covenants regarding non-competition and confidentiality provided in Article III hereof. The Company and Employee acknowledge and agree that, notwithstanding the aforesaid covenants regarding non-competition and confidentiality and any other provision herein, Employee shall be permitted to (i) serve on corporate, civic or charitable boards or committees, (ii) manage passive personal investments and (iii) pursue the development of other products or services at his own expense which do not compete directly or indirectly with the Company’s products and services so long as any such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to activities do not unduly interfere with the performance of services for the Debtors hereunder on behalf Employee’s responsibilities as an employee of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the BoardCompany in accordance with this Agreement. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) 2.1 The Debtors represent Executive will perform such duties and exercise such powers in relation to Haleon, the Company and any other Associated Company as may reasonably be assigned to her from time to time but the Executive will not be required to perform duties which are not reasonably within her capabilities. 2.2 The Company may require the Executive to accept any office or position in the Company or any Associated Company without additional remuneration as may be reasonably required by the Company. 2.3 The Executive will report to the Manager that its Board CEO, Xxxxxx or such other appropriate person nominated by the Company from time to time. 2.4 The Executive’s normal place of Managers (the "Board") has duly approved the retention work will be The Heights Business Park, Weybridge, or such other place within or outside of the Manager United Kingdom that the Company requires (including, without limitation, any Haleon offices within the Greater London area). However, to meet the requirements of the business, the Executive may be required to travel anywhere within or outside the United Kingdom in the performance of her duties (although it is not anticipated that she will be required to work outside of the United Kingdom for any continuous period of more than one month). 2.5 The Executive will work such hours as are necessary for the proper performance of her duties. The parties each agree that the nature of the Executive’s position is such that her working time cannot be measured and, accordingly, that the Employment falls within the scope of regulation 20 of the Working Time Regulations 1998. 2.6 The Executive acknowledges that she is a fiduciary of the Company or its Associated Companies and approved agrees that she will act at all times in good faith and comply with the terms lawful instructions, regulations and policies of the Company and use her best endeavours to promote the interests of the Company and Associated Companies. During her working hours the Executive ​ will devote the whole of her time, attention, skill and knowledge to her duties. 2.7 The Executive will inform the Company immediately of any act or omission of her which constitutes a breach by her of this Agreement, including the appointment and any act or omission of Gund as the Chief Financial Officer any other employee or member of staff of which she becomes aware and which constitutes, or might reasonably constitute, a material breach of the Debtors. duties owed by that member of staff. 2.8 The Manager Executive will assign Gund to serve ensure that she is at all times familiar with and that she complies with her legal duties as Chief Financial Officer to act in the managerial capacities to carry out other services required a director of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business Company and oversight of the bankruptcy process any Associated Company including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent her duties under the Companies Act 2006. 2.9 The Executive will comply with the business judgment rule Market Abuse Regulation (596/2014/EU) as implemented in the UK pursuant to the European Union (Withdrawal) Act 2018, as well as all applicable rules of the London Stock Exchange Plc and subject the UK Financial Conduct Authority (the “FCA”), including, but not limited to, the FCA’s Listing Rules and Disclosure Guidance and Transparency Rules, and any Company policy (or policies) relating to, among others: (i) dealings in shares, debentures or other securities of the Company and any Associated Companies; and/or (ii) unpublished price sensitive information affecting the securities of any other company. This duty will continue during and after the Employment until such time as any price sensitive information the Executive has obtained during her employment or any office holding ceases to appropriate governance be price sensitive information, either through publication by the Board Company or otherwise. 2.10 The Executive will comply with any applicable Share Ownership Requirements in place from time to time and any other requirement imposed by the Company in its absolute discretion from time to time, requiring the Executive to own shares in the Company in accordance with the Debtors' operating agreements Company policies. 2.11 The Executive hereby authorises the Company, and any agent instructed by the Bankruptcy Court. As Chief Financial OfficerCompany, Gund will be part to access any program or data held on any computer used by the Executive in the course of Debtors' senior management team performing her duties of employment (and as such will be involved in key operating decisions. In regardless of whether the performance of the foregoing functions, Gund shall report program or data is related to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member Executive’s duties of the Board if requested by representatives of the Debtors who are authorized to make such appointmentemployment). (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent provisions of this Section 2 shall be subject to the Manager Company’s Articles of Incorporation, Bylaws (including without limitation the provision that the business and affairs of the Company shall be managed by its Board of Managers Directors (the "“Board"”)) has duly approved and all other applicable governing documents and policies (including without limitation committee charters and the retention Company’s Governance Policy, Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy), as well as all applicable laws, regulations and requirements of Nasdaq Stock Market LLC and/or any other securities exchange on which the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerCompany’s securities are listed or traded. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) Xxxxxxxxx shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, decisions with respect to all aspects of the financial management and operation of the Debtors' business Company’s business, including without limitation organization and oversight of the bankruptcy process includinghuman resources, but not limited tomarketing and sales, Bankruptcy Court reporting requirementslogistics, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) finance and administration and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion reasonable judgment in a manner consistent with the business judgment rule and subject the provisions of applicable law. Xxxxxxxxx shall not have any authority to appropriate governance make decisions with respect to hiring, appointing or terminating officers, executing transactions or otherwise committing the Company or its resources other than in the ordinary course of business unless approved in writing by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition For the avoidance of doubt, Xxxxxxxxx shall not have any authority to make decisions with respect to employee compensation, equity grants or similar awards, or mergers or acquisitions unless approved in writing by the Board. All decisions of Xxxxxxxxx shall be discussed to the aboveextent Xxxxxxxxx deems reasonably appropriate with the member or members of the Company’s management that Xxxxxxxxx, Gund will accept an appointment in the exercise of reasonable judgment, determines to be appropriate prior to the Board implementation of such decisions and serve as a member shall be implemented by the management of the Board if requested Company (other than Xxxxxxxxx), and any dispute between such management and Xxxxxxxxx regarding the implementation of such decisions shall be resolved definitively by representatives of the Debtors who are authorized to make such appointmentBoard. (c) The Manager Xxxxxxxxx shall cause Gund be obligated to furnish such hours of service at such locations as he deems necessary in his reasonable discretion to perform his duties hereunder. Consequently, it is hereby understood and agreed that Wanserski shall not be required to devote substantially all his business full time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardthis engagement. (d) In undertaking to provide the services set forth herein, the Manager does W&A and Xxxxxxxxx do not guarantee or otherwise provide any assurances that it will succeed of success in restoring building the Debtors' Company’s operational and financial health and stability or that there will be a successful reorganization under and the Chapter 11 proceeding. The Debtors' Company’s obligation to pay provide the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) 4 hereof shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementobtained hereunder. (e) In view of the Debtors' Company’s present circumstances, the Debtors acknowledge Company acknowledges that Gund and, to the extent necessary the Manager's other personnel, Xxxxxxxxx may be required to make decisions with respect to extraordinary measures quickly. Consequently, quickly and that the depth and scope of their analysis of the information on which their such decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. MoreoverIn addition to the right to rely on certain information, each opinions, reports, or statements, including financial statements and other financial data, in the ordinary course of Gund and business as provided for in Section 33-8-420(b) of the Manager's other personnel South Carolina Code of Laws of 1976, as amended, Xxxxxxxxx shall be entitled, in performing their his duties hereunder on behalf of the Managerhereunder, to rely on information disclosed or supplied to them him by the Debtors' officers, employees and representatives Company’s management without further verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will Xxxxxxxxx shall keep the Board fully apprised of their his findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to the Manager that its Board of Managers Directors of Employer (the "Board") has duly approved shall have the retention power to determine the specific duties that shall be performed by Employee and the means and manner by which those duties shall be performed, but such duties shall be consistent with the executive position of Employee. (a) During the Employment Period, Employee agrees to use his best efforts in the business of Employer and to devote his full time, skill, attention and energies to the business of Employer, allowing however, time for Permitted Activities as specified in Section 3(c) below. Employee shall not be engaged in any other business activity which shall be competitive with the business of Employer (except for activities associated with the Phase I business of Global Biomedical Capital Corp. as such activities are conducted as of the Manager Closing) or which may (i) interfere with Employee's ability to discharge his responsibilities to Employer; or (ii) detract from the business of Employer. Employee shall not: (i) work either on a part-time or independent contracting basis for any other company, business or enterprise without the prior written consent of the Board (excluding (A) teaching, (B) clinical practice in neuropsychology, (C) activities of Global Biomedical Capital Corp. or any of its subsidiaries that do not compete with the business of the Employer or any of its affiliates, and approved (D) those professional societies, boards or academic appointments on which Employee serves as of the terms date of this Agreement listed on Exhibit A hereto (collectively, the "Permitted Activities")); or (ii) serve on the board of directors or comparable governing body of any other material business, civic or community corporation or similar entity without the prior written consent of the Board (excluding those positions Employee holds and boards of directors on which Employee serves as of the date of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Managerwhich positions and boards, if any, are listed on Exhibit A hereto), such consent which shall not be unreasonably withheld. (b) Subject Employee agrees to use his reasonable efforts to impart his skill and knowledge relating to the Board's assignment business of certain of Employer to such individuals as are designated by Employer, and to train such individuals in the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management business with which Employee is familiar. In addition, at the request of the Debtors' business Employer and oversight of the bankruptcy process includingwithout additional compensation, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) Employee shall use his best efforts to record and such other areas as he may identify, in such manner as he deems necessary or appropriate in document his sole discretion consistent with knowledge relating to the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentEmployer. (c) The Manager shall cause Gund to devote substantially all his business time Notwithstanding any other provision of this Agreement to the performance of contrary, in no event shall Employee's commitments, obligations and services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints Permitted Activities (i) exceed thirteen (13) business days each quarter and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (fii) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate together with the Debtors' creditors paid time off and their respective professionals as to the status of operations and the Debtors' restructuring plansvacation days described in Section 4(d) below, exceed 52 business days each year.

Duties. 2.1 The Company hereby appoints the Employee in the position of Associate Sourcer, commencing from 03 August 2022 (a"Commencement Date") or such other day as agreed upon between you and CrowdStrike, upon the terms and conditions set forth in this Agreement. The Debtors represent Employee will initially be located in the office of the Company at World Trade Centre, Tower 0, 0xx Xxxxx, Xxxxxxx Xxxx, 000000, Xxxxx and may subsequently transferred to any other location. 2.2 The Employee shall be under probation for a period of 3 months, during which period the Manager Employee's performance shall be monitored closely ("Probation Period"). The Company may, at its discretion extend this Probation Period, in writing. Upon completion of the Probation Period, a decision will be taken regarding the confirmation of the Employee's service. In the event that its Board the employment is confirmed, the Employee will be issued a letter of Managers (confirmation. Notwithstanding the "Board") has duly approved Termination" clause below, during the retention Probation Period, the Company may terminate the Employee without by providing a notice period of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager1 month. (b) 2.3 Subject to the Board's assignment of certain successful completion of the following functions to other Probation Period and the confirmation of employment, the term of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation Employee's employment with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board Company shall continue until terminated in accordance with the Debtors' operating agreements and "Termination" clause below. The duration for which the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance Employee continues to remain an employee of the foregoing functionsCompany shall be referred to as the "Employment Term." The Employee shall devote the Employee's full time and best efforts to the advancement of the interests of the Company in accordance with the policies established, Gund from time to time, by the Board or other appropriately designated person or group, and shall perform such duties related to or incidental to the duties contained herein as may be prescribed from time to time. During the Employment Term, the Employee will report to the BoardLead Recruiter and shall act in accordance with the Company's instructions on any matter. In addition to The Employee agrees that the above, Gund will accept an appointment to Employee's job duties and the Board and serve as a member reporting manager may be changed at the discretion of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCompany. (c) 2.4 The Manager shall cause Gund Employee's employment with the Company is contingent on the Employee procuring all relevant registrations and permissions to devote substantially all his business time to the performance of services work for the Debtors hereunder on behalf of the Manager. AdditionallyCompany in India, the Manager will have the right including relevant visa to use such additional personnel that may be necessary migrate to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardand work in India, as applicable. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. Executive shall serve as Chief Executive Officer of Huxxxx, and shall assume such other duties as the Board of Directors may assign. The services to be performed by the Executive may be extended or curtailed from time to time at the direction of the board of directors. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of Huxxxx. Such duties shall be rendered at Huxxxx'x xeadquarters currently located at Pearl River, New York and, except as otherwise provided herein, at such other place or places within or without the State of New York as Huxxxx xhall in good faith require or as the interest, needs, business, or opportunities of Huxxxx xhall require. Executive shall devote full, normal and regular business time, attention, knowledge and skill to the business and interest of Huxxxx, and Huxxxx xhall be entitled to all of the benefits, profits or other issue arising from or incident to all work, services and advice of Executive performed for Huxxxx. Executive agrees that while Executive is employed by Huxxxx, Executive shall not directly or indirectly in any capacity engage in any business other than Huxxxx’x Xusiness without Huxxxx’x xrior written consent, which consent will not be unreasonably withheld provided that such other business is (a) The Debtors represent unrelated to the Manager that its Board Business of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this AgreementHuxxxx, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (will in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation no way interfere with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functionsExecutive’s duties to Huxxxx, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager will not utilize Confidential Information or Intellectual Property of Huxxxx xr of any Client of Huxxxx, (d) will be conducted at times other than when Executive is required to work for Huxxxx, and at places other than Huxxxx’x xusiness locations or those of Huxxxx’x xustomers, and (e) will not involve Huxxxx, other Executives of Huxxxx, any Client of Huxxxx, or any supplier of Huxxxx, in the conduct or the financing of Executive’s business, or as customers, suppliers, investors, partners, joint venturers, or otherwise. Under no circumstances shall cause Gund to devote substantially all his Executive render any services that are competitive with any of Huxxxx’x xusiness, or that are for any other person, corporation or other entity that is engaged in any business time to competitive with or in the performance same business as any of services for Huxxxx’x xusiness. Notwithstanding the Debtors hereunder on behalf of the Manager. Additionallyforegoing, the Manager will Executive shall have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardmake investments in businesses which in engage in activities other than those engaged in by Huxxxx xr its subsidiaries. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Term, you shall serve and the Company shall employ you as the President and Chief Executive Officer of the Company, with such executive duties and responsibilities consistent with such positions and stature as the Board of Directors of the Company may from time to time determine. You shall report to, and act under the general direction of, the Board of Directors of the Company. You shall use your best efforts to carry out the instructions of the Board of Directors of the Company. You shall be nominated, on an annual basis as long as you continue to be employed under this Agreement, for election by the stockholders as a director of the Company and, if elected, you shall serve as a director, without additional compensation. In addition, you shall serve as an officer and/or director of any of the Company’s subsidiaries, in all cases in conformity with the organizational documents and the policies of the Board of Directors of each such subsidiary, without additional compensation. You will review and agree to comply with the Company’s then-current Code of Business Conduct to the Manager that its Board of Managers (the "Board") has duly approved the retention same extent required for other United States-based employees of the Manager and approved Company. You will perform all of your responsibilities in compliance with all applicable laws. You acknowledge that in your capacity as principal executive officer of the terms Company, you will be expected to execute certain documents on behalf of the Company under the federal securities laws, which may include documents covering periods prior to the date of this Agreement. As of the date of this Agreement, including you have no reason to believe that you would not be prepared to execute all documents required for signature by the appointment Company’s principal executive officer (e.g., the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011), assuming that the Company’s principal financial officer and certifying financial and other employees of Gund the Company were also prepared to execute or certify such documents as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Managercase may be. (b) Subject During the Term, you shall devote your entire business time and energies during normal business hours to the Board's assignment of certain business and affairs of the following functions to Company and its subsidiaries. Nothing in this Section 3 shall be construed as prohibiting you from investing your personal assets in businesses in which your participation is solely that of a passive investor in such form or manner as will not violate Section 5 hereof or require any services on your part in the operation or affairs of those businesses. You may also participate in philanthropic or civic activities as long as they do not materially interfere with your performance of your duties hereunder. Service on any board of directors other than those of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall Company and its subsidiaries must be authorized to make decisionsapproved, in consultation with the Debtors' Chief Executive Officeradvance, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance Directors of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCompany. (c) The Manager During the Term, you shall cause Gund to devote substantially all his business time be subject to the performance of services for the Debtors hereunder on behalf of the Manager. AdditionallyCompany’s rules, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational practices and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, policies applicable to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityCompany’s senior executive employees. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to Employee shall perform the Manager that its following services for the Company: 3.1 Employee shall serve as President and Chief Executive Officer of the Company, or in such other position as determined by the Company's Board of Managers Of Directors (the "Board") has duly approved ), subject to the retention direction of the Manager Board, and approved in that capacity shall work with the Company to pursue the Company's plans as directed by the Board. "). In the event the Board directs Employee to act in a different capacity other than as the Chief Executive Officer will effect a non-cause termination of this Agreement and Employee shall be entitled to receive severance equal to the balance due Employee per the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to 3.2 During the Boardterm of this Agreement, Employee shall devote all of Employee's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of Employee's duties under this Agreement. Without limiting the foregoing, Employee shall perform services for the Debtors hereunder on behalf of the ManagerCompany for at least 40 hours per week and Employee shall be available at the request of the Company at other times, including weekends and holidays, to meet the needs and requests of the Company's customers. AdditionallyOther than through a change in control, acquisition, consolidation, reorganization or merger, in the Manager event the Board directs Employee to act in a capacity different than as the Chief Executive Officer of the Company the employee will have thirty days from the effective date of such directed new capacity to effect a non-cause termination of this Agreement. If Employee elects to effect a non-cause termination of this Agreement pursuant to the terms hereof, Employee shall be entitled to receive severance equal to the balance due Employee per the terms of this Agreement payable on a biweekly basis over the remaining term of this Agreement. 3.3 During the term of this Agreement, Employee will not engage in any other activities or undertake any other commitments that conflict with or take priority over Employee's responsibilities and obligations to the Company and the Company's customers, including without limitation those responsibilities and obligations incurred pursuant to this Agreement. 3.4 As an officer of the Company, Employee shall have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardreview all intercompany charges. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Employee agrees to the Manager that its Board of Managers (the "Board") has duly approved the retention extent of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund time commitment set forth below to serve as Chief Financial Officer devote Employee’s undivided attention to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functionsfollowing services to Xxxxxx: A. Employee shall be a full-time regular employee and shall devote at least ninety-five percent (95%) of each work week of 40 hours per week on behalf of Xxxxxx. Xxxxxx acknowledges that Employee serves as a director, Gund officer, and advisor to other companies (“Outside Activities”). Employee may spend limited time involved with such “Outside Activities.” Employee shall report pursue such Outside Activities in a way to fit into the affairs of Xxxxxx and without interference with Employee’s responsibilities and duties to Xxxxxx under this Agreement and shall disclose to the Boardboard of directors upon request and from time to time the nature and details of his Outside Activities. B. Employee shall act initially as and shall have the title of President and Secretary of Xxxxxx. In addition Employee shall perform the variety of tasks within the scope of Employee’s title, including those described in the Bylaws of Xxxxxx, and shall have the responsibility, subject to the above, Gund will accept an appointment to the Board and serve as a member direction of the Board if requested chief executive officer, to oversee day to day operations of Xxxxxx, act as the chief operating officer, oversee regulatory, SEC and SOX compliance, assist in the implementation of Xxxxxx’x business plan and budget approved by representatives the board of directors of Xxxxxx, and carry out duties and responsibilities customarily associated with the Debtors who are authorized to make such appointment. (c) The Manager position of President and Secretary. Employee shall cause Gund to devote substantially all his business time to interface with and oversee the performance of services for other officers, employees, and consultants of Xxxxxx regarding the Debtors hereunder on behalf implementation of the Managervarious initiatives undertaken by Xxxxxx. C. Employee shall comply with Xxxxxx’x written policies set out in Xxxxxx’x Employee Handbook. AdditionallyEmployee agrees to comply with the matters set forth in the Employee Handbook and acknowledges that such policies, from time to time, may be changed subject to giving notice to Employee. D. Although the Manager will have principal office of Xxxxxx is located in Carson City, Nevada, Xxxxxx’x main business activities are located in Texas, Kentucky, and other states; thus Employee may work remotely from the principal office. E. Employee shall account for any and all property of Xxxxxx that may come into Employee's possession in the course of the employment, and at the termination, Employee agrees to turn in and settle for all such property. F. Employee hereby grants to Xxxxxx the right to use such additional personnel that may be necessary Employee’s name, picture, and curriculum vitae in connection with any brochures, web sites, slide presentations, offering memoranda, and other materials describing Xxxxxx and Employee as part of the management team. X. Xxxxxx, by action of the board of directors, reserves the right to devote sufficient time change, either by increasing or decreasing, the duties of Employee and to carry out designate other duties and responsibilities of Employee within the general scope of services outlined herein upon prior approval of the Boardforegoing. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the term of her employment under this Agreement, Employee will perform her duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved time without violating the terms of this AgreementAgreement and shall include: (i) devoting hxxxxxx efforts and her entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, including (ii) being subject to Farmmi’s direction and control at all times with respect to her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund same to serve as Chief Financial Officer Farmmi whenever and however directed to act in the managerial capacities to carry out other services required of the Managerdo so. (b) Subject In performing her duties, Employee shall not undertake any action inconsistent with or harmful to the Board's assignment best interests of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (Farmmi. Employee shall perform her duties and responsibilities in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business a professional manner and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule overall goals and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements objectives of Farmmi and the Bankruptcy Court. As Chief Financial Officerapplicable federal, Gund will be part of Debtors' senior management team state, and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentlocal law. (c) The Manager In performing her duties, Employee shall cause Gund to devote substantially be familiar with and shall comply with: (i) all his business applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to the performance of services for the Debtors hereunder on behalf of the Managertime. Additionally, the Manager will have the right Employee agrees to use such additional personnel adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may be necessary to devote sufficient amend or update its employee handbooks or policy manuals from time to carry out the scope of services outlined herein upon prior approval of the Boardtime by written notice to Employee. (d) In undertaking During her employment with Farmmi, Employee shall devote her full time, attention, and best efforts to provide the services set forth hereinoperations of Farmmi and the fulfillment of her duties. Employee agrees that, during her employment with Farmmi, she will exercise the Manager does highest degree of loyalty and will conduct her duties with the highest degree of care. During her employment with Farmmi, Employee shall not guarantee directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and whether or not done for compensation, gain, or other financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementeconomic advantage. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Hebron may reasonably request. Employee’s duties may be varied by Hebron from time to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved time without violating the terms of this AgreementAgreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Hebron to the satisfaction of Hebron, including (ii) being subject to Hebron’s direction and control at all times with respect to his activities on behalf of Hebron, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Hebron, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Hebron may require, and (v) fully accounting for all monies and other property of Hebron of which he may from time to time have custody and delivering the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund same to serve as Chief Financial Officer Hebron whenever and however directed to act in the managerial capacities to carry out other services required of the Managerdo so. (b) Subject In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the Board's assignment best interests of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (Hebron. Employee shall perform his duties and responsibilities in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business a professional manner and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule overall goals and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements objectives of Hebron and the Bankruptcy Court. As Chief Financial Officerapplicable federal, Gund will be part of Debtors' senior management team state, and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentlocal law. (c) The Manager In performing his duties, Employee shall cause Gund to devote substantially be familiar with and shall comply with: (i) all his business applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Hebron’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Hebron’s Board of Directors, as they may be amended from time to the performance of services for the Debtors hereunder on behalf of the Managertime. Additionally, the Manager will have the right Employee agrees to use such additional personnel adhere to and support Hebron’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Hebron may be necessary to devote sufficient amend or update its employee handbooks or policy manuals from time to carry out the scope of services outlined herein upon prior approval of the Boardtime by written notice to Employee. (d) In undertaking During his employment with Hebron, Employee shall devote the full time, attention, and best efforts to provide the services set forth hereinoperations of Hebron required for fulfillment of his duties. Employee agrees that, during his employment with Hebron, he will exercise the Manager does highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Hebron, Employee shall not guarantee directly or indirectly engage in any other business activity that competes or conflicts with Hebron, whether as an employee, employer, consultant, principal, officer, or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and whether or not done for compensation, gain, or other financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementeconomic advantage. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Employment Period, the Executive (i) shall serve as _________________ of the Companies, (ii) shall report directly to an officer of the Manager that its Board of Managers Companies (the "BoardSUPERVISING OFFICER") has duly approved who shall be selected by the retention Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of the Manager Board and/or the Supervising Officer have such authority and approved perform in a diligent and competent manner such duties as may be assigned to the terms of this AgreementExecutive from time to time by the Board and/or the Supervising Officer and (iv) shall devote the Executive's best efforts and such time, including attention, knowledge and skill to the appointment of Gund as the Chief Financial Officer operation of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required business and affairs of the ManagerCompanies as shall be necessary to perform the Executive's duties. During the Employment Period, the Executive's place of performance for the Executive's duties and responsibilities shall be at the Companies' corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies' business or as may be reasonably required by the Companies. (b) Subject Notwithstanding the foregoing, it is understood during the Employment Period, subject to the Board's assignment any conflict of certain interest policies of the following functions to other Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive's duties and responsibilities hereunder, (ii) make and manage personal investments of the Debtors' officers or reservation of certain functions by the BoardExecutive's choice, Gund and (in his role as Chief Financial Officeriii) shall be authorized to make decisions, in consultation with the Debtorsprior consent of the Companies' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) which shall not be conditioned upon any particular results being achieved by unreasonably withheld, serve on the Manager but only final Bankruptcy Court approval at the conclusion board of this engagementdirectors of one (1) for-profit business enterprise. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive shall perform the duties and services commensurate with the position of County Manager of Cobb County, Georgia, those assigned to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions Executive by the Board, Gund (and those established by law in his role Section 2-33 of the State Enabling Legislation of Cobb County, which states in pertinent part as Chief Financial Officer) follows: “The county manager shall be the chief executive officer of Cobb County and the administrative head of the county government. He [or she] shall be responsible to the board of commissioners for the proper and efficient administration of all affairs of the county, except as otherwise provided by law. It shall be the duty of the county manager to: (1) See that all laws and ordinances of the county are enforced; (2) Exercise control over all departments or divisions of the county which the board or chairman of the board has heretofore exercised or that may hereafter be created, except as otherwise provided in this article; (3) Keep the board of commissioners fully advised as to the financial condition and needs of the county; (4) Supervise and direct the official conduct of all appointive county officers and department heads, except as otherwise provided in this article; (5) Attend all meetings of the board with the right to take part in the discussions, provided that the county manager shall have no vote on any matter or issue before the board; (6) Supervise the performance of all contracts made by any person for work done for Cobb County and to supervise and regulate all purchases of materials and supplies for Cobb County within such limitations and under such rules and regulations as may be imposed by the board of commissioners, provided that the county manager is authorized to make decisionspurchases and contracts for the county in amounts not exceeding the formal sealed bid limit as defined by Cobb County ordinance or resolution and as may be amended from time to time; (7) Xxxxxx and advise with all other elected or appointed officials of Cobb County who are not under the immediate control of the board of commissioners but who receive financial support from said board; (8) Additionally, as stated in consultation with Section 2-34 of the Debtors' State Enabling Legislation of Cobb County, Executive shall take all action necessary so that the policies, rules and regulations so adopted by the Board shall be carried out, executed and enforced by the Executive as County Manager and Chief Executive Officer, with respect to all aspects Officer of the financial management County. With the exception of the Debtors' business Chairman and oversight other Commissioners, and in addition to any powers delegated to Executive by Law, Executive shall have, or is delegated, the power to direct, instruct, initiate termination proceedings or overrule any other appointed or hired employee of the bankruptcy process includingCobb County in their specific duties and actions as may be appropriate from time to time. This includes, but is not limited to, Bankruptcy Court reporting requirements, development of appointing a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) Deputy County Manager and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent assigning said person duties commensurate with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisionsposition. In the performance event that a majority vote of the foregoing functionsBoard of Commissioners is required to hire, Gund fire or otherwise appoint an employee, Executive shall report be empowered at any time to the Board. In addition to the above, Gund will accept an appointment submit a recommendation to the Board as to hiring, termination, appointment or removal of any non-elected employee or official. The provisions of this paragraph shall not apply to members of boards and serve as a member commissions, and positions of the Board if requested employment in connection therewith, when such boards and commissions were created by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time law, nor to the performance elective County officers of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund Cobb County and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' employed within said elective County officers, employees and representatives without verification or warranty of accuracy or validity’ respective offices. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. 3.1 The Executive shall be employed in the post of as an Executive Director (afrom 3 March 2008) and then in the post of Finance Director (from 30 April 2008) in which capacities he shall devote all such time, attention and skill as may be required for the proper performance of his duties hereunder, and shall at all times promote the success of the Company for the benefit of its members as a whole and, save where there is any conflict with the success of the Company, the success of its Group Companies and when in force, he shall comply with the directors’ duties set out in the Companies Xxx 0000, and shall also faithfully and diligently perform such duties and exercise such powers consistent therewith as may from time to time be assigned to or vested in him by the Board or the Company. 3.2 The Debtors represent Company reserves the right to assign to the Manager that its Board Executive duties of Managers (the "Board") has duly approved the retention a different nature either additional to or instead of the Manager those referred to in Clause 3.1 above on terms and approved conditions no less favourable than the terms of this Agreementand conditions set out herein, including it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with his status and subject always to the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act directors’ duties set out in the managerial capacities Companies Xxx 0000, as in force from time to carry out other services required of the Managertime. (b) Subject to 3.3 The Executive shall obey the Board's assignment reasonable and lawful orders of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation given by or with the Debtors' Chief Executive Officer, with respect to all aspects authority of the financial management Board, and shall comply with all the Company’s rules, regulations, policies and procedures from time to time in force, unless any of the Debtors' business and oversight of foregoing are inconsistent with this Agreement. 3.4 The Executive shall promptly provide the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and Board with all such other areas information as he it may identify, require in such manner as he deems necessary or appropriate in his sole discretion consistent connection with the business judgment rule or affairs of the Company and subject of any other Group Company for which he is required to appropriate governance by perform duties. 3.5 The Executive may be required in pursuance of his duties to perform services not only for the Company but also for any Group Company and, without further remuneration (except as otherwise agreed), to accept any such office or position with the Company, as the Board or the Company may from time to time reasonably require. The Company may at its sole discretion assign the Executive’s employment to any Group Company on the same terms and conditions as set out herein. 3.6 The Executive’s working hours at the office shall be 35.5 hours per week from Monday to Friday in accordance with the Debtors' operating agreements policy set out from time to time in the Company’s HR Policies and Procedures on Interact, and such additional hours (without further remuneration) as are necessary for the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the proper performance of his duties of employment. 3.7 The parties agree that the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member nature of the Board if requested by representatives of Executive’s position is such that his Employment is not and cannot be measured and so the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out Employment falls within the scope of services outlined herein upon prior approval regulation 20 Working Time Regulations 1998 (as amended). 3.8 The Executive’s normal place of work shall be the Company’s principal United Kingdom office from time to time or such other location in the United Kingdom at which the Company may from time to time require the Executive to base himself. The Executive agrees to travel (both within and outside of the Board. (dUnited Kingdom) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, for the depth proper performance of their analysis his duties and of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityEmployment. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive shall perform such duties and functions as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the Manager that its direction of, the Board of Managers (the "Board") has duly approved the retention Directors. Executive shall serve as an officer of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerCompany without further compensation. (b) Subject to At the Board's assignment of certain request of the following functions to other Board of Directors, Executive shall serve, without further compensation, as an executive officer and/or director of any subsidiary or affiliate of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisionsCompany and, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of such duties, Executive shall comply with the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board directives and serve as a member policies of the Board if requested by representatives of the Debtors who are authorized to make Directors of each such appointmentsubsidiary or affiliate. (c) The Manager Company shall use its best efforts to cause Gund Executive to devote substantially all his business time be appointed to the performance Board of services for the Debtors hereunder on behalf Directors of the Manager. Additionally, Company and the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope next Annual Meeting of services outlined herein upon prior approval of the BoardStockholders and Executive shall serve as a Director without further compensation. (d) In undertaking to provide During the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion term of this engagementAgreement, Executive shall devote substantially all of his time and attention, vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder and do not violate Section 10 hereof. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited Nothing in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel this Section 7 or elsewhere in this Agreement shall be entitledconstrued to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, in performing their including real estate, stocks, bonds, securities, commodities or other forms of investments, provided such activities do not unreasonably interfere with Executive's performance of his duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityhereunder. (f) Gund and The principal location at which the ManagerExecutive shall perform his duties hereunder shall be at the Company's offices in Needham, Massachusetts or at such other personnel will work cooperatively with Debtors' officers and other professionals and will keep location as may be designated from time to time by the Board fully apprised of their findingsDirectors of the Company. Notwithstanding the foregoing, plans Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and activities. The Company understands Executive recognizes that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring planssuch duties may involve travel.

Duties. (a) The Debtors represent to Employee shall be employed as President and Chief Executive Officer of the Manager Employer's Datatec Division. Promptly after execution of this Agreement, the Employer shall combine the business operations of the Employer and its subsidiaries, HH Communications Inc., Signatel Ltd., and Datatec, into the Datatec Division, except that the Employer's Strategic Business Units, for management purposes, and its Computer-Aided Software Integration, Inc. subsidiary, for any purposes, shall not be included in the Datatec Division. In his capacity as President of the Datatec Division, the Employee shall be responsible for supervising the following functions of the Datatec Division: Sales, customer service, technical support, project management, field service, staging and integration, purchasing, accounting, administration and financial functions. The Employee shall not be responsible for supervising the legal matters of the Datatec Division. The Employee shall also serve as Chief Executive Officer of Datatec and have such other responsibilities and duties as are assigned by the Employer's Board of Managers Directors (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion are consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part position of Debtors' senior management team and as such will be involved in key operating decisions. In the performance President of the foregoing functions, Gund shall report to the BoardDatatec Division. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund Employee agrees to devote substantially all his business full time and best efforts to the performance of services for his duties to the Debtors hereunder on behalf Employer. The Employee shall also serve as a Director of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund andEmployer, to the extent necessary elected by the Manager's other personnelstockholders of Employer Datatec during the initial and any extended term of this Agreement; provided, may however, that the Employee shall immediately be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis appointed as a Director of the information on which their decisions will be based may be limited Employee, to serve in some respects due such initial term until the next annual meeting of stockholders of the Employer. The Employer shall cause the Board of Directors of each subsidiary within the Datatec Division to cause its respective executive officers to directly report to the availability of information, time constraints Employee and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf to accede to his authority as President of the ManagerDatatec Division, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityas such authority is set forth in this Section. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Superintendent represents and warrants that he is able, and will continue to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreementbe able, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act the District’s Superintendent of Schools in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions a competent and professional manner in compliance with applicable laws, policies and regulations adopted by the Board, Gund and as otherwise directed by the Board. The Superintendent shall perform his duties over the full fifty-two (in his role as Chief Financial Officer52) weeks of the School District’s fiscal year (July 1 to June 30), less applicable vacation, leave, and holidays. The Superintendent shall be authorized expected to make decisionsattend meetings of the Board and its committees and to attend and participate in School District functions or, on occasion, other civic activities having relation to the School District’s interests within the Covert community. Among his other duties, the Superintendent shall prepare the agendas for each Board of Education meeting in consultation with the Debtors' Chief Executive Officer, with respect to all aspects President of the financial management Board or his delegate, and forward same to each member of the Debtors' business Board, along with his recommendations and oversight supporting documentation on each agenda item, sufficiently in advance of the bankruptcy process includingmeeting so that each member can assimilate such information prior to the meeting. The Superintendent will act as advisor to the Board and keep it informed on matters pertaining to the administration of the School District. The Board collectively and individually shall refer promptly all criticism, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) complaints and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent suggestions called to their attention to the Superintendent for study and recommendation. The Superintendent is herein vested with the business judgment rule and subject to appropriate governance authority by the Board in accordance with of Education to appoint his administrative team including bookkeeper, principals and supervisors. These appointments by the Debtors' operating agreements Superintendent are integral to any reform effort he is to undertake and Board support for these appointments is essential to the Bankruptcy Courtfulfillment of the contract obligation by the Board. As Chief Financial OfficerIt is understood and agreed that the Superintendent shall not replace the persons currently performing the duties of the positions listed above until their employment contracts have terminated or the positions involved have otherwise been vacated, Gund will be part so that at no time shall the District have more than one person performing the essential duties of Debtors' senior management team and as such will be involved in key operating decisionspositions. In addition, it is understood and agreed that the compensation paid to such persons shall be in the range of that paid to persons performing such duties in the past. Furthermore, the Board’s evaluation of the Superintendent shall include consideration of the performance of the foregoing functions, Gund shall report persons appointed by him to the Board. In addition to the positions above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. Employee shall initially serve as Chief Executive Officer of the Company. In that capacity, Employee shall have authority and be responsible to manage the operations of the Company consistent with the Company's annual business plan. The Company's annual business plan will be formulated by Employee and approved by the appropriate Service Line Leader of Enterprise Profit Solutions Corporation, a Delaware corporation, parent of the Company, and subsidiary of EPS Solutions (a) The Debtors represent "EPS"), and will, among other things, set forth guidelines related to budgeting, capital expenditures, hiring and strategic initiatives. Employee will formulate the Manager business plan and manage the Company with the primary goal of enhancing stockholder value by maximizing revenues and profitability of the Company. Employee will have authority to bind the Company to contracts that its Board are consistent with Employee's duties and responsibilities hereunder, subject to limitations consistent with EPS policies. Employee shall perform such related duties and services as EPS's board of Managers directors (the "BoardBOARD") has duly approved and/or its Chief Executive Officer may from time to time assign, provided however, that if Employee remains employed by the retention Company, Employee's responsibility and authority within the Company will not be materially diminished without Employee's written consent as long as shares of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject restricted stock purchased by Employee pursuant to the Board's assignment of certain of the following functions Restricted Stock Purchase Agreement described in Section 4 are subject to other of the Debtors' officers or reservation of certain functions by the Board, Gund Restrictions (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, defined in such manner Restricted Stock Purchase Agreement) (the "RESTRICTED PERIOD"). Except as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, Employee's position and duties may be changed at any time and from time to time by the Manager does not guarantee Board or otherwise provide any assurances Chief Executive Officer of EPS. Such duties shall be rendered at such place or places as the Company shall require based upon the interest, need, business and/or opportunities of the Company, provided however, that it will succeed in restoring for the Debtors' operational and financial health and stability or that there will be a successful reorganization under Restricted Period, the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) principal place at which Employee renders such duties shall not be conditioned upon any particular results being achieved by relocated more than twenty-five (25) miles from the Manager but only final Bankruptcy Court approval at location of such place on the conclusion of this engagementdate hereof without Employee's written consent. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (aA) The Debtors represent to Individual members of the Manager that its Board of Managers Directors shall be responsible for: (1) Promoting and maintaining the "Board") has duly approved the retention interests of the Manager Union in the member’s District; (2) Assisting Chapters in their activities; (3) Encouraging competent persons to seek Chapter offices; (4) Suggesting and approved helping to promote district-wide meetings; (5) Assisting and obtaining appropriate and interesting speakers and information for sharing and distributing at meetings; (6) Relaying to Chapters, District Councils, Assemblies and/or the terms Union office the problems of this Agreementmembers which have been brought to their attention; (7) Assisting and advising in the Chapter’s nominations and election; (8) Swearing in new officers and executive board members; (9) Visiting assigned Chapters; (10) Overseeing an internal controversy committee in an assigned Chapter, District Council, and/or Assembly; (11) Filing visitation reports; (12) Notifying OCSEA of any changes, including elections and removals, of assigned Chapter, District Council and Assembly Officers and Executive Board members; (13) Assisting new Chapter, District Council and Assembly Officers and Executive Board members in receiving the appointment appropriate leadership and treasurer training; (14) Assisting the Treasurer of Gund as each assigned Chapter, District Council and Assembly in completing the Chief Financial Officer process necessary for the Comptroller to be a signatory on every financial account within thirty (30) days of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out an election or other services required change of the Manageroffice. (bB) Subject to The retiree representative on the Board's assignment Board shall be a participating OCSEA member in retiree labor organization Chapter 1184. (C) The President shall assign the Board of certain Directors members a number of Chapters. It shall be the responsibility of the following functions Board of Directors members to other of the Debtors' officers or reservation of certain functions by the Board, Gund assist his/her assigned Chapters. (in his role as Chief Financial OfficerD) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as event a member of the Board if requested by representatives of Directors or a District Representative agrees to serve in a management/exempt position on a temporary basis, he/she shall be removed from his/her position on the Debtors who are authorized to make such appointmentBoard automatically. (cE) The Manager Board of Directors and District Representative members shall cause Gund attend all regular and special Board meetings, standing and special committee meet- ings to devote substantially all his business time to which they are assigned unless excused. To be excused, the performance of services for OCSEA Central Office or the Debtors hereunder on behalf Chairperson must be notified of the Managerabsence in advance. AdditionallyWhen an emergency precludes advance notification, the Manager will have the right to use such additional personnel that State President may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardretroactively grant an excused absence. (dF) In undertaking to provide The actual and necessary expenses of members of the services set forth herein, Board of Directors in the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there pursuance of their duties will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved paid by the Manager but only final Bankruptcy Court approval at Union in confor- xxxxx with the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them policy established by the Debtors' officers, employees and representatives without verification or warranty Board of accuracy or validityDirectors. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Until the Transition Date, the Employee shall continue to serve as co-Chief Executive Officer of the Manager that Company on a full-time basis and exclusively for the Company, and in such other positions as may be agreed upon between the Employee and the Board. Until the Transition Date, the Employee shall perform such duties as may be assigned to him by the Board or its designee. From and after the Transition Date during the Services Term, the Employee shall perform such services for the Company and its Subsidiaries as may be reasonably assigned by and under the direction and control of the Board of Managers or the Company's Chief Executive Officer (the "BoardCEO") has duly approved ); it being understood that the retention Employee will not accept other full-time employment, will make available, on a first priority basis, no less than one quarter of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for hereunder, and will make himself available, at all times requested by the Debtors hereunder Board or the CEO, to make appearances on behalf of the Manager. AdditionallyCompany, including, but not limited to, road shows, public appearances, interviews, etc., subject to reasonable prior notice from the Company and, with respect to such priority, the Manager will have Employee's then-existing reasonable prior professional commitments. The Company shall provide to the right to use Employee such additional personnel that office space and other administrative support as may be necessary to devote sufficient determined from time to carry out time in the scope sole discretion of services outlined herein upon the CEO. On the Transition Date, the Employee shall formally resign from his position as an officer of the Company and each of its Subsidiaries. During the Services Term, the Company shall include the Employee on its slate of directors recommended for election by the Company's stockholders. If elected, the Employee shall serve as a director. At such times as the Employee and Stephan Paternot are both serxxxx xx xxx Xxxxd, the Chairman of the Board will recommend that the Employee and Stephan Paternot serve as Vicx-Xxxxxxxx xx xxe Board commencing with the first meeting of the Board following the date hereof. In the event that Employee and Stephan Paternot are not appoxxxxx Xxxx Xxxxxmen of the Board, the Employee, Stephan Paternot and approprixxx xxxxxxxx xxx directors of the Company will promptly meet to determine a mutually agreeable alternative title for each of the Employee and Stephan Paternot. As a Vice Cxxxxxxx xx xxx Xoard, the Employee shall not be, nor be deemed to be, an officer of the Company. This paragraph does not in any way limit the Company's ability, in its sole discretion, to amend its governing instruments regarding the duties of Vice-Chairman. The Employee will not, without the prior written approval of the disinterested members of the Board, engage in any other corporate, civic or charitable activity which would interfere with the performance of his duties on behalf of the Company, is in violation of policies established in good faith from time to time by the Board, is in violation of applicable law, or would create a conflict of interest with respect to the Employee's obligations to the Company, as determined by the disinterested members of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. You: (a) The Debtors represent acknowledge that you are a fiduciary of Unilever PLC (and/or other Unilever Group members), and agree that you will at all times act in good faith, carry out your duties honestly, faithfully and to the Manager that its Board best of Managers (your ability, comply with all lawful instructions, regulations and policies from time to time, and use your best endeavours to promote the "Board") has duly approved the retention interests of the Manager and approved the terms Unilever Group; (b) will accept any offices or directorships as Unilever PLC may reasonably require, without any additional remuneration; (c) will inform Unilever PLC immediately of any act or omission of yours which constitutes a breach of this Agreement, including the appointment and of Gund as the Chief Financial Officer any act or omission of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out any other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a staff member of the Board if requested by representatives Unilever Group of which you become aware that constitutes, or might reasonably constitute, a breach of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel duties owed by that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board.individual; (d) In undertaking will report to the Board as requested, and promptly provide any information, explanations and assistance requested regarding the services set forth hereinbusiness and affairs of Unilever PLC, the Manager does not guarantee or otherwise provide Unilever Group and any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement.related matters; (e) In view will devote the whole of the Debtors' present circumstancesyour working time, the Debtors acknowledge that Gund and, attention and skill to the extent necessary the Manager's other personnel, may be required to make decisions your role with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity.Unilever PLC; (f) Gund will properly perform your duties and exercise your powers; (g) will carry out your duties honestly, faithfully, to the best of your ability and at all times in compliance with the Unilever Code of Business Principles; (h) will comply with all rules, requirements, codes and regulations imposed or recommended from time to time by any industry or regulatory body relevant to your role and to the business of the Unilever Group; (i) will comply with all statutory, fiduciary or common law duties to Unilever PLC; (j) will do such things as are necessary to ensure compliance by you and Unilever PLC with the UK Corporate Governance Code (as amended from time to time) to the extent required by such Code; (k) will comply with all rules, requirements, recommendations or codes as amended, replaced or introduced from time to time including but not limited to those of the UK Listing Authority (including the Model Code), the Euronext Rule Book and Financial Supervision Act and the Manager's other personnel New York Stock Exchange Rules; (l) will work cooperatively comply with Debtors' officers all rules, policies and other professionals regulations issued by Unilever PLC whether or not contained in a company handbook including but not limited to the relevant anti-corruption/bribery and compliance policies; (m) will keep the Board fully apprised of their findings, plans comply with personal shareholding requirements and activities. The Company understands that Gund clawback and the Manager's other personnel malus provisions applicable to variable remuneration as set out in your reward letter from time to time; (n) will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate comply with the Debtors' creditors directions of the Board; (o) will use your best endeavours to promote the interests and their respective professionals reputation of each and every company in the Unilever Group; and (p) will not do anything that would cause you to be disqualified from acting as to a director or have a negative impact on your own reputation or the status reputation of operations and any company in the Debtors' restructuring plansUnilever Group.

Duties. During the Contract Term, (a) The Debtors represent to for the Manager that its Board of Managers (period beginning at the "Board") has duly approved Merger Date and continuing until the retention last day of the Manager first half of the Transition Period, Executive shall be the President and approved the terms of this Agreement, including the appointment of Gund as the Co-Chief Financial Executive Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in Company, the managerial capacities to carry out other services required Chairman of the Manager. (b) Subject to the Board's assignment of certain Executive Committee of the following functions to other of the Debtors' officers or reservation of certain functions by the Company Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives Company Board, (b) for the period beginning at the commencement of the Debtors who are authorized to make such appointment. last half of the Transition Period and continuing until the last day of the Transition Period, Executive shall be the Co-Chief Executive Officer of the Company, the Chairman of the Company Board and a member of the Company Board, and (c) The Manager for the period commencing immediately prior to the end of the Transition Period and continuing after the Transition Period, Executive shall cause Gund be sole Chief Executive Officer of the Company, Chairman of the Company Board and a member of the Company Board. In the event, however, that prior to the end of the Transition Period Corbin A. McNeill, Jr. should cease during the Contract Term to serve xx Xx-Xxxxx Xxxxxxxxx Officer of the Company, Executive shall immediately be sole Chief Executive Officer of the Company, and if Corbin A. McNeill, Jr. should cease to serve during the Contract Term xx Xxxxxxxx xx xxx Xxmpany Board prior to the end of the first half of the Transition Period, Executive shall immediately become Chairman of the Company Board. It is contemplated that, in connection with each annual meeting of shareholders (or action by written consent in lieu thereof) of the Company during the Contract Term, the shareholders of the Company will elect Executive to the Company Board. During the Contract Term (excluding any periods of vacation, sick leave or disability to which Executive is entitled), Executive (subject to Section 2.2) shall devote substantially all his business full attention and time to the performance of services for the Debtors hereunder on behalf business and affairs of the Manager. Additionally, the Manager will have the right Company and use his best efforts to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardperform his duties and responsibilities described herein. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) 4.1 The Debtors represent Executive is responsible for Retail Markets. 4.2 The Executive will report to the Manager that its Group Chief Executive, or to such other person as the Board may specify from time to time. 4.3 During his employment the Executive shall, 4.3.1 devote the whole of Managers (his time, attention and skill to the "Board") has duly approved the retention business of the Manager Group and approved shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers, authorities and discretions which may be assigned to or vested in him by the Board; and 4.3.2 comply with the Group’s rules, policies and regulations as varied from time to time and obey all reasonable and lawful directions given by or under the authority of the Board; and 4.3.3 comply with the terms of the Group’s Code of Conduct 4.3.4 not do anything prejudicial to the interests and reputation of the Group and shall promote and extend the business of the Group and protect and further its interests and reputation. 4.3.5 accept secondment to the employment of any Associated Company. Any such secondment may be for a fixed period or may be indefinite and may apply to all of the Executive’s employment duties or only some of them. Notwithstanding the foregoing, the Executive will not be required to perform any services which he cannot reasonably be expected to perform or which are not commensurate with his skills and experience or which are inconsistent with his duties. During any period of secondment, the Executive will continue to receive his normal salary and benefits and will remain subject to the terms of this Agreement, including the appointment of Gund Agreement except as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act otherwise provided in the managerial capacities to carry out other services required of the Managerany secondment agreement. (b) Subject to 4.4 Additionally the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect undertake such other duties as the Company considers necessary to extraordinary measures quickly. Consequently, meet the depth of their analysis needs of the information on which their decisions business. The Executive may also be required to perform services for any Associated Company and may be required to undertake the role and duties of a non-executive Director of other companies within the Group. No additional remuneration will be based may paid in respect of these appointments. 4.5 The duties of the Executive as an officer of the Company or of any Associated Company shall be limited in some respects due subject to the availability Articles of information, time constraints Association (or equivalent) of the relevant company and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, separate from and in performing their addition to his duties hereunder on behalf under this Agreement. Save where the Executive is a director of the ManagerMain Board if he ceases to be a director or officer of the Company or of any Associated Company (otherwise than by resignation from employment, to rely on information disclosed or supplied to them termination by the Debtors' officers, employees and representatives without verification Company of the Executive’s employment under this Agreement or warranty where the Executive is prohibited by law from acting as a director or officer of accuracy the Company or validity. (fan Associated Company) Gund and this Agreement shall nevertheless remain in force as if the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised Executive’s employment is that of their findings, plans and activitiesexecutive manager rather than that of director. The Company understands parties agree that Gund and in such circumstances the Manager's other personnel Executive will coordinate with Debtors' other officers and professionals not be entitled to cause Debtors to effectively communicate with any compensation in respect of the Debtors' creditors and their respective professionals loss of his position as to the status of operations and the Debtors' restructuring plansdirector or officer.

Duties. (a) During the term of the Executive's employment hereunder the Executive shall serve and (i) the Company shall employ the Executive as Chairman of the Board and (ii) LLC shall employ the Executive as Chairman. The Debtors represent to Executive shall preside over the Manager that its meetings of the Board of Managers Directors of the Company (the "Board") has duly approved the retention and of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer stockholders of the DebtorsCompany at which he shall be present and shall in general oversee all of the business and affairs of the Company and LLC and will perform such services consistent with those of a Chairman of the Board as may be assigned to the Executive by the Board. The Manager will assign Gund Executive hereby accepts such employment and agrees to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Managerperform such services. (b) Subject to the Board's assignment other provisions of certain this subsection 1(b), the Executive shall devote such portion of the following functions his time, attention and energies during business hours as may be necessary for him to perform his duties hereunder. The foregoing shall not be construed to prevent Executive from devoting time during business hours to (i) charitable and civic endeavors and (ii) performing services for and engaging in business activities with other of the Debtors' officers or reservation of certain functions by the Boardpersons, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and so long as such will be involved in key operating decisions. In the performance of the foregoing functionsendeavors, Gund shall report services and activities do not prevent Executive from fulfilling his fiduciary responsibilities to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentEmployers. (c) The Manager Executive shall cause Gund cooperate with the Employers, including taking such medical examinations as the Employers reasonably shall deem necessary, if the Employers shall desire to devote substantially all his business time obtain medical, disability or life insurance with respect to the performance of services for the Debtors hereunder on behalf of the ManagerExecutive. AdditionallyWhere reasonably possible, the Manager will Employers shall cooperate with the Executive's request to have such examinations performed by the right Executive's personal physician or another physician reasonably acceptable to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the BoardExecutive. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Executive shall not be conditioned upon any particular results being achieved by required to relocate or conduct the Manager Employers' business outside the New York, New York area in order to perform his duties under this Agreement but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, shall undertake such reasonable business travel as may be required necessary to make decisions with respect to extraordinary measures quickly. Consequently, perform said duties (for which the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel Executive shall be entitled, reimbursed pursuant to Section 4 below for costs and expenses incurred in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityconnection therewith). (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to During the Manager that its Board Term of Managers (Employment, the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund Executive shall serve as the Chief Financial Executive Officer and, as provided in Section 2(b) below, a Director of the DebtorsCompany with such authority and duties as are generally associated with such position and as may be assigned to him from time to time by the Board of Directors of the Company that are consistent with such authority and duties. The Manager will assign Gund Executive shall report to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required Chairman of the ManagerBoard of Directors of the Company, or someone or some body within the Board if there is no Chairman or if the Executive becomes the Chairman. (b) Subject During the Term of Employment and except as provided in Section 2(c), the Executive shall devote his full business time and best efforts to the Board's assignment of certain business and affairs of the following functions Company. The Executive agrees to other continue to serve during the Term of Employment as a Director and a member of any committee of the Debtors' officers or reservation Board of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects Directors of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by Company that the Board may designate. The Company agrees to use its commercially reasonable best efforts to cause the Executive to be elected and continued in accordance with office throughout the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part Term of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve Employment as a member of the Board if requested by representatives of Directors of the Debtors who are authorized to make such appointmentCompany 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 Manager shall cause Gund to devote substantially all his business time Anything herein to the performance contrary notwithstanding, nothing in this Agreement shall preclude the Executive from (i) serving on the boards of services for directors of other corporations or the Debtors hereunder on behalf boards of a reasonable number of trade associations and/or charitable organizations, in each case subject to the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. Board of Directors of the Company (d) In undertaking not to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(cunreasonably withheld), respectively(ii) shall engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that such activities do not be conditioned upon any particular results being achieved by interfere with the Manager but only final Bankruptcy Court approval at the conclusion proper performance of his duties and responsibilities under this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesAgreement. The Company understands agrees that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals Executive may continue to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as serve in all board positions disclosed to the status Company prior to the date of operations and the Debtors' restructuring plansthis Agreement.

Duties. (a) The Debtors represent Company hereby agrees to employ Executive (i) from the Effective Date to the Manager that its Effective Time (as defined in the Merger Agreement), as Chairman of the Board of Managers (the "Board") has duly approved the retention Directors and Chief Executive Officer of the Manager Company; (ii) from the Effective Time (as defined in the Merger Agreement) until the Crowxxx Xxxmination Date (as defined below), as Chief Executive Officer and approved President of the terms Company (in accordance with Section 2.01(h) of the Merger Agreement); and (iii) for the period commencing upon the Crowxxx Xxxmination Date (as defined below), as Chief Executive Officer and Chairman of the Board of the Company. For purposes of this Agreement, including the appointment "Crowxxx Xxxmination Date" shall be the earlier to occur of Gund (a) the date one year following the Effective Time (as defined in the Chief Financial Officer Merger Agreement) and (b) the date of Mr. Xxxxxxx'x xxxth, resignation or removal as Chairman of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required Board of the ManagerCompany. Executive acknowledges that Danixx X. Xxxxxxx xxxl be Chairman of the Board of the Company for the period beginning at the Effective Time and ending upon the Crowxxx Xxxmination Date. Executive hereby agrees to waive any and all rights he might otherwise have under Section 5(e) as a result of the changes to his position, status, title, duties and responsibilities prior to the Effective Date set forth in Section 1 of this Employment Agreement, or which are contemplated under the Merger Agreement. (b) Subject Executive in these capacities agrees to use his best efforts during the Board's assignment Term of certain Employment to protect, encourage and promote the interests of the following functions to other Company. During the Term of the Debtors' officers or reservation of certain functions by the BoardEmployment (as hereinafter defined), Gund (in his role as Chief Financial Officer) Executive shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and also perform such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion duties consistent with the business judgment rule and subject offices held by Executive as may be reasonably assigned to appropriate governance him from time to time by the Board in accordance with the Debtors' operating agreements of Directors, and the Bankruptcy Courtwill devote substantial time and attention to such duties, except for sick leave, vacations, and excused leaves of absence. As Chief Financial OfficerDuring such period, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that Executive may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may also be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis perform services for one or more affiliates of the information on which their decisions will be based may be limited in some respects due to the availability of informationCompany. In addition, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitledExecutive may, in performing their his discretion, perform such duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.at

Duties. (a) The Debtors represent You shall continue to be nominated as a director of the Company and, subject to your election thereto by the Board of Directors or the stockholders of the Company, you shall be employed as Vice Chairman of the Board of Directors of the Company; and you shall also be employed as the President of the Company. In such capacities, you shall serve as a 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 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 your positions as a senior executive officer. In the event that during the term of your employment hereunder your duties and responsibilities are expanded or your 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 your duties, you shall be subject to the Manager that its supervision and direction of the Board of Managers (the "Board") has duly approved the retention Directors of the Manager Company and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer Executive Committee of the DebtorsBoard of Directors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager.Exhibit 10(g) Employment Agreement between Avatar Holdings Inc. and Xxxxxx X. Xxxxxx -- continued (b) Subject to the Board's assignment term of certain your employment hereunder, you shall devote your full working time and effort to the proper performance of your duties and responsibilities as Vice Chairman of the following functions Board of Directors and President. You hereby represent and warrant to other of the Debtors' officers Company that you have no obligations under any existing employment or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business service agreement and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the that your performance of the foregoing functionsservices required of you hereunder will not conflict with other existing obligations or commitments. Nothing in this Agreement shall preclude you from engaging, Gund shall report to the Board. In addition to the aboveconsistent with your duties and responsibilities hereunder, Gund will accept an appointment to the Board in charitable and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentcommunity affairs. (c) The Manager You shall cause Gund to devote substantially all his business time perform the services contemplated hereunder at the principal executive office of the Company and at such other locations as may be reasonably necessary to the performance of services for the Debtors hereunder on behalf of the Manager. Additionallysuch services, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) you shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect relocate your principal residence to extraordinary measures quickly. Consequently, the depth of their analysis vicinity of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf principal executive offices of the Manager, to rely on information disclosed or supplied to them by Company as soon as practicable after the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityCommencement Date. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder, he will devote his full time, attention, knowledge and skills, faithfully, diligently and to the Manager that its best of his ability, in furtherance of the business of the Company, will perform the duties assigned to him pursuant to Paragraph 2 hereof, subject, at all times, to the direction and control of the President, Chief Executive Officer and the Board of Managers (the "Board") has duly approved the retention Directors of the Manager Company. Executive may render his services in Columbus, Ohio but will do such traveling as may be reasonably required of him in the performance of his duties and approved will be available at the terms Company's executive offices in Rockford, Illinois and at the Company's other facilities at such times as may be required by the Company. The Company acknowledges that Executive resides with his family in Columbus, Ohio and that Executive will not be required to relocate to Rockford, Illinois. If during the term of this AgreementAgreement Executive desires to relocate his family to Rockford, including Illinois, the appointment Company shall reimburse Executive for the cost of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board relocation in accordance with the Debtors' operating agreements Company's existing relocation policy, a copy of which is annexed hereto as Exhibit A. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions and restrictions as the Bankruptcy CourtCompany shall from time to time establish. As Chief Financial OfficerDuring the period of his employment hereunder, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In Executive shall not, without the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member written approval of the Board if requested by representatives of Directors first had and obtained in each instance, directly or indirectly accept employment or compensation from or perform services of any nature for, any business enterprise other than the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to Company and its subsidiaries. During the performance period of services for the Debtors hereunder on behalf of the Manager. AdditionallyExecutive's employment hereunder, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Executive shall not be conditioned upon entitled to additional compensation for serving in any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view office of the Debtors' present circumstances, the Debtors acknowledge that Gund and, Company or any of its subsidiaries to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityhe is elected. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Employee agrees, to the Manager that its Board of Managers (the "Board") has duly approved the retention extent of the Manager time commitment set forth below, to devote Employee’s undivided attention to the performance of the following services to Xxxxxx: A. Employee shall be a full-time regular employee and approved shall devote at least eighty percent (80%) of each work week of 40 hours per week on behalf of Xxxxxx. Xxxxxx acknowledges that Employee serves as an officer, director, and consultant to other companies and teaches various business classes (“Outside Activities”). Employee may spend time involved with such “Outside Activities” provided he does so in a way to fit into the terms time requirements of this Agreement, including tasks to be performed for Xxxxxx and does so without interference with Employee’s responsibilities and duties to Xxxxxx. Employee agrees to disclose to the appointment board of Gund directors upon request and from time to time the nature and complete details of all of his Outside Activities. B. Employee shall act initially as and shall have the title of Chief Financial Officer of Xxxxxx. Employee shall perform the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act variety of tasks within the scope of Employee’s title, including those described in the managerial capacities Bylaws of Xxxxxx, and shall have the responsibility, subject to the direction of the chief executive officer, to oversee financial affairs of Xxxxxx, including regulatory, SEC and SOX compliance, shall assist in the preparation and implementation of Xxxxxx’x business plan and budget, and shall carry out other services required duties and responsibilities customarily associated with the position of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) . Employee shall be authorized to make decisionsinterface with other officers, in consultation with employees, accountants, and consultants of Xxxxxx regarding the Debtors' Chief Executive Officer, with respect to all aspects implementation of the financial management various initiatives undertaken by Xxxxxx. C. Employee shall comply with Xxxxxx’x written policies set out in Xxxxxx’x Employee Handbook and Xxxxxx’x Code of Ethics. Employee acknowledges that such policies, from time to time, may be changed subject to giving notice to Employee. D. Although the principal office of Xxxxxx is located in Carson City, Nevada, Xxxxxx’x main business activities are located in Kentucky, New Mexico, and other states; thus Employee may work remotely from the principal office. E. Employee shall account for any and all property of Xxxxxx that may come into Employee's possession in the course of the Debtors' business employment, and oversight of at the bankruptcy process includingtermination, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) Employee agrees to turn in and settle for all such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentproperty. (c) The Manager shall cause Gund F. Employee hereby grants to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have Xxxxxx the right to use such additional personnel that may be necessary Employee’s name, picture, and curriculum vitae in connection with any brochures, web sites, slide presentations, offering memoranda, and other materials describing Xxxxxx and Employee as part of the management team. X. Xxxxxx, by action of the board of directors, reserves the right to devote sufficient time change, either by increasing or decreasing, the duties of Employee and to carry out designate other duties and responsibilities of Employee within the general scope of services outlined herein upon prior approval of the Boardforegoing. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Employment Period, the Executive (i) shall serve as President, United Stationers Supply Company, of the Companies, (ii) shall report directly to an officer of the Companies (the “Supervising Officer”) who shall be selected by the Board or the Chief Executive Officer in its or his or her sole discretion, (iii) shall, subject to and in accordance with the authority and direction of the Board and/or the Supervising Officer have such authority and perform in a diligent and competent manner such duties as may be assigned to the Manager that its Executive from time to time by the Board of Managers and/or the Supervising Officer and (iv) shall devote the "Board") has duly approved Executive’s best efforts and such time, attention, knowledge and skill to the retention operation of the Manager business and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer affairs of the DebtorsCompanies as shall be necessary to perform the Executive’s duties. The Manager will assign Gund to serve During the Employment Period, the Executive’s place of performance for the Executive’s duties and responsibilities shall be at the Companies’ corporate headquarters office, unless another principal place of performance is agreed in writing among the parties and except for required travel by the Executive on the Companies’ business or as Chief Financial Officer to act in may be reasonably required by the managerial capacities to carry out other services required of the ManagerCompanies. (b) Subject Notwithstanding the foregoing, it is understood during the Employment Period, subject to the Board's assignment any conflict of certain interest policies of the following functions to other Companies, the Executive may (i) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive’s duties and responsibilities hereunder, (ii) make and manage personal investments of the Debtors' officers or reservation of certain functions by the BoardExecutive’s choice, Gund and (in his role as Chief Financial Officeriii) shall be authorized to make decisions, in consultation with the Debtors' prior consent of the Companies’ Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) which shall not be conditioned upon any particular results being achieved by unreasonably withheld, serve on the Manager but only final Bankruptcy Court approval at the conclusion board of this engagementdirectors of one (l) for-profit business enterprise. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) 2.1 The Debtors represent Executive Director shall during his employment under this Agreement: 2.1.1 serve the Company and its subsidiaries to the Manager that its best of his ability in the capacity of Chief Nuclear Officer of British Energy 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 Managers any specific directions from the Board (but subject always to the "Board") has duly approved the retention memorandum and articles of association of the Manager Company) exercise general control and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' Company’s nuclear generation division; and 2.1.4 do all in his power to promote, develop and extend the business and oversight of the bankruptcy process includingCompany 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, but not limited to, Bankruptcy Court reporting requirements, development finances and affairs of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) the Company and shall provide such other areas as he may identify, in such manner as he deems necessary or appropriate explanations and supply all information in his sole discretion consistent possession as the Board may require in connection with such conduct of the business judgment rule business, finances or affairs of the Company; and 2.1.6 if and subject to appropriate governance 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 in accordance to act jointly with the Debtors' operating agreements him and the Bankruptcy Court. As Chief Financial OfficerBoard 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. 2.3 The Executive Director shall be based at Xxxxxxx Xxx, Gund will be part of Debtors' senior management team and as such will be involved Xxxxxxxx, Xxxxxxxxxx, XX0 0XX, or in key operating decisions. In any other place within the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to United Kingdom which the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services may require for the Debtors hereunder on behalf proper performance and exercise of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational his duties and financial health powers and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, he may be required to make decisions 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 respect to extraordinary measures quickly. Consequentlyany 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 12 months provided that throughout such a period, the depth of their analysis 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 information on which their decisions 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 In the event that the Company invokes its rights under paragraph 2.4 of this Agreement then the Executive Director’s responsibilities/liabilities as Chief Nuclear Officer will be based may be limited in some respects due to suspended for the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityperiod that he is away from work. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent EMPLOYEE shall be expected to satisfactorily carry out all the tasks and duties normally associated with the position. The EMPLOYEE agrees and undertakes to obey all reasonable and lawful orders and instructions which may be given by any person employed by the EMPLOYER or Client who is in a managerial or supervisory position. The EMPLOYEE confirms that he/she is capable and competent to perform the duties for which he/she has been employed, and that he/she has the necessary skills and knowledge to perform competently and to the Manager satisfaction of The EMPLOYER. It is expressly agreed by the EMPLOYEE that its Board should the work as set out in the job description, be unavailable he/she will be prepared to perform any other suitable work which falls within his/her vocational abilities provided that it shall be without loss of Managers (the "Board") has duly approved the retention remuneration. The performance of any other suitable work under these circumstances will not be seen as a right of the Manager EMPLOYEE and approved the terms EMPLOYER reserves the right to retrench the EMPLOYEE in these circumstances. Furthermore: The EMPLOYEE accepts and gives permission to his/her EMPLOYER or Client to conduct a polygraph from time to time. The EMPLOYEE accepts and gives permission to his/her EMPLOYER or Client to conduct a Breathalyzer and/or drug test from time to time. The EMPLOYER WILL NOT grant the EMPLOYEE any loan or advance pay in respect of this Agreement, including his/her Remuneration. That the appointment of Gund as the Chief Financial Officer EMPLOYER undertakes to comply with Section 198 of the DebtorsLabour Relations Act in respect of all statutory requirements as appropriate relating to- Bargaining Council Agreements; Binding arbitration awards; The Basic Conditions of Employment Act; All further statutory deductions will be imposed. Should the EMPLOYEE not be able to arrive at work on any particular day, he/she will notify the EMPLOYER or alternatively the Client within one (1) hour of starting time. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) compulsory retirement age shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions65 years old. In the performance event that the EMPLOYEE reaches the retirement age during his/her assignment, this contract will be terminated. The EMPLOYEE confirms that all training information, certificates/certification and credentials presented to the EMPLOYER in support of his/her application for employment are authentic and it is agreed that in the event of any of the foregoing functions, Gund shall report above subsequently proving to the Board. In addition to the above, Gund be false or expired this will accept an appointment to the Board and serve as a member be grounds for summary termination of the Board if requested by representatives EMPLOYEE'S services. Further any driving permit renewals (eg: PDP, Forklift etc.) conducted during the course of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there EMPLOYEE’S contract will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation for his/her account and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementdeducted from his/her wage. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of During your employment under this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund you agree to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject devote your entire business time, attention and energies to the Board's assignment business of certain of the following functions to other of the Debtors' officers Viacom, except for vacations, illness or reservation of certain functions by the Boardincapacity. However, Gund (nothing in his role as Chief Financial Officer) this Agreement shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve preclude you from serving as a member of the Board if requested by representatives of Directors of any charitable, educational, religious or entertainment industry trade, public interest or public service organization, in each instance not inconsistent with the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business practices and policies of Viacom, or from devoting reasonable periods of time to the activities of the aforementioned organizations or from managing your personal investments; provided, that such activities do not materially interfere with the performance of services for your duties and responsibilities hereunder. You will be Co-President and Co-Chief Operating Officer of Viacom, reporting directly and solely to the Debtors hereunder on behalf Chairman and Chief Executive Officer of Viacom (the “Chairman, CEO”), and you agree to perform such duties, and such other duties reasonable and consistent with such offices as may be assigned to you from time to time by the Chairman, CEO. You will manage the operations of the Managerfollowing business units of Viacom: (i) MTV Networks, Paramount Motion Picture Group, Paramount Parks, Showtime, BET, Simon & Xxxxxxxx and such other business units as may be added from time to time, and (ii) any business units managed by you as of the commencement of the Employment Term regardless of whether those units are listed in (i). AdditionallyYou acknowledge that Xxxxxx Xxxxxxx will be your Co-President and Co-Chief Operating Officer (the “Other Co-Chief Operating Officer”) and will manage the operations of the following business units of Viacom: (x) CBS, UPN, Paramount Television (including Spelling Productions Inc.), CBS Enterprises, Infinity Radio, Viacom Outdoor and such other Xxxxxx X. Xxxxxxx July 1, 2004 business units as may be added from time to time, and (y) any business units managed by him as of the Manager commencement of the Employment Term regardless of whether those units are listed in (x). You will have the right authority, functions, duties, powers and responsibilities normally associated with your position, including, without limitation, (i) all of the powers, rights and functions with respect to use supervising, coordinating and managing the business, operations and activities of the business units for which you are responsible; and (ii) decisions on hiring and firing of the personnel of such additional personnel that may be necessary business units; subject, in each case, to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. Chief Executive Officer of Viacom, as appropriate, and subject to required approvals and policies of the Board of Directors or the Compensation Committee of Viacom. You acknowledge that the Viacom officers in charge of the Viacom corporate functions will report to the Chairman, CEO and will, in the ordinary course of their duties, liaise with respect to such corporate functions with you and the managers of the business units for which you are responsible. You shall render your services under this Agreement from Viacom’s offices in the New York metropolitan area (d) In undertaking to provide the except for services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will rendered during business trips as may be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(creasonably necessary), respectively) and you shall not be conditioned upon any particular results being achieved by required to relocate outside of the Manager but only final Bankruptcy Court approval at New York metropolitan area. On the conclusion date on which the executive serving as the Chairman, CEO on the date of this engagement. Agreement resigns from the position of CEO (eor ceases to serve in such position for any reason) In view of the Debtors' present circumstancesbut in any event no later than December 31, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions 2007: (i) you will be based may be limited in some respects due to appointed the availability Chief Executive Officer of information, time constraints and other factors. Moreover, each Viacom or the Co-Chief Executive Officer of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. Viacom (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors Other Co-Chief Operating Officer appointed as the other Co-Chief Executive Officer of Viacom); or (ii) you will be appointed as the sole President and their respective professionals Chief Operating Officer of Viacom (with the Other Co-Chief Operating Officer appointed as to the status Chief Executive Officer of operations and the Debtors' restructuring plansViacom).

Duties. (a) The Debtors represent 3.1 During the Term, Distributor, its subsidiaries, corporate parents and commonly controlled companies shall not manufacture, distribute, sell, market or promote any Products which compete or is likely to compete with any of the Products without the prior written consent of Manufacturer. 3.2 In the event any restriction against engaging in a competitive activity contained in this Section shall be determined by any court of competent jurisdiction to be unenforceable by reason if its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, the restriction set forth shall be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable and to the Manager maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. 3.3 Distributor shall maintain and operate such suitable establishments and inventory in the Territory for the promotion, advertising, distribution and sale of the Products adequate to meet the market requirements for said Products in the Territory and at all times maintain an efficient and adequate staff of salespersons engaged in the promotion, advertising, and sale of the Products in the Territory. Distributor shall maintain sufficient warehouse, delivery and logistical personnel to assure customer service at the highest standard possible. Distributor's sales organization shall be maintained at adequate levels in terms of absolute manpower and quality of the sales force. 3.4 Unless specifically authorized in writing by the Manufacturer, Distributor shall exercise its best efforts only to promote the sale of the Products in the Territory and to further the popularity of names, brands, logos and trademarks used in connection with the distribution and sale of the Products. Distributor shall also use its best efforts to secure and maintain a volume of sales of the Products. 3.5 Distributor shall at all times comply with and strictly observe the laws and regulations applicable in the Territory and comply with all instructions, directions, specifications, information and data which Manufacturer may give with regard to the labeling, handling, use, storage, distribution, promotion and sale of the Products. While complying with the undertakings set forth in this Agreement or any agreement with subdistributors or stores, Distributor shall require that its Board of Managers (employees, representatives, intermediaries and agents comply with all the "Board") has duly approved laws, regulations and applicable legislation in the retention of the Manager and approved the terms of this AgreementTerritory, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirementsthe laws that regulate the labeling or packaging of the Products. In addition, development Distributor shall immediately notify Manufacturer of all the provisions and requirements set forth by any law, regulation or resolution of any authority in the Territory that may affect Manufacturer or the purchase, sale or dispatch of the Products or the resale of the Products to the customers or to others. 3.6 Distributor agrees to adhere to and comply with Manufacturer’s policies, programs and directives as from time to time communicated and to cooperate in all respects. 3.7 Distributor agrees to furnish to Manufacturer, promptly upon request, such written information as Manufacturer may, from time to time, reasonably request concerning Distributor’s sales activities to customers in the Territory. 3.8 Distributor will promptly deliver to Manufacturer a plan true, correct and complete list of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) all clients and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance products represented by the Board in accordance with the Debtors' operating agreements and the Bankruptcy CourtDistributor. As Chief Financial Officer, Gund Such list will be part revised on the anniversary date of Debtors' senior management team this Agreement. 3.9 Distributor agrees to solicit business and as such will be involved to bear exclusively the cost of any and all selling and administrative expenses, including correspondence, telex, telephone, traveling and entertainment expenses, salaries and commissions, advertising and sales promotion expenses and generally not to commit the Manufacturer to any expenses in key operating decisions. In the performance of Territory without the foregoing functions, Gund shall report Manufacturer’s specific written authorization. 3.10 Neither Manufacturer nor Distributor is required to spend any minimum amount on advertising and/or public relations related to the Board. In addition Products, however, Distributor agrees to incur advertising and promotional expenditures to support the above, Gund will accept an appointment Program in a manner similar to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmenthow it supports other products it distributes. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) Commencing on the Start Date, the Executive shall serve as the President and Chief Operating Officer of the Company. The Debtors represent Executive shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of the size and nature of the Company, including full operational authority consistent with the duties and responsibilities of a president and chief operating officer. All of the employees of the Company (other than Xxxxxx Xxxxxxx (the “Founder”) and the Principal Executive Officer) shall report, directly or indirectly, to the Manager Executive (it being acknowledged and agreed that its Board of Managers (the "Board"i) has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer, General Counsel and Internal Audit have direct interactions with the Board and committees thereof and (ii) the editors may also report to the Founder), and the Executive shall report to the Principal Executive Officer of the Debtors. The Manager will assign Gund Company; provided, however, that effective on a date to serve as Chief Financial Officer to act in be hereafter designated by the managerial capacities to carry out other services required Board of Directors of the ManagerCompany (the “Board”), which date shall be no later than January 1, 2012, the Executive shall report solely and directly to the Board. (b) Subject Effective on a date to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions be hereafter designated by the Board, Gund (in his role which date is anticipated to be no later than June 30, 2012, the Executive shall be promoted to serve as Chief Financial Officer) Executive Officer of the Company and thereafter shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects highest ranking executive officer of the financial management Company (other than if at any time the Founder is appointed to serve as the Chairman or Executive Chairman of the Debtors' business Company or in a similar position) and oversight shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of the bankruptcy process includingsize and nature of the Company, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion including full operational authority consistent with the business judgment rule duties and subject responsibilities of a chief executive officer. All of the employees of the Company (other than the Founder) shall continue to appropriate governance by report, directly or indirectly, to the Board in accordance with Executive (it being acknowledged and agreed that (i) the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team General Counsel and as such will be involved in key operating decisions. In Internal Audit have direct interactions with the performance of Board and committees thereof and (ii) the foregoing functions, Gund shall editors may also report to the Board. In addition Founder), and the Executive shall report solely and directly to the above, Gund will accept an appointment Board. (c) The Executive shall be elected to the Board and serve as a member of the Board if requested by representatives at the first meeting of the Debtors who are authorized Board to make such appointment. occur after the Start Date (c) The Manager shall cause Gund which is currently scheduled to devote substantially all his business time occur on July 19, 2011). Thereafter, at each subsequent shareholders’ meeting occurring during the Employment Term, she will be nominated to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval serve as a member of the Board. (d) In undertaking to provide During the services set forth hereinEmployment Term, the Manager does Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company, shall comply with the Company’s policies and procedures of which she is aware or should reasonably be expected to be aware and shall devote substantially all of her business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not guarantee engage in any activity inconsistent with the foregoing, whether or otherwise provide any assurances that it will succeed not such activity shall be engaged in restoring for pecuniary profit, unless approved by the Debtors' operational Board in writing; provided, however, that, to the extent such activities do not violate, or substantially interfere with her performance of her duties, services and responsibilities under this Agreement, the Executive shall be permitted to manage her personal, financial health and stability legal affairs and serve on civic or that there will be a successful reorganization under the Chapter 11 proceedingcharitable boards and committees of such boards. The Debtors' obligation parties understand and agree that the Executive may continue to pay the Manager's compensation serve on corporate, civic and reimbursement of expenses (charitable boards listed on Schedule A attached hereto and may serve on such other corporate, civic and charitable boards as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not may be conditioned upon any particular results being achieved approved by the Manager but only final Bankruptcy Court approval Board in writing; provided, that such activities do not violate, or substantially interfere with her performance of her duties, services and responsibilities under this Agreement. During the Employment Term, the Executive’s principal location of employment shall be at the conclusion Company’ s executive offices in New York City, New York, except for customary business travel on behalf of this engagementthe Company and its subsidiaries and affiliates. (e) In view Upon any termination of the Debtors' present circumstancesExecutive’ s employment with the Company, the Debtors acknowledge that Gund andExecutive shall be deemed to have resigned from all other positions she then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the Company and the Executive. For purposes of determining the timing of (but not eligibility for) amounts payable upon “termination of employment,” “Date of Termination” or “separation from service” under this Agreement, such terms shall mean, to the extent necessary required under Section 409A of the Manager's other personnelInternal Revenue Code of 1986, may be required to make decisions with respect to extraordinary measures quickly. Consequentlyas amended (“Section 409A”), the depth of their analysis of the information on which their decisions will be based may be limited Executive’s “separation from service” as defined in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund Section 409A and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityapplicable regulations thereunder. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent EMPLOYEE is engaged as the EMPLOYER's "Director of Research & Development" and, subject to the Manager that its Board direction and approval of Managers EMPLOYER's President/CEO and Management,, shall establish, supervise and manage a research & Development facility to (i) provide product support to existing products, including TALKIE, TALKIE-GLOBE and BCS, which after the "Board"first six months shall mean high-level support advising assigned service and support engineers of 786710, FIDELITY, and/or FIDELITY's subsidiary, Computer Business Sciences, Inc., (ii) has duly approved improve and enhance such existing products so as to keep them at the retention most current state-of-the-art level, and (iii) develop new products to increase the EMPLOYER's product line. EMPLOYEE shall provide product advice and assistance to EMPLOYER's officers,, directors and key management. In cooperation with, and subject to, EMPLOYER's President/CEO and Management, EMPLOYEE shall develop a schedule of the Manager and approved the terms of this Agreementwork, including the appointment of Gund as the Chief Financial Officer scope and content of the DebtorsR&D work being performed, and shall develop, for approval'by EMPLOYER's President/CEO and Management, an annual budget for the R&D within that scope of work. EMPLOYEEIS performance shall be subject to the supervision of EMPLOYERIS President/CEO and Management. The Manager will assign Gund precise consulting scope and the specific services to serve as Chief Financial Officer be rendered by EMPLOYEE may be defined, interpreted, curtailed, or extended, from time to act in the managerial capacities to carry out other services required time, by determination of the Manager.Presideht/CEO of EMPLOYER, provided, however, that any definition, interpretation, curtailment, or extension is consistent with the status of, and/or educational experience required for, the responsibilities for which EMPLOYEE has been initially engaged hereunder. It is the intent of this provision (b) Subject to In addition, at the Board's assignment option of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims EMPLOYER I s management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance approval of the foregoing functionsEMPLOYER's shareholders, Gund shall report during the term of this Agreement EMPLOYEE shall, from time to the Board. In addition to the abovetime, Gund will accept an appointment to the Board and serve as a member director of the Board EMPLOYER if requested so elected. The parties acknowledge that EMPLOYEE is presently a director elected to serve until his successor is elected and qualified. If elected to serve as a director, EMPLOYEE shall be indemnified by representatives EMPLOYER and shall receive the benefits of any O&D insurance. Removal and/or failure to elect or reelect EMPLOYEE as a director shall not be a breach of this Employment Agreement or the Debtors who are authorized to make such appointmentcontemporaneously executed Master Agreement. (c) The Manager parties intend that EMPLOYEE's duties shall cause Gund to devote substantially all his business time to the performance of services not require regular travel or prolonged trips. Accordingly, other than required appearances for the Debtors hereunder on behalf legal proceedings, attendance at meetings of the Manager. AdditionallyBoard of Directors, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope high level conferences with potential and existing customers, attendance at job-related technology conferences, and similar types of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth hereintravel necessitated by EMPLOYEE's position, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational duties and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c)know-how, respectively) EMPLOYER shall not require that EMPLOYEE travel. All business travel shall be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion expense of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on EMPLOYER which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitledshall, in performing their duties hereunder on behalf of the Manageraddition, provide excess medical/health insurance coverage applicable to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityEMPLOYEE at all locations outside Israel. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. The Consultant shall provide its services through various nominees (a) the “Consultant’s Nominees), using all its/their experience, resources and due diligence. The Debtors represent Consultant represents that its Nominees are fully qualified, without the benefit of any further training or experience, to perform the duties customarily incident to such services. The duties of the Consultant shall be offered, to the Manager that its Board of Managers (Company or to the "Board") has duly approved Owning Companies or to the retention of vessels managed by the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the DebtorsCompany on a worldwide basis. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject Consultant shall report to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight Company about the affairs of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identifyCompany and/or the Owning Companies with which it deals, in such manner and at such times as he deems necessary or appropriate in his sole discretion consistent may from time to time be requested by the management of the Company. The Consultant’s duties and responsibilities hereunder shall always be subject to the policies and directives of the Company’s management as communicated from time to time to the Consultant or, as the case may be, of the Owning Companies’ management as communicated from time to time to the Consultant. It is a condition to this Agreement that the Consultant’s Nominees will provide services commensurate with the business judgment rule and subject to appropriate governance high level of services provided by the Board in accordance with the Debtors' operating agreements Company and the Bankruptcy Courtimportance of the Consultant’s role. As Chief Financial OfficerIt is within the role of the Consultant to inform the management of the Company and/or of the Owning Companies and to carry out their instructions, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisionsregarding all matters related to the consultancy undertaken hereunder. In order to properly carry out this job, the performance Consultant’s Nominees will have the authority, as the case may be, to direct the actions of other employees of the foregoing functionsCompany and/or of the Owning Companies whose functions involve matters related to the consultancy undertaken hereunder, Gund shall and such employees will, inter alios, report to the BoardConsultant’s Nominees. In addition Subject to the above, Gund will accept an appointment the precise duties, responsibilities and authority of the Consultant may be expanded or modified, from time to time, at the discretion of the management of the Company and/or of the Owning Companies. The Consultant agrees that during the term of its engagement hereunder, it shall devote substantially its full attention, knowledge and experience and give its best effort, skill and abilities, in the supervision of, attendance to, promotion of and handling of the affairs related to the Board consultancy undertaken hereunder, the business and serve as a member interests of the Board if requested by representatives of Company and/or the Debtors who are authorized to make such appointmentOwning Companies. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, quarterly pre-scheduled Board meetings and mandatory weekly management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Manager that its Board of Managers (Company at mutually convenient times and places, attend external meetings, conferences and presentations when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities, and have the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund authority commensurate to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Managersuch position. (b) Subject to The Director’s specific roles and responsibilities shall require a minimum time commitment of approximately twenty (20) hours per week and shall include the Board's assignment following: (i) working on Company prospective acquisitions by providing financial modelling, quantitative analysis and valuation opinions; (ii) developing post acquisition/merger budgets and forecasts; (iii) assisting in the preparation of certain of presentation materials; (iv) crafting financial strategies for completed acquisitions; and (v) developing risk management strategies for the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCompany. (c) The Manager Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the boards of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Director shall cause Gund not be involved in any way with any company that could be considered a direct competitor, unless prior written approval is granted by the Board. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to devote substantially all such entities 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 fiduciary duties as a Director and other such obligations as set forth herein. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business time to activity which could materially interfere with the performance of his duties, services for and responsibilities hereunder or which is in violation of the Debtors hereunder 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) any current employer and its affiliates or (ii) the Managerboard of directors of any entities on which he currently sits. AdditionallyAt such time as the Board receives such notification, the Manager will have Board may require the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval resignation of the Board. (d) In undertaking to provide Director if it determines that such business activity does in fact materially interfere with the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view performance of the Debtors' present circumstancesDirector’s duties, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints services and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityresponsibilities hereunder. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent 3.1 During the Employment Period EMPLOYEE shall serve in the Office of Executive Vice President, COO and perform appropriate executive services for the COMPANY in accordance with the historical nature and scope of duties performed by EMPLOYEE as Executive Vice President, COO of BIOMED RESEARCH TECHNOLOGIES, Inc. 3.2 EMPLOYEE shall be entitled to make ALL normal executive level management decisions of the Manager COMPANY that its involve matters within the COMPANY's usual course of business and are duties customary for the EMPLOYEE in his or her capacity of Executive Vice President, and COO. EMPLOYEE's authority to manage the COMPANY shall be subject to review and direction from his or her immediate manager, if any, or by the Board of Managers (the "Board") has duly approved the retention Directors of the Manager COMPANY. Compensation paid to EMPLOYEES of the COMPANY shall be at industry standards. Bonuses, if any, for said EMPLOYEES shall be based on the individual EMPLOYEE's performance and approved tied to a formula adopted by the terms COMPANY's Board of Directors. 3.3 During the term of this Agreement, including although EMPLOYEE is involved in managing other businesses, EMPLOYEE shall devote primarily majority of his time, energy, and skill to the appointment of Gund as the Chief Financial Officer service of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act COMPANY and the promotion of COMPANY'S interests, and shall use his best efforts in the managerial capacities performance of his services hereunder. EMPLOYEE agrees to carry out other services required of the Manager. (b) Subject abide by all rules and regulations established from time to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions time by the Board; and all commissions, Gund (fees or other income earned and received by EMPLOYEE, if any, in his role as Chief Financial Officer) furtherance of the business of COMPANY, or its affiliates or from any other business or financial opportunity or endeavor in which EMPLOYEE is an active participant and not a passive investor, shall be authorized accepted by EMPLOYEE for the account of COMPANY, and shall be remitted to make decisionsCOMPANY within three (3) days of EMPLOYEE's receipt thereof. 3.4 EMPLOYEE may, in consultation with the Debtors' Chief Executive Officerif elected, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process includingwithout additional compensation, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance unless expressly approved by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance Directors of the foregoing functionsCOMPANY, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member director of the Board if requested by representatives of the Debtors who are authorized to make such appointmentCOMPANY. (c) 3.5 The Manager services of EMPLOYEE shall cause Gund to devote substantially all his business be rendered in such places and localities as the COMPANY may require from time to the performance of services for the Debtors hereunder time, and he shall do such traveling on behalf of the Manager. AdditionallyCOMPANY as may reasonably be required consistent with the historical requirements of the office of Executive Vice President, COO of the Manager will have COMPANY. 3.6 EMPLOYEE shall comply with all COMPANY policies for the right to use EMPLOYEES; as such additional personnel that policies may be necessary to devote sufficient exist from time to carry out the scope of services outlined herein upon prior approval of the Boardtime. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive is employed as Senior Executive Vice President and Chief Operating Officer of Partners Trust during the Employment Term. As the Senior Executive Vice President and Chief Operating Officer of Partners Trust, the Executive shall render executive, policy and other management services to the Manager that its Board of Managers (the "Board") has duly approved the retention Partners Trust of the Manager type customarily performed by persons serving in a similar executive capacity and approved Partners Trust shall cause the terms of this Agreement, including the appointment of Gund Bank to appoint Executive to also serve as the Senior Executive Vice President and Chief Financial Operating Officer of the DebtorsBank. During the Employment Term, the Executive shall serve as a full-time employee, and be subject to the direction of such person(s) designated by the Board of Directors of the Employer and Board of Directors of the Bank to give direction to the Executive, and, in connection therewith to perform such duties as shall be directed by such person designated, and as are commensurate and consistent with the Executive's title, position and experience. The Manager will assign Gund Executive shall also perform such duties as the Board of Directors of the Employer or the Board of Directors of the Bank may from time to serve as Chief Financial Officer to act time reasonably direct. During the Employment Term, there shall be no material decrease in the managerial capacities to carry out other services required duties and responsibilities of the Manager. (b) Subject Executive otherwise than as provided herein, unless the parties otherwise agree in writing; provided, that if the Executive temporarily assumes some or all of the duties and responsibilities of another key executive of the Employer due to such key executive's death, disability or termination of employment, the reassignment of such duties and responsibilities back to the Board's assignment of certain key executive or his or her replacement shall not constitute a material decrease in the duties and responsibilities of the following functions Executive. During the Employment Term, the Executive shall not be required to other relocate, without his consent, his place of employment to a location more than 65 miles away from the Bank's Utica, New York headquarters location to perform his duties hereunder, except for reasonably required travel by the Executive on the business of the Debtors' officers Employer or reservation the Bank. The Executive is encouraged to affiliate with professional associations, business and civic organizations in support of certain functions by the Board, Gund (in his role as Senior Executive Vice President and Chief Financial Officer) shall be authorized to make decisionsOperating Officer , in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, provided that Executive's involvement in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In activities does not adversely affect the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder duties on behalf of the Manager. Additionally, Employer or the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the BoardBank. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. 4.1 The Executive shall be a director of the Company and (a) The Debtors represent subject always to the Manager that its Board of Managers (the "Board") has duly approved the retention directions of the Manager and approved the terms of this AgreementPresident IEI), including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund together with any other director appointed from time to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions time by the BoardPresident IEI, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with conduct the Debtors' Chief Executive Officer, with respect to all aspects of the financial general management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development Company in the UK and of a plan any subsidiary of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) the Company in the UK and shall also carry out such other areas duties for companies in the Group as he the President IEI may identify, from time to time require. 4.2 For the duration of this agreement the Executive shall (without prejudice to the generality of clause 4.1) in the course of his duties: 4.2.1 diligently and faithfully serve the Company and use his utmost endeavours to promote its interests; 4.2.2 render his services in a professional and competent manner and in willing cooperation with others; 4.2.3 undertake such manner travel inside and outside the United Kingdom as he deems necessary or appropriate in may be required for the proper performance of his sole discretion consistent duties; and 4.2.4 at all times comply with the business judgment rule rules and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance procedures of the foregoing functions, Gund Company and of any association or professional body to which the Company and/or the Executive may from time to time belong. 4.3 The Executive shall report to the Board. In addition President IEI (or such other person as the President IEI may from to time determine) as the above, Gund will accept an appointment President IEI may from time to time determine and shall at all times keep the Board President IEI (or such other person) fully informed of his activities and serve shall promptly provide such information and explanations as a member of may be requested from time to time by the Board if requested by representatives of the Debtors who are authorized to make President IEI (or such appointmentother person). (c) 4.4 The Manager Executive shall cause Gund to devote substantially all his business time to be based at the performance Normal Place of services for the Debtors hereunder on behalf of the ManagerWork. Additionally, the Manager will The Company shall have the right to use such additional personnel that may be necessary to devote sufficient vary the Normal Place of Work from time to carry out time upon 90 days notice. Should the scope of services outlined herein upon prior approval Company require the Executive to be based outside of the Boardarea of the M25 motorway to a location where it is not practicable for him to commute, then the Company shall either provide reasonable rented accommodation for the use of the Executive (at the cost of the Company) or shall reimburse his reasonable hotel expenses. (d) In undertaking 4.5 The Executive will be required from time to time to both travel and work outside the UK in performance of his duties. 4.6 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 services set forth hereinExecutive and the Company may, in its discretion: 4.6.1 provide the Manager does Executive with alternative work; and/or 4.6.2 suspend the Executive from the performance of his duties including without limitation requiring him not guarantee to contact any customers, clients, suppliers, agents, professional advisers, brokers, bankers or otherwise provide employees of the Company or of any assurances that it company in the Group; and/or 4.6.3 exclude the Executive from any premises of the Company or of any company in the Group; and/or 4.6.4 require the Executive to resign from any or all offices in the Company and any company in the Group. 4.7 Salary and benefits will succeed not cease to be payable to the Executive by reason only of such suspension, exclusion or requirement and the Executive shall throughout any such period of suspension or exclusion continue to be an employee of the Company and shall comply with all his obligations under this agreement without limitation. 4.8 The Executive shall devote the whole of his time and attention to the businesses and affairs of the Company and of any other company within the Group for which he is directed to work, from time to time, in restoring the Debtors' operational and financial accordance with this agreement unless prevented by ill health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. from so doing. 4.9 The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Executive shall not be conditioned upon any particular results being achieved by during the Manager but only final Bankruptcy Court approval at the conclusion continuance of this engagement. (e) In view agreement directly or indirectly enter into or be concerned or interested in any trade or business or occupation whatsoever other than the business of the Debtors' present circumstancesCompany, except with the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis prior written consent of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityPresident IEI. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) i. The Debtors represent Employee shall perform those functions, which are normally the functions of an Assignment Employee and shall further perform those functions, which shall be reasonably determined from time to time by the President of the Employer or its designated officers. ii. The Employee shall, during the Term of his employment devote his entire working time, attention and energies to the Manager that its Board of Managers (the "Board") has duly approved the retention business of the Manager and approved Employer. The Employee agrees that his work will be scheduled by following the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer and conditions of the DebtorsEmployer’s app. The Manager app is called MadWall Employment App and the Employee understands that he will assign Gund be solely responsible for scheduling his own shifts and accepting work by selecting a position that has been posted by the Employer on the MadWall Employment App. The Employee will be entitled to sign up for a posted position and to accept work on a first come first serve as Chief Financial Officer to act in basis, provided the managerial capacities to carry out other services required employee has the correct skills and qualifications for the posted position. The Employee further acknowledges and agrees that it is within the sole discretion of the ManagerEmployer to determine whether the Employee has the correct skills and qualifications to apply for a posted position. The Employee also acknowledges and agrees that from time to time his hours of work will vary and may be irregular and that the Employer does not guarantee the Employee a fixed and/or minimum amount of work or compensation. (b) Subject iii. The Employee acknowledges and agrees for the Employer to rate him based on his performance, attendance, and client review. The Employee will be evaluated individually through the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements Employer’s electronic interface and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have Employer reserves the right to use such additional personnel modify each employee’s score at its discretion. The Employee agrees and acknowledges that he will start his employment with a five (5.0) rating score and that this rate may fluctuate throughout the term of his employment. The Employee agrees to the following rating policies: a. Some metrics of the Rating Rules (as seen below in paragraph 3(iii)(e) have a maximum allowable point allocation within a given month. The maximum allowable point allocation resets at the beginning of each month. The Employer will conduct the Employee’s rating assessments at the end of each month. The Employee may be necessary eligible to devote sufficient time earn two percent (2%) of their gross pay as a bonus if the Employee ends the rating assessment with a five (5.0) star rating. The Employee acknowledges and agrees that any bonus payment in this regard is discretionary and that the Employer reserves the right not to carry pay any such bonus. b. Each employee is to retain a minimal score of four (4.0), called the Datum Score. If an employee is under the Datum Score (ie. 4.0), the Employee’s ability to put out an application for any assignment and to select a posted position within the scope of services outlined herein upon prior approval MadWall Employment App will be restricted because of the BoardEmployee’s poor rating. The Employee agrees and acknowledges that the Employer reserves the right to the final decisions in regard to any reassessment of the Employee’s Datum Score. (d) c. In undertaking the event that the Employer decides to provide reassess the services set forth herein, Employee’s Datum score the Manager does not guarantee or otherwise provide any assurances that it Employee will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions watch a mandatory video. The Employee may file for reassessment up to three (3) times, after which they may no longer file for reassessment and may be terminated pursuant to paragraph 6.2(f) below. The Employee agrees that in order to support his request for reassessment he will provide the Employee with respect his position in writing outlining why he believes reassessment is necessary, together with any documentation that may assist in his request for reassessment. d. The Employee agrees and acknowledges that if he drops below the Datum Score (ie. 4.0 rating score) he will still be obligated to extraordinary measures quicklyfinish any assignments he has signed up for that are scheduled to take place within the 48 hours immediately following him becoming informed of his low Datum Score. Consequently, All other assignments selected by the depth of their analysis of the information on which their decisions Employee will be based placed back in the assignment pool and may be limited in some respects due to the availability of information, time constraints and selected by other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityEmployees. (f) Gund and e. The Employee agrees to be rated based on the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.following Rating Rules: Employer Rating 5 Star Rating4 Star Rating3 Star Rating2 Star Rating1 Star Rating + 0.1 + 0.05 ± 0 - 0.05 - 0.1 + 0.2 + 0.1 - No Limit No Limit Monthly Earnings $0 ≤ Gross Monthly Earnings ≤ $1499$1500 ≤ Gross Monthly Earning ≤ $1999$2000 ≤ Gross Monthly Earning ± 0 + 0.2 + 0.4 ± 0 + 0.2 + 0.4 No Show Employee did not show up for approved assignment -1.0 No Limit

Duties. 4.1 The Executive shall during the continuance of his employment: (aA) The Debtors represent faithfully and diligently perform those duties and exercises such powers consistent with them in relation to the Manager that its Board of Managers (the "Board") has duly approved the retention business of the Manager Company or of any Group Company as may from time to time be vested in or assigned to him by the Board; (B) well and approved faithfully serve the terms Company and any relevant Group Companies to the best of this Agreement, including his ability and carry out his duties in a proper and efficient manner and use his bet endeavors to promote and maintain the appointment interests and reputation of Gund the Company; (C) work normal office hours of 9 a.m. to 5 p.m. together with such additional hours as the Chief Financial Officer Company reasonably deems necessary for the proper performance of his duties, subject to a minimum of 35 hours per week on average in each year of the DebtorsExecutive’s employment. The Manager will assign Gund to serve as Chief Financial Officer to act in Executive agrees for the managerial capacities to carry out other services required purposes of the Manager.Working Time Regulations 1998 whenever necessary to work longer than 48 hours a week on average and to give 3 months’ notice of any revocation of such agreement; (bD) Subject perform his duties principally at the Stirling University Innovation Park, or at such other location as the Company shall reasonably require whether on permanent or temporary basis; (E) devote the whole of his working time, skill, ability and attention to the Board's assignment of certain business of the following functions Company; (F) in all respects conform to other and comply with lawful directions and regulations given and made by the Board; (G) in all respects conform to and comply with relevant rules and/or codes issued by or on behalf of any Recognized Stock Exchange; (H) travel to such places (whether inside or outside the Debtors' officers or reservation of certain functions United Kingdom) in such manner and on such occasions and for such periods as the Board may from time to time reasonably require; and (I) if so required by the Board, Gund (perform his duties hereunder jointly with such other person or persons as the Board may from time to time reasonably require. 4.2 The Executive shall promptly disclose forthwith to the Company any and all information he has or acquires which relates or may relate to the business or any potential business of the Company, save that this obligation shall not apply to information supplied to the Executive under an obligation of confidentiality where it would be a breach of that obligation to disclose the information hereunder. 4.3 The Executive shall immediately upon the Company’s request supply any and all information which the Company may reasonably require in his role as Chief Financial Officer) shall order to be authorized able to make decisionscomply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Listing Rules of the UK Listing Authority. 4.4 For the avoidance of doubt, subject always to the Executive retaining the same or a similar level of responsibility and authority, the Company may, in consultation with its absolute discretion, vary from time to time the Debtors' Chief Executive Officer, with respect to all aspects functions and job title of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentExecutive. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent As of April 18, 2008 until such time as the Board of Directors of THK (the “Board”) may, in its sole and absolute discretion, may otherwise decide, Executive shall be employed as interim Chief Executive Officer of THK (“CEO”) at its principal offices at 00000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, or at other offices or locations designated by THK, subject to such travel as the rendering of services hereunder may require, and Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Board in connection with the conduct of THK’s businesses (the “Business”). Executive shall report directly to, and be subject to the Manager management oversight and direction of, the Board. The duties of Executive shall be those that its Board of Managers (the "Board") has duly approved the retention are customarily performed by a chief executive officer of the Manager same or similar title in a company with similar revenues, together with such additional, supplemental or alternative duties as may from time to time be requested provided such additional duties are reasonably related to the scope of employment of Executive and approved the terms his title. By way of this Agreementexplanation and not limitation, including the appointment of Gund Executive shall be employed and serve as the Chief Financial Executive Officer of THK only for so long as the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerBoard shall desire. (b) Subject At any time during the Term, as defined below, or otherwise, the Board may replace the Executive as CEO, upon which event the Executive shall be employed under this Agreement as Chief Operating Officer of THK (“COO”), the Executive’s position with THK prior to his elevation to interim CEO. The Board shall notify the Executive in writing of this change in his position and provide a copy of the Board’s resolution approving this change. Immediately upon receipt of such notice, the Executive shall cease being or acting as CEO, thereupon commencing serving as COO, subject to the Board's assignment of certain of same terms and conditions as is specified in Section 2(a) hereof, except that the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) Executive shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited report directly to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and be subject to appropriate governance by the Board in accordance with the Debtors' operating agreements management oversight and the Bankruptcy Court. As Chief Financial Officerdirection of, Gund will be part any duly designated chief executive officer of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to THK or the Board and serve as the duties of Executive shall then be those that are customarily performed by a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentchief operating officer. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent a. Employee shall have the duties, authorities and responsibilities forth in Exhibit A attached to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including as amended from time to time and with input from the appointment Company’s Board of Gund as Directors (the Chief Financial Officer “Board”). Employee’s principal place of employment with the Debtors. The Manager will assign Gund Company shall be at the Company’s offices, currently at 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, provided that Employee understands and agrees that Employee may be required to serve as Chief Financial Officer travel from time to act in the managerial capacities to carry out other services required of the Managertime for business purposes. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Boardb. Employee shall devote Employee’s full business time, Gund (in his role as Chief Financial Officer) shall be authorized to make decisionsenergy, in consultation with the Debtors' Chief Executive Officerbusiness judgment, with respect to all aspects of the financial management of the Debtors' business knowledge, skill and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time best efforts to the performance of services for Employee’s duties with the Debtors hereunder on behalf Company Group, in conformance with rules and policies of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient Company Group in effect from time to carry out time and otherwise provided or made available to Employee. Employee will not, during the scope of services outlined herein upon Term, directly or indirectly engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor or in any other capacity, either with or without compensation, without the prior approval written consent of the Board. . However, Employee may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, civic, educational, religious and similar types of activities, speaking engagements and membership on other boards, provided such activities do not interfere in any material way with the business of the Company Group and provided further that Employee cannot serve on the board of directors of (dor provide services to) In undertaking to provide any publicly traded company without the services set forth hereinwritten consent of the Board, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) which shall not be conditioned upon unreasonably withheld. The time involved in such activities shall not be treated as vacation time. Employee shall be entitled to keep any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementamounts paid to him in connection with such activities (such as director fees and honoraria). (e) In view of c. The Company hereby expressly acknowledges that Employee’s personal investments include investments made by JJT Holdings LLC and Percy Holdings LLC. Notwithstanding the Debtors' present circumstancesforegoing, the Debtors acknowledge that Gund and, Employee is bound by and subject to the extent necessary Code of Ethics – Personal Investment Policy and all other policies under the Manager's other personnel, may Medley Investment Advisers Regulatory Compliance Manual. Employee further agrees that his involvement in the foregoing personal investment activities shall not (i) create regulatory concerns for the Company Group that cannot be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due resolved or mitigated to the availability Board’s reasonable satisfaction, (ii) create actual or potential conflicts of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall interest that cannot be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed resolved or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as mitigated to the status of operations and the Debtors' restructuring plansBoard’s reasonable satisfaction or (iii) otherwise interfere with Employee’s ability to perform his duties hereunder.

Duties. During the Term of Employment, (ai) The Debtors represent to the Manager that Employee shall be engaged as the Chairman of the Board and Chief Executive Officer of Maidenform, Inc. and its subsidiary companies (hereinafter individually and collectively along with the Parent called the “Employer’s Group”) and (ii) so long as service as both Chairman of the Board of Managers (Directors of Parent and Chief Executive Officer of Maidenform, Inc. is permissible under applicable law, regulations and the "Board") has duly approved corporate governance requirements of any stock exchange or market quotation system on which the retention shares of Parent are listed or quoted, the Employee shall also serve as Chairman of the Manager Board of Directors of Parent. If, for the reasons set forth in the immediately preceding sentence, the Employee cannot serve as both Chairman of the Board of Directors of Parent and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Executive Officer of Maidenform, Inc., so long as service as both Chief Executive Officer of Maidenform, Inc. and on the Debtors. The Manager will assign Gund to Board of Directors of Parent is permissible under applicable law, regulations and the corporate governance requirements of any stock exchange or market quotation system on which the shares of Parent are listed or quoted, the Employee shall serve as Chief Financial Executive Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the BoardMaidenform, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business Inc. and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of Directors of Parent. The Employee shall have the full responsibility and authority to manage and direct the business of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time Employer, subject to the performance of services for the Debtors hereunder on behalf supervision of the ManagerBoard of Directors. AdditionallyIn addition, the Manager will Employee shall have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee other or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability more specific responsibilities or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions duties with respect to extraordinary measures quickly. Consequently, the depth of their analysis business of the information on which their decisions will be based Employer consistent with the Employee’s position as Chief Executive Officer as may be limited in some respects due determined and assigned to the availability Employee from time to time by or upon the authority of information, time constraints and other factorsthe Board of Directors of the Employer or the Parent. Moreover, each The Employee shall report to the Boards of Gund Directors of the Employer and the Manager's other personnel Parent. The Employee shall be entitled, in performing their duties hereunder on behalf also serve as a Director of the Manager, to rely on information disclosed Parent and as an Officer or supplied to them Director of any member of the Employer’s Group as requested by the Debtors' officers, employees and representatives Employer without verification or warranty of accuracy or validity. (f) Gund and the Manager's any additional compensation therefore other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesthan as specified in this Agreement. The Company understands that Gund has Director’s and Officer’s Liability Insurance in effect and will maintain Director’s and Officer’s Liability Insurance Coverage uninterruptedly in effect during the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status Term of operations and the Debtors' restructuring plansthis Agreement.

Duties. (a) The Debtors represent to Administrator shall supervise the Manager that its Board of Managers (the "Board") has duly approved the retention operation of the Manager and approved area of the terms of this Agreement, including the appointment of Gund assignment as the Chief Financial Officer Board shall determine necessary. He shall assume administrative responsibilities and leadership under the direction of the DebtorsBoard and with the support and assistance of the Interim Superintendent and in accordance with the laws of the State of Illinois and the policies, rules and regulations of the Board, which may be amended from time to time for the planning, operation and evaluation of the area of assignment. The Manager will assign Gund to serve as Chief Financial Officer to act Administrator shall be responsible for all the obligations contained in the managerial capacities to carry out other services required official job description for the Chief School Business Official and those imposed by the laws of the Manager. (b) Subject State of Illinois. The Administrator shall be responsible for, and deemed to the Board's assignment of certain have knowledge of, all of the following functions to other of the Debtors' officers or reservation of certain functions policies and rules and regulations established by the Board, Gund (in his role as Chief Financial Officer) and shall comply with their requirements. Upon assuming the office of Superintendent, the Administrator shall additionally have charge of the administration of the schools under the direction of the Board; he shall be authorized the chief executive officer for the Board; he shall recommend the selection, retention, and dismissal of, and direct and assign teachers and other employees of the School District under his supervision; he shall organize and direct the administrative and supervisory staff; he shall make recommendations to make decisionsthe Board concerning the budget, building plans, location of sites, and the selection of textbooks, instructional material, and courses of study; he shall direct the keeping of all records and accounts, and aid in the making of all reports, as required by the Board; he shall recommend rules, regulations, and procedures deemed necessary for the welfare of the School District; and, in consultation with general, he shall perform all other duties incident to the Debtors' Chief Executive Officer, with respect to all aspects office of the financial management Superintendent as the Board may delegate to his or as required by law. The Administrator also annually shall develop and present to the Board a list of his expected accomplishments and achievements based on prior input from the Debtors' business Board. These expected accomplishments and oversight of achievements are separate from and in addition to the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance performance goals established by the Board in accordance with Paragraph D.3 of this Contract. During the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officerterm of this Contract, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnelits sole discretion, may be required assign alternate duties to make decisions with respect and/or transfer the Administrator to extraordinary measures quickly. Consequentlyanother position in the District, provided the depth Administrator’s salary, benefits and term of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityemployment afforded under this Contract are not reduced. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the Term of Employment, the Employee shall serve as the ------ Company's Chief Executive Officer and shall assume those responsibilities customarily associated with and incident to the Manager that its Board position of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer. The Employee shall serve the Company faithfully, with respect conscientiously and to all aspects the best of the financial management Employee's ability and shall promote the interests and reputation of the Debtors' business Company. Unless prevented by sickness or disability, the Employee shall devote all of his time, attention, knowledge, energy and oversight skills, during normal working hours, and at such other times as the Employee's duties may reasonably require, to the duties of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development Employee's employment. The principal place of a plan employment of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and the Employee shall be the Company's principal executive offices or at such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject place(s) to appropriate governance be determined by the Board Company and Employee. The Employee acknowledges that in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officercourse of his employment, Gund will Employee may be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functionsrequired, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business from time to the performance of services for the Debtors hereunder time, to travel on behalf of the ManagerCompany at the Company's expense. AdditionallyThe Employee's principal work place shall be in South Florida. In the event the Company requests the Employee to relocate either out of South Florida, the Manager will have Employee may choose not to relocate by giving written notice to the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval Company within ten (10) days of the Board. (d) In undertaking date of such request. If the Company chooses to provide terminate the services set forth hereinEmployee as a result of the Employee's unwillingness to relocate, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to Company shall pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c)Employee, respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at remaining sum due Employee pursuant to the conclusion of this engagement. (e) In view terms of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiesAgreement. The Company understands that Gund shall not prohibit Employee from additional opportunities in his free time as long as there is not a conflict of interest now or in the future with Power2Ship and it's affiliates. Employee must receive permission in writing from the Manager's other personnel will coordinate with Debtors' other officers and professionals Board of Directors to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plansexecute additional opportunities.

Duties. A copy of the job description for EMPLOYEE’s position as School Counselor is incorporated by reference herein (a) See attached “Exhibit A”). The Debtors represent duties set forth in that job description may be amended from time to time at the sole discretion of SCHOOL. EMPLOYEE agrees that he/she/they shall at all times faithfully, industriously, and to the Manager that its Board best of Managers (the "Board") has duly approved the retention his/her/their ability to perform all of the Manager duties that may be required of the EMPLOYEE pursuant to the express and approved the explicit terms of this Agreement by the accomplishment of: 1. Fulfilling the functions enumerated in the EMPLOYEE’s job description; and 2. Such other duties as assigned by the Board or SCHOOL as necessary in SCHOOL’s discretion and judgment to effectuate the purposes of this Agreement. The EMPLOYEE understands that SCHOOL may at times make assignments that are in addition to those expressly described in this Agreement. The EMPLOYEE understands that the SCHOOL in its sole discretion and without prior notice may assign EMPLOYEE other and/or additional duties, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited toto a change in assignment to different specialty, Bankruptcy Court reporting requirementssubject or grade level, development according to any limitations or requirements of a plan the EMPLOYEE’s licensure, and/or the addition or elimination of reorganizationclassified duties, disclosure statementas necessary. In addition, claims managementthe EMPLOYEE shall attend all parent/teacher conferences, managing outside professionals (Huron Consulting Group) and such other areas as he may identifyspecial education meetings at which the EMPLOYEE’s attendance is required or requested, any planned SCHOOL events, including any events in the morning prior to the beginning of the work day, in the evening after the work day has concluded or over the weekend and any and all training, professional development and/or planning sessions before or during the school year; and 3. The EMPLOYEE will perform such duties as SCHOOL may reasonably assign and will abide by all SCHOOL’s policies and procedures as adopted and amended from time to time, including those policies and procedures set forth in the SCHOOL’s Employee Handbook, incorporated herein by reference (See attached “Exhibit B”), which may be amended from time to time at the sole discretion of SCHOOL; and 4. EMPLOYEE will not render services in person or by electronic means, paid or otherwise for any other entity during contracted work hours with the SCHOOL; and 5. EMPLOYEE will perform such duties as the SCHOOL may reasonably assign including performing any such duties remotely or “telecommuting” via internet, phone, or any other electronic device, while at home or at another location other than the school site as the SCHOOL deems reasonable and/or necessary; and 6. EMPLOYEE will conduct him/her/their self in a respectful and responsible manner as he deems necessary or appropriate a representative of SCHOOL both on and off campus. EMPLOYEE will refrain from engaging in his sole discretion consistent with the business judgment rule and subject any inappropriate behavior, including but not limited to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officersexual relations, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentwhile on SCHOOL property. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive has been elected as Vice President-Project Manager Integrated Product of the Company, and he agrees to serve as such during each year of the term of this Agreement that he is elected to such office and until his successor is elected and qualified. If at any time prior to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms expiration of this Agreement, including the appointment Board of Gund as the Chief Financial Officer Directors of the DebtorsCompany shall fail to reelect Executive as Vice President-Project Manager Integrated Product at the Company's Annual Organizational Meeting (except as a result of termination pursuant to Section 7 hereof), Executive's employment hereunder shall terminate ninety (90) days after the date of such meeting. The Manager will assign Gund During said ninety-day (90-day) period the Executive shall continue to serve be employed under this Agreement, shall cooperate fully with the Company's Board of Directors and shall devote his full business time and attention to such duties not inconsistent with the provisions hereof as Chief Financial Officer he shall be assigned by the Company's Board of Directors. Upon termination of Executive's employment hereunder pursuant to act in this Section 4(a), the managerial capacities to carry out other services required Executive shall resign as an officer of the ManagerCompany and each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, the Executive, provided he does not violate the provisions of Section 9 hereof, shall be entitled to receive (i) as severance pay an amount equal to his Salary, at the rate in effect at the time of termination of employment hereunder, for a period of two (2) years after the date of such termination, payable in monthly installments, and (ii) the certain benefits provided for in Section 8 hereof, for a period of two (2) years after the date of such termination or such shorter period as provided in Section 8. If Executive's employment hereunder shall terminate pursuant to this Section 4(a), such termination shall not prevent Executive from accepting other employment with the Company or otherwise after the effective date of such termination. (b) Subject The Executive agrees to devote his entire business time, attention and services exclusively to the Board's assignment of certain business and affairs of the following functions Company and its subsidiaries and to other perform his duties with fidelity and to the best of his ability. Executive may accept directorships on the Debtors' officers or reservation Board of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation Directors of profit and nonprofit corporations with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member prior consent of the Board if requested by representatives of Directors of the Debtors who are authorized to make such appointmentCompany. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (ai) The Debtors represent CRO shall have those powers and duties as prescribed herein and as normally associated with the position of chief restructuring officer of entities comparable to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) Company and such other areas powers and duties as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of prescribed by the Board. (dii) In undertaking to provide The CRO shall lead and direct Additional Personnel, if any, together and in cooperation with the services set forth hereinChief Executive Officer (the “CEO”), the Manager does Chief Financial Officer (the “CFO”) and other applicable officers of the Company, in performing a financial review of the Company, including but not guarantee limited to a review and assessment of financial information, short and long-term projected cash flows and operating performance (collectively, the “Financial Review”), which Financial Review shall be presented to the Board and the Committee; it being understood that such Financial Review, once reviewed by the Board and Committee and accepted as a Company work product, shall be provided by the Company to its creditors and other parties as directed by the Board or otherwise provide any assurances that it will succeed the Committee; (iii) The CRO shall, with the assistance of Additional Personnel, if necessary, together and in restoring cooperation with the Debtors' operational CEO, the CFO and financial health other applicable officers of the Company, identify and, if applicable, implement, of cost reduction and stability operations improvement opportunities; (iv) The CRO shall lead and direct, with the assistance of Additional Personnel, the CEO, the CFO, other officers of the Company, and the Company’s investment bankers and other engaged professionals, the development of restructuring plans or that there will be a successful reorganization under strategic alternatives intended to maximize the Chapter 11 proceedingenterprise value of the Company. The Debtors' obligation CRO, with the assistance of the CEO, the CFO, other officers of the Company, the Company’s investment bankers and other engaged professionals, shall present his findings and recommendations regarding the appropriate restructuring path to pay the Manager's compensation Board and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement.Committee; (ev) In view of The CRO shall serve as the Debtors' present circumstances, Company’s principal contact with the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions Company’s stakeholders with respect to extraordinary measures quickly. Consequentlythe Company’s financial and operational matters; and shall act as contact for any debtor in possession facility, pre-petition lenders, and any official statutory or ad hoc committee that may be appointed in a chapter 11 case; (vi) The CRO shall, with the assistance of Additional Personnel, if necessary, together and in cooperation with the CEO, the depth of their analysis CFO and other applicable officers of the information on which their decisions will be based may be limited in some respects due to Company and the availability of information, time constraints Company’s investment bankers and other factors. Moreoverengaged professionals and counsel, each develop and prepare a chapter 11 plan of Gund reorganization; (vii) The CRO shall, with the assistance of Additional Personnel, if necessary, together and in cooperation with the Manager's CEO, the CFO and other personnel shall be entitled, in performing their duties hereunder on behalf applicable officers of the ManagerCompany, to rely on information disclosed or supplied to them by prepare schedules and statements of financial affairs and assist in the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity.claims management process; (fviii) Gund The CRO shall, with the assistance of Additional Personnel, if any, together and in cooperation with the Manager's CEO, the CFO and other personnel will applicable officers of the Company, develop and implement cash management strategies, tactics and processes and shall work cooperatively with Debtors' officers the Company’s treasury department and other professionals and will keep coordinate the Board fully apprised activities of their findings, plans and activities. the representatives of other constituencies in the cash management process; and (ix) The Company understands that Gund CRO and the Manager's Additional Personnel shall perform such other personnel will coordinate with Debtors' services as may be reasonably requested or directed by the Board, the Committee and/or other officers and professionals to cause Debtors to effectively communicate with authorized Company personnel; provided, however, that such services are not duplicative of work others are performing for the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plansCompany.

Duties. (a) The Debtors represent Xxxxxx shall be the President and Chief Executive Officer (“CEO”) of Gulf & Western during the Term and shall perform the services as set forth in Gulf & Western’s bylaws and as Gulf & Western’s Board of Directors (“Board”) shall direct, which services shall be commensurate with Xxxxxx’x status as CEO of Gulf & Western. Xxxxxx shall perform his services subject only to the Manager that its Board of Managers (the "Board") has duly approved the retention direction and control of the Manager Board and approved will report only to the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerBoard. (b) Subject During the Term, Xxxxxx shall devote at least half and up to substantially all of his working time and attention to the Board's assignment business and affairs of certain Gulf & Western as may be required to fulfill the duties of CEO, provided however that the following functions Company acknowledges that Xxxxxx shall have the right to be a director or officer of other corporations not affiliated with Gulf & Western and that a portion of the Debtors' officers or reservation of certain functions by the Board, Gund (his time will be devoted to those other activities; provided that Xxxxxx’x positions and activities for such other corporations shall not be in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation conflict with the Debtors' Chief Executive Officerinterests of Gulf & Western. Should a potential conflict arise, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and Xxxxxx shall discuss such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent potential conflict with the business judgment rule Board and subject to appropriate governance by shall obtain the consent of the Board in accordance writing before proceeding with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentpositions or activities. (c) The Manager Upon execution of this Agreement, Xxxxxx shall cause Gund to be appointed as a director of Gulf & Western and shall devote substantially all his business such time and attention to the performance affairs of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that Gulf & Western as may be necessary required to devote sufficient time fulfill the duties of director. Xxxxxx shall not be entitled to carry out any additional compensation for his services as director, and Xxxxxx’x service as a director shall terminate upon the scope termination of services outlined herein upon prior approval of the Boardthis agreement unless otherwise agreed in writing by Gulf & Western. (d) In undertaking Xxxxxx shall at all times conduct himself in a manner consistent with his duty of loyalty to provide Gulf & Western and shall present all opportunities that may fit Gulf & Western’s corporate objectives of which he becomes aware during the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementTerm. (e) In view Xxxxxx shall provide the Board with a confidential list of the Debtors' present circumstances, the Debtors acknowledge up to twelve mineral opportunities that Gund and, may potentially fit Gulf & Western’s corporate objectives of which he became aware prior to the extent necessary the Manager's other personnel, may Term. Gulf & Western shall have a right to elect to pursue selected opportunities on reasonable terms of compensation to be required to make decisions agreed with respect to extraordinary measures quicklyXxxxxx. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel Xxxxxx shall be entitledfree to pursue for his own account any opportunities Gulf & Western determines not to pursue, in performing their duties hereunder on behalf of the Manager, and also shall be free to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitypursue any opportunities that do not fall within Gulf & Western’s corporate objectives. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) 1 The Debtors represent Company shall employ the Executive, and the Executive shall serve in the full-time employ of the Company, on the terms and subject to the Manager that its conditions set forth in this Agreement. The Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company, reporting to the Board of Managers Directors for the Company (the "“Board"”) has duly approved and shall at all times during the retention Term be the most senior executive officer of the Manager Company. The Executive shall have such duties and authority commensurate with the position of CEO of the Company and shall perform such other duties commensurate with such position as the Board may from time-to-time assign. During the Term, Deutsche Telekom AG (“DT”) shall cause the Executive to be appointed to the Board (and for so long as the Company has publicly traded common stock or other equity securities, the Company shall use its best efforts to cause the Executive to be nominated for election to the Board). The Executive shall devote his best efforts and all of his business time and attention to promote the benefit and advantage of the Company; provided, however, that the foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities which have been previously approved by the terms Company’s compliance function consistent with Company policy or from devoting a reasonable amount of time to private investments not inconsistent with the Restrictive Covenant and Confidentiality Agreement (as defined below), and provided further, that the Executive may (i) continue to serve on the boards of directors of the entities listed on Exhibit A to this Agreement, including and (ii) serve on additional boards of directors and/or advisory boards from time to time, subject to the appointment of Gund as the Chief Financial Officer approval of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required Chairman of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (which approval shall not be unreasonably withheld, provided, further, that in his role all such cases such service may not materially interfere with the Executive’s full time services to the Company, and such service may continue for so long as Chief Financial Officer) shall be authorized to make decisionssuch entities do not, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects reasonable and good faith judgment of the financial management of the Debtors' business and oversight of the bankruptcy process includingBoard, but not limited tocompete, Bankruptcy Court reporting requirementsdirectly or indirectly, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceedingCompany. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Executive’s position shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval based at the conclusion of this engagementCompany’s headquarters in Bellevue, Washington. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. The Consultant’s services hereunder will be provided on the basis of the following terms and conditions: (a) The Debtors represent In connection with the Services to be provided (as defined below), the Consultant will report directly to the Manager that its Board of Managers (the "Board") has duly approved the retention chief executive officer of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the ManagerCompany (“CEO”). (b) Subject Services provided by the Consultant shall be: (i) ideation of future high-value applications of the 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 other therapeutic treatments other than those presently targeted, such as immunotherapies, protein knockdown and antibody treatments, and (iii) identification of workable uses for the Company’s ulRFE technology in fields other than the medical field, subject to any applicable law and to instructions provided by the executive officers or the CEO of the Company from time to time (collectively, “Services”). The Services shall be provided as and when reasonably requested by the Company and consented to by 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 Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the BoardCompany, Gund (in his role as Chief Financial Officer) provided that such notification shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' not exceed more than 25 business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentdays per year. (c) The Manager shall cause Gund Consultant will be available for up to devote substantially all his business time 90 hours per month to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel provide Services and Consultant understands that it may be necessary for a representative of Consultant, such representative to devote sufficient be approved of by the Company, such approval not to be unreasonably withheld, to travel to the Company’s offices from time to carry out time to provide Services. The Company shall provide reasonable notice to the scope of services outlined herein upon prior approval Consultant of the Boardneed for such travel in accordance with the mutual scheduling provision above and such travel shall be at Company’s prepaid expense. (d) In undertaking to The Consultant will faithfully and diligently provide the services set forth herein, Services and cooperate with the Manager does not guarantee or otherwise provide any assurances Company and utilize Consultant’s historical knowledge of the Company and professional skills to ensure that it will succeed all Services rendered hereunder are provided to the reasonable satisfaction of the Company in restoring a reasonable manner utilizing the Debtors' operational and financial health and stability or that there will be a successful reorganization under capabilities of the Chapter 11 proceedingConsultant consistent with the past experience the Principals had with the Company. The Debtors' obligation Consultant will act reasonably in order to pay render Services within Consultant’s capability in an effort consistent with the Manager's compensation and reimbursement strategic plans of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementCompany. (e) In view of the Debtors' present circumstancesThe Consultant will, the Debtors acknowledge that Gund and, subject to the extent necessary above and consistent with the Manager's other personnelterms hereof, assume and execute such duties and procedures as may be required reasonably determined or given from time to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty Company in connection with the provision of accuracy or validityServices by Consultant. (f) Gund and The Consultant will report the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised results of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as Consultant’s duties hereunder to the status CEO upon completion of operations any assignment or designated task and as the Debtors' restructuring plansCEO 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. The Employee shall be employed as President, Chief Executive ------ Officer, and (aif he is at the relevant time a Director of the Employer) The Debtors represent to Chairman of the Manager that its Board of Managers (the "Board") has duly approved the retention Employer. As Chairman of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) the Employee shall be authorized to make decisions, in consultation with preside over meetings of the Debtors' Employer's Board of Directors. As President and Chief Executive Officer, with respect subject to the general direction and control of the Employer's Board of Directors, Employee shall supervise the Employer's other executive officers, and guide and participate in the process of formulating and monitoring the Employer's performance of the Employer's annual budget and strategic business plan and undertake such other activities as the Board shall reasonably request from time to time. Notwithstanding the foregoing, it is agreed and understood that at any time after the fifth (5th) anniversary hereof the Employer may remove and replace Employee as President and/or as Chief Executive Officer; provided, that under those circumstances Employee shall -------- nonetheless remain employed full-time hereunder as a non-executive Chairman of the Board, and that in such capacity Employee shall continue to have access to all aspects such information, Employer resources, and support (including without limitation Board of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting GroupDirectors support) and such other areas as he may identify, in such manner as he deems is necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time permit him to carry out the scope purposes of services outlined herein upon prior approval Sections 4 and 5 of the Board. Stockholders Agreement dated as of the date hereof between the Employer, Employee, and certain other stockholders of the Employer (d) In undertaking the "Stockholders Agreement"). Employee ---------------------- represents that he is free to provide enter into this agreement and to carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this agreement. Employee shall use his best efforts, including the services set forth hereinhighest standards of pro fessional competence and integrity, the Manager does and shall devote his full business time and effort, in and to his employment hereunder, and shall not guarantee engage in any other noncharitable business activity other than advisory or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses directorship positions (as specified below under not inconsistent with Section 4(a5(b)) and 4(b) passive investments that collectively do not interfere with his day-to-day acquittal of his responsibilities hereunder. Employee shall give the Employer prompt written notice of any outside advisory or directorship positions or noncharitable business activity in which he engages from time to time, and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view represents and declares that he is engaged in no such activities as of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validitydate hereof. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to During the Manager that its Board of Managers (Employment the "Board") has duly approved Executive will: 4.1 faithfully and diligently perform such duties within the retention scope of the Executive’s normal duties as Deputy Chief Executive Officer of the Company and exercise such powers (not only for the Company but also any other Group Company) as may be assigned to or vested in him from time to time by the Line Manager and approved will use his best endeavours to promote the interests of the Company, subject to the terms of this Agreement, including clause 3.1; 4.2 give to the appointment Line Manager or such persons as he from time to time nominates such information regarding the affairs of Gund the Company as the Chief Financial Officer Line Manager may require and at all times conform to the reasonable and lawful directions of the Debtors. The Manager will assign Gund Line Manager; 4.3 devote such portion of his working time, attention and skills to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required business and affairs of the Manager. Company (b) Subject to the Board's assignment of certain of the following functions to or such other of the Debtors' officers or reservation of certain functions by the BoardGroup Company, Gund if any (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, other than with respect to all aspects Travelport GDS, with whom the Executive’s relationship is documented in a separate service agreement), to which the Executive may from time to time with his consent be seconded, subject to clause 3.1) as necessary to perform the duties set forth in clause 4.1, it being understood that the Executive is also employed by Travelport International Ltd. as President and Chief Executive Officer of Travelport GDS pursuant to a service agreement with Travelport International Limited dated 15 March 2010, and will not, save as a representative of the financial management Company or with the consent of the Debtors' Line Manager, be directly or indirectly engaged or concerned in the conduct of any other business and oversight of the bankruptcy process including, but whether or not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, competing in such manner as he deems necessary or appropriate in his sole discretion consistent any respect with the business judgment rule from time to time of the Company nor hold any other office or employment (whether paid or unpaid) nor will the Executive be directly or indirectly interested in any such business save through his holding, or being interested in, less than 3 per cent of the issued securities of any class of any listed company; 4.4 without prejudice to the generality of clause 4.3, conform to normal hours of work which are 9.00am to 5.00pm United Kingdom time, Monday to Friday inclusive and subject without additional payment to appropriate governance such other hours of work as may from time to time reasonably be required of him for the proper performance of his duties under this agreement. The Executive’s normal hours of work will be both within and outside of these normal core hours of business and will be set according to the business needs of the Company and the Executive’s availability due to the separate business needs of Travelport International Limited. The seniority of this position exempts the Executive from the maximum working week of 48 hours over a 17 week reference period as specified in the Working Time Regulations. Other stipulations of the aforementioned Regulations apply; 4.5 be located at Galileo House, Axis Park, 10 Huxxxxxxx Xxx, Xxxxxxx, Xxxxx XX0 8US and shall travel to such other offices or places as from time to time directed by the Board Line Manager but the Executive will not normally be obliged, except for visits of up to 7 consecutive days (in accordance the ordinary course of his duties) to work or to reside outside the United Kingdom. Any special provisions relating to employment outside the United Kingdom for a period of one month or more will be mutually agreed with the Debtors' operating agreements Executive separately and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team reasonable terms and conditions for such a move agreed in good faith and with as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve much notice as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentreasonably possible. (c) The Manager shall cause Gund to devote substantially all his business time to 4.6 if the performance of services Company deems it necessary for the Debtors hereunder on behalf of Executive to undergo at the Manager. AdditionallyCompany’s expense any medical examinations or tests, the Manager Executive will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to undergo such examinations with a Registered Medical Practitioner who will make decisions with respect recommendations to extraordinary measures quickly. Consequentlythe Line Manager and retain the medical report; 4.7 at all times consider in what manner and by what new methods or devices the products, the depth of their analysis services, processes, equipment or systems of the information on which their decisions will Company might be based may be limited in some respects due improved; 4.8 without prejudice to the availability of informationExecutive’s statutory obligations in relation to share dealings and his share holdings, time constraints and other factors. Moreover, each of Gund and comply with the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf terms of the Manager, Model Code of the London Stock Exchange Limited and with such other code of practice as the Company (or its Holding Company) may from time to rely on information disclosed time adopt and impose upon employees whether in respect of dealings in shares of the Company (or supplied to them by the Debtors' officers, employees and representatives without verification any other Group Company) or warranty of accuracy or validityotherwise. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved time without violating the terms of this AgreementAgreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, including (ii) being subject to Xxxxxx’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which she may from time to time have custody and delivering the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund same to serve as Chief Financial Officer Farmmi whenever and however directed to act in the managerial capacities to carry out other services required of the Managerdo so. (b) Subject In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the Board's assignment best interests of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (Farmmi. Employee shall perform his duties and responsibilities in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business a professional manner and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule overall goals and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements objectives of Farmmi and the Bankruptcy Court. As Chief Financial Officerapplicable federal, Gund will be part of Debtors' senior management team state, and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentlocal law. (c) The Manager In performing his duties, Employee shall cause Gund to devote substantially be familiar with and shall comply with: (i) all his business applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Xxxxxx’s Board of Directors, as they may be amended from time to the performance of services for the Debtors hereunder on behalf of the Managertime. Additionally, the Manager will have the right Employee agrees to use such additional personnel adhere to and support Xxxxxx’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may be necessary to devote sufficient amend or update its employee handbooks or policy manuals from time to carry out the scope of services outlined herein upon prior approval of the Boardtime by written notice to Employee. (d) In undertaking During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to provide the services set forth hereinoperations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, she will exercise the Manager does highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not guarantee directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and whether or not done for compensation, gain, or other financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementeconomic advantage. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to Throughout the Manager that its Board of Managers (Employment Period, the "Board") has duly approved Executive shall be the retention of the Manager President and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Executive Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject Company, reporting directly to the Board's assignment of certain , and shall have all duties and authorities as customarily exercised by an individual serving in such positions in a company the nature and size of the following functions Company. The Executive shall at all times comply with all written Company policies applicable to other of him. During the Debtors' officers or reservation of certain functions by Employment Period, the Board, Gund (in his role as Chief Financial Officer) Company shall be authorized to make decisions, in consultation with also nominate the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve for re-election as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (db) In undertaking to provide Throughout the services set forth hereinEmployment Period, the Manager does not guarantee or otherwise provide any assurances Executive shall devote his business time and attention to performing his services to the Company hereunder, and shall use his reasonable best efforts to perform his duties under this Agreement fully, diligently and faithfully, and shall use his reasonable best efforts to promote the interests of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, the Company understands that it the Executive is also a party to an employment agreement with Vector pursuant to which he serves as Vector’s President and Chief Executive Officer and recognizes and agrees that the Executive’s responsibilities to Vector will succeed in restoring preclude the Debtors' operational Executive from devoting substantially all of his business time and financial health attention to the Company’s affairs. However, the Company understands, and stability or the Executive agrees, that there he will devote to the Company’s affairs a sufficiently substantial portion of his business time and attention as may be a successful reorganization under reasonably necessary to accomplish the Chapter 11 proceeding. The Debtors' obligation objectives of the Company as mutually agreed to pay between the Manager's compensation Executive and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementCompany from time to time. (ec) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, Anything herein to the extent necessary contrary notwithstanding, nothing shall preclude the Manager's Executive from (i) serving on the boards of directors of a reasonable number of other personnelbusiness entities, may be required to make decisions with respect to extraordinary measures quickly. Consequentlytrade associations and/or charitable organizations, the depth of their analysis of the information on which their decisions will be based may be limited (ii) engaging in some respects due to the availability of informationcharitable activities and community affairs, time constraints (iii) managing his personal and/or family investments and affairs, and (iv) engaging in any other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them activities approved by the Debtors' officersBoard; provided, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findingshowever, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate such activities do not materially interfere with the Debtors' creditors proper performance of his duties and their respective professionals as to the status of operations and the Debtors' restructuring plansresponsibilities specified in Section 2(b).

Duties. (a) The Debtors represent Executive shall, in his role as Group Finance Director, devote the whole of his time, attention and skill during his hours of work as specified in Clause 7 to the Manager that its Board of Managers (the "Board") has duly approved the retention business of the Manager Company and approved shall faithfully, efficiently, competently and diligently perform such duties and exercise such powers, authorities and discretions which may be assigned to or vested in him by the terms of this Agreement, including Board and shall obey all reasonable and lawful directions given by or under the appointment of Gund as the Chief Financial Officer authority of the Debtors. The Manager will assign Gund Board and use his best endeavours to serve as Chief Financial Officer to act in promote and extend the managerial capacities to carry out other services required business of the ManagerCompany and to protect and further its interests and reputation. (b) Subject The Executive may be required to perform services not only for the Company but also for the benefit of any Associated Company and to hold such offices in the Company or any Associated Company as the Board may reasonably require, but without further remuneration (except as otherwise agreed in writing between the parties). The Executive may, without prejudice to his rights, be required to be seconded to the Board's assignment employment of certain of any Associated Company. However, the following functions Executive will not be required to other of the Debtors' officers perform such services which he cannot reasonably be expected to perform or reservation of certain functions by the Board, Gund (in which are inconsistent with his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointmentGroup Finance Director. (c) The Manager duties of the Executive as an officer of the Company or of any Associated Company shall cause Gund to devote substantially all his business time be subject to the performance Articles of services for the Debtors hereunder on behalf Association of the Manager. Additionally, the Manager will have the right relevant company and shall be separate from and in addition to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Boardhis duties under this Agreement. (d) In undertaking The Executive will report to provide Xxxx Xxxxxxx, Group Chief Executive or to such other person as the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation Board may specify from time to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagementtime. (e) In view Once notice to terminate the Executive’s employment has been given by the Company or by the Executive under Clause 3, the Company may at its absolute discretion require the Executive not to attend work and/or not to undertake any of the Debtors' present circumstancesExecutive’s duties during any period of notice, provided that the Debtors acknowledge that Gund and, Company shall continue to pay the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints Executive his salary and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityprovide his contractual benefits under this Agreement. (f) Gund and Further, at any time during such period of notice referred to in Clause 5(e) above the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep Executive shall at the request of the Board fully apprised immediately resign without claim for compensation from any office as a director of their findingsthe Company or Associated Company and from such office held by the Executive in the Company or Associated Company. (g) Any period of notice during which, plans and activities. The Company understands that Gund and pursuant to Clause 5(e), the Manager's other personnel will coordinate with Debtors' other officers and professionals Executive shall be required not to cause Debtors attend at work and/or not to effectively communicate with undertake any of the Debtors' creditors and their respective professionals as to the status Executive’s duties shall count towards any period of operations and the Debtors' restructuring plansrestriction set out in Clauses 24(b) (i), (ii) (iii) or (iv).

Duties. (a) The Debtors represent Executive shall be responsible for the supervision, control and conduct of all the business and affairs of the Company and shall have such additional duties and any additional responsibilities as are normally assigned to a Chief Financial Officer, Vice President and Secretary which may from time to time be reasonably designated by the Manager that its Board of Managers Directors of the Company (the "Board") has duly approved ), provided that in no event shall the retention scope of his duties and the Manager extent of his responsibilities be substantially different from the duties and approved responsibilities usually associated with those positions in a publicly-held corporation similar in size and function to the terms Company. The Executive agrees that he will conduct all investigations, make all inquiries, provide all services and execute all reports, certifications and/or attestation required of this Agreement, including the appointment of Gund him in his capacity as the Chief Financial Officer of the DebtorsCompany and the "Principal Financial Officer" of the Company (as defined under the rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Xxxxxxxx-Xxxxx Act of 2002, the related rules and regulations promulgated by the Securities and Exchange Commission and the rules and regulations of the New York Stock Exchange. At all times, the Executive shall be subject to the direction of the Board. During the period the Executive is employed by the Company (the "Employment Period"), the Executive shall devote his full business time and best efforts to the business and affairs of the Company and its subsidiaries, except for any business activities rendered by the Executive in connection with the partnerships listed on Schedule A. The Manager Executive will assign Gund to serve as Chief Financial Officer to act not be prevented from (i) engaging in any civic or charitable activity for which the Executive receives no compensation or other pecuniary advantage; (ii) investing his personal assets in businesses which do not compete with the Company, provided that such investment will not require any services on the part of the Executive in the managerial capacities to carry out other services required operation of the Manager. (b) Subject to the Board's assignment of certain affairs of the following functions to other businesses in which investments are made which would unreasonably interfere with his obligations hereunder; (iii) purchasing securities in any corporation whose securities are publicly traded, provided that such purchases will not result in the Executive owning beneficially at any time five percent (5%) or more of the Debtors' officers equity securities of any corporation engaged in a business competitive with that of the Company; (iv) serving as a director of any corporation that does not engage in any business which is competitive with the then current business of the Company as any of its subsidiaries (as defined in Section 7 hereof); or reservation of certain functions (v) participating in any other activity approved in advance in writing by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive has been elected as Executive Vice President and Chief Information Officer of the Company, and he agrees to serve as such during each year of the term of this Agreement that he is elected to such office and 2 until his successor is elected and qualified. If at any time prior to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms expiration of this Agreement, including the appointment Board of Gund Directors of the Company shall fail to reelect Executive as the Executive Vice President and Chief Financial Information Officer of the DebtorsCompany at the Company's Annual Organizational Meeting (except as a result of termination pursuant to Section 7 hereof), Executive's employment hereunder shall terminate ninety (90) days after the date of such meeting. The Manager will assign Gund During said ninety-day (90-day) period the Executive shall continue to serve be employed under this Agreement, shall cooperate fully with the Company's Board of Directors and shall devote his full business time and attention to such duties not inconsistent with the provisions hereof as Chief Financial Officer he shall be assigned by the Company's Board of Directors. Upon termination of Executive's employment hereunder pursuant to act in this Section 4(a), the managerial capacities to carry out other services required Executive shall resign as an officer of the ManagerCompany and each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, the Executive, provided he does not violate the provisions of Section 9 hereof, shall be entitled to receive (i) as severance pay an amount equal to his Salary, at the rate in effect at the time of termination of employment hereunder, for a period of two (2) years after the date of such termination, payable in monthly installments, and (ii) the certain benefits provided for in Section 8 hereof, for a period of two (2) years after the date of such termination or such shorter period as provided in Section 8. If Executive's employment hereunder shall terminate pursuant to this Section 4(a), such termination shall not prevent Executive from accepting other employment with the Company or otherwise after the effective date of such termination. (b) Subject The Executive agrees to devote his entire business time, attention and services exclusively to the Board's assignment of certain business and affairs of the following functions Company and its subsidiaries and to other perform his duties with fidelity and to the best of his ability. Executive may accept directorships on the Debtors' officers or reservation Board of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation Directors of profit and nonprofit corporations with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member prior consent of the Board if requested by representatives of Directors of the Debtors who are authorized to make such appointmentCompany. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. 2.1 The Executive will be responsible for performing those duties that are customarily performed by a chief executive officer for a public company with its shares listed on a recognized exchange in Canada or elsewhere, at the direction of the Board of Directors of the Parent Company (a) The Debtors represent the “Board”), which will include but are not limited to the Manager that its Board duties set out in Schedule “A”. 2.2 The Executive acknowledges and agrees that, in the course of Managers (the "Board") has duly approved the retention of the Manager carrying out, performing and approved the terms of fulfilling his duties under this Agreement, including the appointment Executive will be acting in a fiduciary capacity and will owe fiduciary obligations towards the Company during the period of Gund his employment and for a reasonable period of time following the termination of his employment for any reason. 2.3 Except as described in the Chief Financial Officer following provisions of this Section 2.3, the Executive will faithfully perform those duties and responsibilities and will devote his full working time and use his best efforts to advance the business and welfare of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act Company and its subsidiaries in the managerial capacities to carry out other services required furtherance of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions policies established by the Board. The Company acknowledges that the Executive has a continuing short-term obligation, Gund which will be concluded within the next six (6) months, to lncyte corporation related to the US FDA approval of Baricitinib. The Executive, at his discretion, will be permitted to complete his commitment to lncyte and manage his time in connection with that commitment, while faithfully performing his role as Chief Financial Officer) shall duties and responsibilities to the Company. Except for the above stated commitment to lncyte, the Executive represents and warrants that the Executive is not subject to any constraints which would prevent the Executive from continuing to be authorized employed by the Company and from devoting the Executive’s full time and attention to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects affairs of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court Company. 2.4 The Executive’s initial reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund location will be part of Debtors' senior management team and as such will be involved at the Company’s offices listed in key operating decisions. In the performance of the foregoing functionspreamble, Gund shall report to unless otherwise designated by the Board. In addition The Executive will conform to all lawful instructions and directions from time to time given to him by the Board. During the Period of Engagement, except as described in Section 2.3 above, Gund the Executive will accept an appointment to not engage in any other employment activities with any other Company or other entity or person for any direct or indirect remuneration without the express written consent of the Board of the Company. 2.5 During the Period of Engagement, Executive shall receive a seat on the Board and serve shall be entitled to engage in discussion with fellow Board Members and vote on such items as a member allowed by the corporate documents of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. AdditionallyParent Company, provided however, the Manager will have the right to use such additional personnel that Board may be necessary to devote sufficient time to carry out the scope preclude Executive from voting on any matter considered a conflict of services outlined herein upon prior approval of the Boardinterest. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject Executive shall report directly to the Board's assignment of certain . The ------ Executive as the Chairman of the following functions to other of the Debtors' officers or reservation of certain functions by Board shall lead the Board, Gund (preside at meetings of the shareholders and the Board, lead in his role as Chief Financial Officer) shall be authorized to make decisionssuccession planning for directors, in consultation with the Debtors' President and the Chief Executive Officer, with respect to all aspects establish the process the Board uses in managing the responsibilities of the financial management Board and committees, organize and establish Board agendas with the assistance of the Debtors' business Chief Executive Officer, committee chairs, and oversight the Company's Secretary, negotiate the compensation of the bankruptcy process includingPresident and the Chief Executive Officer, but subject to the recommendations of the Compensation Committee and the concurrence of the Board, assure that adequate information is provided to directors and not limited toallow resolutions on any matter without the Board having been sufficiently informed, Bankruptcy Court reporting requirementsfocus the Board's attention on relevant matters, limit discord and work towards consensus, and perform those functions and have those powers as set forth in Section 9.1 of the Company's By-laws. As Chief of Strategic Alliances and Investor Relations, the Executive shall be responsible for developing, evaluating and negotiating potential mergers, acquisitions, consolidations and similar transactions, including the financing of any such transaction. The Executive shall also be responsible for developing and coordinating investor relations with pension plans, funds, banks, insurors, financial advisory firms, and other significant investors in the Company. The Executive shall further be involved in the Company's development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) program in conjunction with the President and Chief Executive Officer. The Executive shall perform such other areas duties and responsibilities as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with be offered to the business judgment rule and subject Executive from time to appropriate governance time by the Board commensurate with his title and position. During the Term, the Executive shall also serve in accordance with such other offices, directorships and positions to which he may be appointed by the Debtors' operating agreements Board for no further consideration except as may be approved by the Compensation Committee and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition The Executive agrees to devote in good faith his full time skill, attention, diligence and energy to the aboveCompany, Gund will accept an appointment and shall use his best efforts to uphold high corporate governance and ethical standards, and to exercise his talents and capabilities toward the Board interests, development and serve as a member business of the Board if requested Company. The Executive agrees to perform such duties and responsibilities in conformity with the standards and policies established by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (aA) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager Employee shall devote his full-time and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the Debtors. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business professional skill and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board and serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time attention to the performance of services in the practice for the Debtors hereunder on behalf benefit of Employer at 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000 or such other location within the ManagerBerea area as shall be reasonably assigned by Employer. AdditionallyEmployee's duty schedule shall be determined by Employer, and Employee shall provide such emergency evening and weekend coverage as shall be needed and be reasonably assigned to Employee by Employer. From December 1, 1995 through December 31, 1997 Employer shall work for Employer an average of not less than forty (40) hours per week but in no case more than fifty (50) hours per week. Beginning January 1, 1998 through December 31, 1998, Employee has the Manager will have option, at his discretion, of reducing by up to fifty percent the right number of hours he shall work for Employer, with a proportionate, pro-rata reduction in Employee's compensation. Beginning January, 1999, Employee has the option, at his discretion of reducing by up to use such additional personnel that may be necessary to devote sufficient time to carry out 67 percent of his pre January 1, 1998 working hours the scope number of services outlined herein upon prior approval of the Boardhours he shall work for Employer, with a proportionate, pro-rata reduction in compensation. (dB) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) Employee shall not be conditioned upon engage in any particular results being achieved by outside professional activities involving the Manager but only final Bankruptcy Court approval at the conclusion personal services of this engagementEmployee and yielding a financial return without Employer's prior written consent. However, nothing stated herein shall restrict or prevent employee from personally and on Employee's own account, investing in stocks, bond securities, commodities, real estate, or other forms of investments. (eC) In view Employee will actively and industriously pursue his profession in Employer's interest, will faithfully adhere to the principles and ethics of the Debtors' present circumstancesprofession, the Debtors acknowledge and will carefully avoid any and all personal acts, habits and usages which might injure in any way, directly or indirectly, Employer's professional reputation or that Gund andof any other employee of Employer, or which might otherwise be detrimental to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth any interest of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validityEmployer. (fD) Gund Employee hereby agrees that all fees received or collected as a result of professional services rendered by Employee, together with all other emoluments, e.g., witness fees, report fees, speaker fees, etc., shall be the property of Employer. Accordingly, Employee acknowledges that Employee's employment renders him an agent and the Managerservant of Employer and does not confer upon Employee any ownership interest in or professional claim upon any fees charged by Employer for Employee's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findingsservices, plans and activities. The Company understands that Gund and the Managerwhether said fees are collected during Employee's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plansemployment or after termination thereof.

Duties. During the Employment Period, Employee shall serve as the President and Chief Executive Officer of Xxxx and as the President and Chief Executive Officer of LLC. Employee shall (ax) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention have general responsibility for implementation of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer policies of the Debtors. The Manager will assign Gund to serve Employers, as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions determined by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with and for the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight affairs of the bankruptcy process includingEmployers; (y) in general, but not limited to, Bankruptcy Court reporting requirements, development supervise and control all of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject affairs of the Employers; and (z) perform those services as set from time to appropriate governance time by the Board or other governing body of the Employers or a committee thereof, commensurate with Employee’s positions, it being understood that Employee shall not be required to perform any services, acts or things not in accordance with applicable law or ethical standards or in the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance best interests of the foregoing functions, Gund shareholders of either Employer. Employee shall report to the Board. In addition to the above, Gund will accept an appointment directly to the Board and Employee’s principal place of employment shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Principal Location”). In furtherance of the foregoing, Employee shall have the primary right and responsibility for providing the Board or other governing body of the Employers with recommendations as to the Employers’ policies and business strategies and their implementation, including, without limitation, those relating to Xxxx’ real estate assets. During the Employment Period, Employee agrees to perform his duties hereunder faithfully and to the best of his ability and to devote his full professional working time, attention and energies to the transaction of the Employers’ business, in each case subject to the terms hereof. During the Employment Period, Employee shall not be employed or otherwise engaged in any other business or enterprise without the written consent of the Employers. Notwithstanding any other term hereof, but subject to the terms and provisions of Sections 8 and 9, nothing contained herein shall preclude Employee from (i) serving on the boards of a reasonable number of other trade associations and/or civic or charitable organizations and businesses which do not compete with the business of the Employers, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and family investments and affairs, or (iv) writing and selling works of fiction and non-fiction (to the extent that such works do not disclose Confidential Information (as defined below)), in each case as long as such activities do not materially interfere with the discharge of his duties and responsibilities under this Section 1(b). Employee shall continue to serve as a member of the Board if requested by representatives of the Debtors who are authorized to make such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.

Duties. (a) The Debtors represent Executive shall render exclusive, full-time services to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Gund as the Chief Financial Officer of the DebtorsCompany. The Manager will assign Gund to serve as Chief Financial Officer to act in the managerial capacities to carry out other services required of the Manager. (b) Subject to the Board's assignment of certain of the following functions to other of the Debtors' officers or reservation of certain functions by the Board, Gund (in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion consistent with the business judgment rule and subject to appropriate governance by the Board in accordance with the Debtors' operating agreements and the Bankruptcy Court. As Chief Financial Officer, Gund will be part of Debtors' senior management team and as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the BoardChief Medical Officer (“CMO”) in Executive’s role. In addition Executive shall perform services under this Agreement primarily from a remote location, and from time to the above, Gund will accept an appointment to the Board and serve time at such other locations as a member of the Board if may be necessary or as otherwise reasonably requested by representatives of the Debtors who are authorized to make Company. Executive will render such appointment. (c) The Manager shall cause Gund to devote substantially all his business time to and professional services in the performance of services for Executive’s duties, consistent with Executive’s position within the Debtors hereunder Company, as will reasonably be assigned by the CMO or the Chief Executive Officer (“CEO”). Executive shall devote Executive’s best efforts and full business time, skill and attention to performance of Executive’s duties on behalf of the ManagerCompany; provided, however, that Executive may engage in civic and not-for-profit activities (e.g. charitable and industry association activities) as long as such activities do not materially interfere with Executive’s obligations hereunder. AdditionallyDuring Executive’s employment with the Company, Executive agrees not to engage in any business or for-profit activities outside the Manager will have Company, including serving on any advisory boards or boards of directors of for-profit entities, except with the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior written approval of the Board. (d) In undertaking to provide the services set forth hereinCMO or CEO, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court which approval at the conclusion of this engagement. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions rescinded at any time in the CMO or CEO’s discretion, provided that in the event of such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activitiessuch consent has been rescinded. The Company understands that Gund hereby consents to Executive’s continuing appointment at Children’s Hospital Los Angeles and the Manager's other personnel will coordinate with Debtors' other officers Xxxx School of Medicine of the University of Southern California, and professionals to cause Debtors his attending in clinic approximately one to effectively communicate two days per month, with the Debtors' creditors and their respective professionals understanding that with sufficient notice such clinic days can be moved as needed in order to meet critical needs of the status Company. The Company also consents to Executive’s continuing service as President of operations and the Debtors' restructuring plansHuman Growth Foundation (”HGF”); provided, however, on a quarterly basis Company will review Executive’s then current role with the HGF. Upon such review, Company may rescind its approval of Executive’s role and/or responsibilities with the HGF. In the event of such rescission, Executive shall be permitted reasonable time for orderly withdrawal from his then current role with the HGF. By signing this Agreement, Executive represents that Executive is not subject to any other contract or duty that would interfere in any way with Executive’s employment with the Company or performance of employment duties hereunder.

Duties. (a) The Debtors represent to the Manager that its Board of Managers (the "Board") has duly approved the retention of the Manager and approved MRG hereby employs Xxxxxxxxx on the terms of set forth in this Agreement, including and Xxxxxxxxx hereby accepts such employment. Xxxxxxxxx shall have the appointment title of Gund as Chairman of the Board of Directors and Chief Financial Executive Officer of MRG, and perform the Debtorsgeneral duties that the Board of Directors may from time to time require of him in that capacity. The Manager Such duties will assign Gund not require his full time and attention but will require a majority of his business time. Xxxxxxxxx shall also serve, if elected or appointed, without additional compensation, as a director and an officer of MRG and/or as a director and an officer of any and all restaurant businesses (each, an "Operating Company", or collectively, the "Operating Companies") wholly or partly owned by MRG. Xxxxxxxxx shall not be required to serve as Chief Financial Officer devote his exclusive services to act MRG, but shall assist in the managerial capacities to carry out other services required development of the ManagerOperating Companies, and the determination and implementation of policy pertaining to merchandising, production, distribution, promotion, advertising and sales. (b) Subject In furtherance thereof, subject to the Board's assignment of certain direction of the following functions Board of Directors of MRG and to other the Bylaws of MRG, Xxxxxxxxx shall have the authority to (i) hire and dismiss or discharge any or all personnel; (ii) execute checks drawn on, or withdrawals from the bank accounts of the Debtors' officers or reservation of certain functions by the Board, Gund (Operating Companies and MRG in his role as Chief Financial Officer) shall be authorized to make decisions, in consultation with the Debtors' Chief Executive Officer, with respect to all aspects of the financial management of the Debtors' business and oversight of the bankruptcy process including, but not limited to, Bankruptcy Court reporting requirements, development of a plan of reorganization, disclosure statement, claims management, managing outside professionals (Huron Consulting Group) and such other areas as he may identify, in such manner as he deems necessary or appropriate in his sole discretion which is consistent with the business judgment rule disbursement controls and subject to appropriate governance procedures established by the Board in accordance with the Debtors' operating agreements of Directors of MRG and the Bankruptcy Court. As Chief Financial OfficerOperating Companies; (iii) arrange for all necessary insurance; (iv) retain as the accountants for MRG, Gund will be part of Debtors' senior management team and such accounting firm as such will be involved in key operating decisions. In the performance of the foregoing functions, Gund shall report to the Board. In addition to the above, Gund will accept an appointment to the Board of Directors may determine, and serve as a member also retain the services of the Board if requested by representatives of the Debtors who are authorized other Certified Public Accountants to make such appointmentperform accounting services to MRG, other than accounting services rendered in connection with an audit or other investigation or review; and (v) take all other actions consistent with his duties hereunder. (c) The Manager shall cause Gund to devote substantially all his business time to In addition, during the performance of services for the Debtors hereunder on behalf of the Manager. Additionally, the Manager will have the right to use such additional personnel that may be necessary to devote sufficient time to carry out the scope of services outlined herein upon prior approval of the Board. (d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in restoring the Debtors' operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors' obligation to pay the Manager's compensation and reimbursement of expenses (as specified below under Section 4(a) and 4(b) and Section 4(c), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy Court approval at the conclusion term of this engagementAgreement, Xxxxxxxxx shall seek out opportunities for MRG to receive fees, commissions or other compensation through brokering, finding or managing restaurant businesses for others. (e) In view of the Debtors' present circumstances, the Debtors acknowledge that Gund and, to the extent necessary the Manager's other personnel, may be required to make decisions with respect to extraordinary measures quickly. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Gund and the Manager's other personnel shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors' officers, employees and representatives without verification or warranty of accuracy or validity. (f) Gund and the Manager's other personnel will work cooperatively with Debtors' officers and other professionals and will keep the Board fully apprised of their findings, plans and activities. The Company understands that Gund and the Manager's other personnel will coordinate with Debtors' other officers and professionals to cause Debtors to effectively communicate with the Debtors' creditors and their respective professionals as to the status of operations and the Debtors' restructuring plans.