Common use of Employment Duties and Acceptance Clause in Contracts

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. 1.1 The Company hereby agrees to the employment of Executive in the capacity of _______________ of the Company, and Executive hereby accepts such employment on the terms and conditions contained in the Agreement, for an initial period (athe "Initial Term") In beginning on the Effective Date and continuing for a period of _______________ years thereafter unless earlier terminated in accordance with the terms Section 3 of this Agreement, provided that, on such third anniversary of the Company hereby employs Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a "Renewal Date"), this Agreement shall be deemed to be automatically extended, upon the Executivesame terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the Term (as hereinafter defined)term of this Agreement at least 90 days prior to the applicable Renewal Date. 1.2 Executive shall report to the _______________, to render full-time services devote his/her best business efforts to the Company as President and Chief Executive Officer its subsidiaries, and to perform the shall have such reasonable, usual and customary duties and bear the customary responsibilities of such positions office and such other duties and responsibilities, commensurate with such positions, title as the may be delegated to Executive shall be directed from time to time by the Company's Chief Executive Officer or Board (of Directors. Executive shall have those responsibilities normally discharged by persons in his/her position in a U.S. public company. 1.3 Executive agrees to the “Board”) best of his/her ability and experience that he/she will at all times faithfully perform all of the duties and obligations required of and from Executive, consistent and commensurate with Executive's position, pursuant to the terms hereof. During the term of Executive's employment relationship with the Company, Executive will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company or its subsidiaries. Notwithstanding the foregoing, Executive will be permitted to perform or bear, which duties and responsibilities shall be consistent (i) with the provisions prior written consent of the Bylaws Board of Directors act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization that is not competitive with the business of the Company or its subsidiaries, (ii) accept speaking or presentation engagements in exchange for honoraria, or (iii) own no more than 1% of the outstanding equity securities of a corporation whose stock is listed on a national securities exchange, or quoted on the OTC Bulletin Board, OTCQX or OTCQB, provided that such activities listed in (i) through (iii) do not materially interfere with Executive's obligations to the Company and its subsidiaries as described above. Executive will comply with and be bound by the Company's operating policies, procedures and practices as provided in writing to Executive from time to time and in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the CompanyExecutive's employment. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the consummation of the Gifted Time Transaction, the Company hereby agrees to the employment of Executive as its Chief Executive Officer, and Executive hereby accepts such employment on the terms and conditions contained in this Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President to pursue the business of the Company subject to the supervision and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board” or “Board of Directors”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Chief Executive Officer of the Company to perform or bear, which duties and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and a Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties hereunder and as an executive officer or director of subsidiaries of the Company; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance with which event Executive shall have one hundred and twenty (120) days to reduce the terms level of this Agreement. (c) such activities in a reasonable manner). The Executive further agrees Company recognizes the value to accept election and to serve during all or any part it of the Term as a director Executive’s continued involvement in these activities taken on behalf of the Company without any compensation therefor other than that specified and will reimburse Executive for reasonable expenses incurred by him in this Agreementconnection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, if elected to such position by funds and investment entities in which Executive or members of his family have an interest) and (ii) serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than five corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1. The Company hereby employs Executive, and the ExecutiveExecutive hereby accepts employment, for the Term term (as hereinafter defined)"Term") set forth in Section 2 hereof, to render full-time services to Company as one of its senior executive officers. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with this agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2. The Executive will serve as President Vice President, New Business Development of the Company and Chief Executive Officer as a member of its Board of Directors when elected as such, will have general supervision over investigation into new business opportunities for the Company and its subsidiaries or affiliates (referred to perform the customary duties collectively as "Affiliates") and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position as Vice President, New Business Development, as the Executive shall may reasonably be directed from time assigned to time him by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) President. The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if may be also be elected to another executive position such position by the Board or the stockholders as Secretary of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this AgreementIn addition, the Executive promptly shall tender his resignation will serve as a senior officer and a director (when elected as such) of each of the Company's Affiliates. The Executive will report to the President of the Company. (d) 1.3. The principal place Executive shall devote all of employment his business time and effort to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary hereinfrom engaging in charitable, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic or other business activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4. Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around the Columbia, Maryland area, but the duties of the Executive shall include such visits to the Company's Affiliates, research and development partners, product and clinical trial test sites, customers, investment and other bankers, in each case at the expense of the Company, as the Executive determines is reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. 1.1 Commencing on the Start Date, the Company shall employ Executive as its Chairman of the Board (a) In accordance "Chairman"). All of Executive's powers and authority in any capacity shall at all times be subject to the direction and control of the Company's Board of Directors. 1.2 The Board may assign to Executive such management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company as are consistent with Executive's status as Chairman. The Company and Executive acknowledge that Executive's primary functions and duties as Chairman shall be the terms general supervision of the creation, expansion and operation of the Company and its subsidiaries and divisions. Commencing on the Start Date and through the term of this Agreement, Executive also shall be nominated for election as a director of the Company hereby employs and, if so elected by the Executivestockholders of the Company, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time obligated to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementserve as a director. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote at least 50% of his business time, energy and attention to the performance of his duties hereunder beginning on the Start Date. Nothing herein shall be construed as preventing Executive from (a) devoting 50% or less of his business time to the operations of Enviro-Clean of America, Inc. ("Enviro-Clean") or (b) making and supervising personal investments, provided they will not (i) except in connection with Enviro-Clean, require any substantial services described aboveon his part in the operation of the affairs of the companies in which such investments are made, in accordance (ii) interfere with the terms performance of this Agreement. Executive's duties hereunder or (c) The Executive further agrees to accept election and to serve during all or any part violate the provisions of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Companyparagraph 5.4 hereof. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of ______________, 200_ the Company hereby agrees to the continued employment of Executive as its ___________________, and Executive hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President to pursue the business of the Company subject to the supervision and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board” or “Board of Directors”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as __________________ of the Company to perform or bear, which duties (“____”) and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief a ______. Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with such activities. Any such expense in excess of $1000 shall be pre-approved. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest) and (ii) serving on the Board of Directors of not more than three corporations involved primarily in “for profit” business activities; provided, however, that these activities do not materially interfere with the terms performance of this Agreement. (c) The Executive further agrees his duties hereunder or violate the provisions of Section 4.4 hereof and are promptly disclosed to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director Directors of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the consummation of the Gifted Time Transaction, the Company hereby agrees to the employment of Executive as its Chairman of the Board of Directors, and Executive hereby accepts such employment on the terms and conditions contained in this Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make herself available to the Company as President to pursue the business of the Company subject to the supervision and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board” or “Board of Directors”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Chairman of the Board of the Company to perform or bear, which duties and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of Chairman of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this AgreementBoard. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of her business time, energies and attention to the services described aboveperformance of her duties hereunder and as Chairman of the Board of the Company; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of her duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance with which event Executive shall have one hundred and twenty (120) days to reduce the terms level of this Agreement. (c) such activities in a reasonable manner). The Executive further agrees Company recognizes the value to accept election and to serve during all or any part it of the Term as a director Executive’s continued involvement in these activities taken on behalf of the Company without any compensation therefor other than that specified and will reimburse Executive for reasonable expenses incurred by her in this Agreementconnection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, if elected to such position by funds and investment entities in which Executive or members of her family have an interest) and (ii) serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than five corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of her duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, Executive for the Term (as hereinafter defined), ) to render full-time his services to the Company as President and Chief Executive Officer of the Company with full executive control and to perform authority over and full responsibility for all aspects and phases of the customary duties management, business, personnel, activities and bear affairs of the customary responsibilities Company, and, at Executive's option, any subsidiaries of such positions the Company that may be formed in the future. Executive's powers and such other duties authority shall include, but not be limited to, the hiring and responsibilitiestermination of personnel, commensurate with such positionspreparation of budgets, and the purchase and disposition of investments. Executive's powers and authority as Chief Executive Officer of the Executive Company shall be directed from time to time by co-extensive with the Board powers and authority of the Chairman (the “Board”"Chairman") of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions Board of the Bylaws Directors of the Company in effect on (the date hereof that relate "Board") so long as the Chairman is Xxxxxx X. Xxxxx; provided, however, all line executives, including executives of all significant subsidiaries, shall report to or bear upon the duties Executive, with the exception of the President Chief Financial Officer who will report to the Chairman. In the performance of Executive's duties, he shall report to, and Chief be subject to the instructions, directions and policies of the Board. During the Term, the Company shall cause Executive Officerto be included in the slate of nominees for the Board and to be elected a member of the Executive Committee (if permitted by applicable law) and, all in accordance with at Executive's option, a director of any subsidiary of the terms of this AgreementCompany. (b) Executive agrees to render to the Company the duties and services referred to above, to devote such part of his working time, attention and energies to the performance of the business of the Company and its Affiliates (as hereinafter defined) as shall be required for the performance of his duties hereunder, including up to substantially all of his time as and when necessary; and Executive shall not, directly or indirectly, alone or as a member, partner, officer, director, employee, agent of, or in any other capacity with, any Person (as hereinafter defined) be engaged in or concerned with any other duties or pursuits that interfere with the performance of his duties hereunder in the judgment of the Board, except those duties or pursuits specifically authorized by the Board and this Agreement. Provided such activities do not materially and adversely affect the performance of his duties to the Company hereunder, Executive shall be permitted to manage and participate in the investments and business affairs and any successors thereto organized by or involving Executive prior to or following the date hereof (including but not limited to, investments held by Tamarix Capital Corporation, a Delaware corporation ("Tamarix")), to render services to such investments and in connection with such business affairs as he sees fit, and to serve on boards of directors related to such investments, business affairs or otherwise, without any obligatioin to the Company except with respect to those matters set forth in Schedule 1 hereto. Nothing herein shall prevent Executive from engaging in additional activities in connection with the business of Tamarix, including, but not limited to its existing and future merchant banking activities, whether in the U.S., Italy or elsewhere, all as set forth in a certain agreement between Tamarix and the Company, dated March 25, 1998, personal investments or community affairs that do not interfere or conflict with his duties hereunder. (c) The principal place of employment of Executive hereunder shall at all times during the Term be in the greater New York, New York area or such other locations as are mutually acceptable to Executive and the Company. Notwithstanding the foregoing, Executive shall be required and agrees to travel in connection with the performance of his duties to the extent as he, in the reasonable exercise of his judgment, deems necessary. (d) Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable above to the Executive and the Boardbest of his ability. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer ("CEO") and President, and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office as the Executive he shall reasonably be directed from time to time by the Board of Directors (the “"Board”") of the Company to perform or bearperform, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President CEO and Chief Executive Officer, all in accordance with the terms of this AgreementPresident. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) . The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders shareholders of the Company. At all times during the Term, the The Company shall include use its best efforts to cause the Executive to be elected as a director and shall include him in the management slate for election as a director at every stockholders’ shareholders meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (dc) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbiagreater New Haven, Maryland area Connecticut area, or such other location(s) as may be mutually locations acceptable to the Executive and the BoardExecutive, in his sole discretion. (ed) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-full time employee, it is understood that the Executive, with prior notification to the BoardBoard of Directors, may (1) have non full-time academic appointments; (2) participate in professional activities; (23) be a member of the scientific or medical advisory board or the Board of Directors of, or to act as a consultant to, other companies that do not directly compete with the Company; (4) publish academic articles; and (35) support non-competing external research programs; and (4) participate in community and/or philanthropic activities programs (collectively, “"Permitted Activities”"); PROVIDED, providedhowever, that such Permitted Activities do not interfere with the Executive’s 's duties or services to the Company.

Employment Duties and Acceptance. 1.1 Effective as of October 1, 2000 (a"Renewal Date") In accordance with the Company hereby agrees to the continued employment of Executive as its Chairman of the Board and Chief Executive Officer and Executive hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company ("Board" or "Board of Directors") of which he shall be nominated to be a member during the term hereof. 1.2 The Board may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as President are appropriate and commensurate with Executive's position as Chairman and Chief Executive Officer of the Company ("CEO") and to perform would otherwise be consistent in stature and prestige with the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, a CEO. The Executive shall serve as Chairman of the Executive shall be directed from time to time by Committee of the Board (the “Board”if such a committee is established) and all other officers of the Company shall report to perform or bear, which duties him and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate subject to or bear upon the duties of the President his supervision and Chief Executive Officer, all in accordance with the terms of this Agreementcontrol. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in eleemosynary, educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive's continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate "for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit" business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the ExecutiveEmployee, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office or other office as the Executive Employee shall reasonably be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) perform. The Executive Employee hereby accepts such employment and agrees to render the services described above, in accordance with . The Employee shall report to the terms Board of this AgreementDirectors of the Company (the “Board”). (cb) The Executive Employee further agrees to accept election and to serve during all or any part of the Term as a director Director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders shareholders of the Company. At all times during During the Term, the Company shall use its best efforts to cause the Employee to be elected as a Director and shall include the Executive him in the management slate for election as a director Director at every stockholders’ shareholders meeting at which his term as a director Director would otherwise expire. At The Employee hereby agrees to resign from the request Board of the Board, following Directors immediately upon termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the CompanyEmployee’s employment. (dc) The principal place of employment During the Term, the Employee shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the Executive hereunder shall at all times during business and interests of the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable Company and its Affiliates and to the Executive discharge of his duties and the Board. (e) responsibilities hereunder. Notwithstanding anything to the contrary herein, although the Executive Employee shall provide services as a full-full time employee, it is understood that the ExecutiveEmployee, with prior notification to consent of the Board, may (1) have non full-time academic appointments; (2) participate in professional activities; (23) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”); provided, providedhowever, that such Permitted Activities do not interfere with the ExecutiveEmployee’s duties or services to the Company. (d) Effective on and after January 1, 2018, Employee may with the consent of the Board, serve on one outside board of directors.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term) In accordance set forth in Section 2 hereof, to render services to Company as its Executive Vice President and Chief Financial Officer. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with the terms of this Agreement, or which would prevent, limit or impair in any way the Company hereby employs the Executive, for the Term (performance by Executive of his obligations hereunder. 1.2 The Executive will serve as hereinafter defined), to render full-time services to the Company as Executive Vice President and Chief Executive Financial Officer of the Company and as a member of its Board of Directors when elected as such, will have general supervision over the financial operations of the Company and its subsidiaries or affiliates (referred to perform the customary duties collectively as "Affiliates") and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the his position as Executive Vice President and Chief Executive Financial Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees as may reasonably be assigned to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position him by the Board President or the stockholders Board of Directors of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this AgreementIn addition, the Executive promptly shall tender his resignation will serve as a senior officer and a director (when elected as such) of each of the Company's Affiliates. The Executive will report to the President of the Company. (d) 1.3 The principal place of employment Executive shall devote his full business time to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate from engaging in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in charitable or community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around Hagerstown, Maryland, but the duties of the Executive shall include such visits to the Company's facilities and the facilities of its Affiliates, at the expense of the Company, as may be reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor therefore other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. 1.1 Effective as of March 1, 1998 (a"Renewal Date") In accordance with the Company hereby agrees to the continued employment of Executive as its Chairman of the Board and Chief Executive Officer and Executive hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company ("Board" or "Board of Directors") of which he shall be nominated to be a member during the term hereof. 1.2 The Board may assign to Executive such general management and supervisory responsibilities and executive duties for the Company as President are appropriate and commensurate with Executive's position as Chairman and Chief Executive Officer of the Company ("CEO") and to perform would otherwise be consistent in stature and prestige with the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate the chief executive officer of a corporation with such positions, operations as the incumbent certified local exchange carrier of telecommunications in the five principal markets (based on population) in which the Company's subsidiaries are licensed to provide telecommunications services. The Executive shall be directed from time to time by serve as Chairman of the Executive Committee of the Board (the “Board”if such a committee is established) and all other officers of the Company shall report to perform or bear, which duties him and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate subject to or bear upon the duties of the President his supervision and Chief Executive Officer, all in accordance with the terms of this Agreementcontrol. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in eleemosynary, educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties, as expressed by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner. The Company recognizes the value to it of Executive's continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which the terms Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic business activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term) In accordance set forth in Section 2 hereof, to render services to Company as a Vice President with primary responsibility for manufacturing book components. The Executive represents and warrants to the terms Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with this Agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2 The Executive will serve as a Vice President of the Company hereby employs and as a member of its Board of Directors when elected as such, will have general supervision over the Executive, for the Term (as hereinafter defined), to render full-time services to ______________________ operations of the Company and its subsidiaries or affiliates (referred to collectively as President "Affiliates") and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position as Vice President, as the Executive shall may reasonably be directed from time assigned to time him by the Board (the “Board”) of the Company to perform President or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of Directors of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this AgreementIn addition, the Executive promptly shall tender his resignation will serve as a senior officer and a director (when elected as such) of each of the Company's Affiliates. The Executive will report to the President of the Company. (d) 1.3 The principal place of employment Executive shall devote his full business time to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate from engaging in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in charitable or community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around Hagerstown, Maryland, but the duties of the Executive shall include such visits to the Company's facilities and the facilities of its Affiliates, at the expense of the Company, as may be reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term") In accordance set forth in Section 2 hereof, to render services to Company as one of its senior executive officers. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with the terms of this Agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2 The Executive will serve as Vice President, New Business Development of the Company hereby employs the Executiveand as a member of its Board of Directors when elected as such, will have general supervision over investigation into new business opportunities for the Term Company and its subsidiaries or affiliates (referred to collectively as hereinafter defined), to render full-time services to the Company as President "Affiliates") and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position as Vice President, New Business Development, as may reasonably be assigned to him by the President. In addition, the Executive shall be directed from time to time by the Board will serve as a senior officer and a director (the “Board”when elected as such) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders each of the Company's Affiliates. At all times during The Executive will report to the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director President of the Company. (d) 1.3 The principal place Executive shall devote all of employment his business time and effort to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary hereinfrom engaging in charitable, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic or other business activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal places of employment shall be in and around the Columbia, Maryland area, but the duties of the Executive shall include such visits to the Company's Affiliates, research and development partners, product and clinical trial test sites, customers, investment and other bankers, in each case at the expense of the Company, as the Executive determines is reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for shall employ Executive during the Term (as hereinafter defined), to render full-time services to the Company defined below) as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Financial Officer. Executive shall be directed from time to time by responsible for performing the duties and exercising the powers which the Board of Directors of the Company (the “Board”) of the Company may from time-to-time assign to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws him in his capacity as Chief Financial Officer of the Company in effect on connection with the date hereof that relate to or bear upon the duties conduct and management of the President business of the Company and Chief Executive Officer, all in accordance with the terms of this Agreementits subsidiaries and affiliates. (b) The Executive hereby accepts such employment and agrees agrees, during the Term, to render Executive’s services to the Company on a full-time basis and to devote Executive’s full business time and attention to the business and affairs of the Company and any subsidiary or affiliate of the Company; provided that Executive may perform the services described aboveon Exhibit A hereto during the Term so long as his performance of such services does not unduly interfere with his performance of his duties for the Company. Executive agrees that at all times during the Term, in accordance with Executive will faithfully perform the terms duties assigned to him by the Board to the best of this Agreement. (c) The Executive’s ability. Executive further agrees to accept election and to serve during all or any part of the Term as a an officer, director or representative of any subsidiary or affiliate of the Company Company, without any cash compensation therefor other than that specified in this Agreement. Executive shall report directly to the Board. (c) The duties to be performed by Executive hereunder shall be principally performed at the Company’s offices located in Gxxxxx Town, if elected Cayman Islands, subject to such position by the Board or the stockholders reasonable travel requirements on behalf of the Company. At all times during Executive shall (in addition to public and statutory holidays and sick leave) be entitled to an annual paid time off of 20 working days per year on the Term, same terms that the Company provides to other similarly situated senior Company executives in accordance with the Company’s policies and practices; provided that Executive shall include schedule the Executive timing and duration of Executive’s vacations in a reasonable manner taking into account the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request needs of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director business of the Company. (d) The principal place of employment of Executive acknowledges that from time to time the Company may promulgate workplace policies and rules. Executive hereunder shall at agrees to fully comply with all times during the Term be such policies and rules, and understands that failure to do so may result in the Columbia, Maryland area or such other location(s) as may be mutually acceptable a disciplinary action up to the Executive and the Boardincluding immediate discharge for Cause. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the Effective Date, the Company hereby agrees to employ Executive as its Chairman of the Board and Chief Executive Officer and Executive hereby accepts such employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company ("Board" or "Board of Directors"), of which he shall be nominated to be a member during the term hereof. 1.2 The Board may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as President are appropriate and commensurate with Executive's position as Chairman and Chief Executive Officer of the Company ("CEO") and to perform would otherwise be consistent in stature and prestige with the customary duties and bear the customary responsibilities of a CEO. The Executive shall serve as Chairman of the Executive Committee of the Board (if such positions a committee is established) and such all other duties officers of the Company shall report to him and responsibilitiesbe subject to his supervision and control. Upon completion of the transactions contemplated by the Merger Agreement, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) appointed as CEO of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this AgreementFirestone. (b) The 1.3 Executive hereby accepts such employment and agrees to render the services described abovedevote substantially all of his business time, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election energies and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable attention to the performance of his duties; provided, however, that Executive may continue to be actively involved in (i) the business of Hidden Treasures, Inc. and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities its affiliated companies (collectively, “Permitted Activities”"HTI") as set forth in Section 1.4, and (ii) eleemosynary, educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive's continued involvement in eleemosynary, educational and civic activities and will reimburse Executive for reasonable expenses incurred by him in connection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest) and (ii) in serving on the boards of directors of those companies, for profit and not for profit, on which he currently serves; provided, however, that such Permitted Activities these activities do not materially interfere with the performance of his duties hereunder or violate the provisions of Section 4.4 hereof. 1.4 Executive may be involved in the activities of HTI only to the extent that his involvement does not substantially interfere with the performance of his obligations to the Company hereunder. Such activities shall be limited to the supervision of Executive’s duties 's investment in HTI; furnishing information and advice regarding HTI's business; and such activities as are reasonably necessary to effect the transfer of day-to-day management of HTI from Executive to other officers and employees of HTI. From and after the Effective Date, all business opportunities that are presented to Executive or services otherwise are brought to his attention shall first be offered to the Company, for acceptance or rejection by the Company's Board of Directors, before being offered to HTI or any other enterprise with which Executive has an interest or involvement.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the ExecutiveEmployee, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer Operating Officer, and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office as the Executive Employee shall reasonably be directed from time to time by the Board of Directors (the “BoardBoard of Directors”) of the Company or its designees to perform or bearperform, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Operating Officer. The Employee will report directly to the Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive Employee hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) . The Executive Employee further agrees to accept election and to serve during all or any part of the Term as a director Director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders shareholders of the Company. At all times during During the Term, the Company shall use its best efforts to cause the Employee to be elected as a Director and shall include the Executive him in the management slate for election as a director Director at every stockholders’ shareholders meeting at which his term as a director Director would otherwise expire. At The Employee hereby agrees to offer to resign from the request Board of the Board, following Directors immediately upon termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the CompanyEmployee’s employment. (dc) The principal place of employment of the Executive Employee hereunder shall at all times during the Term be in the Columbiagreater Cheshire, Maryland area Connecticut area, or such other location(s) as may be mutually locations acceptable to the Executive and Employee, in the BoardEmployee’s sole discretion. (ed) Notwithstanding anything to the contrary herein, although the Executive Employee shall provide services as a full-full time employee, it is understood that the ExecutiveEmployee, with prior notification to the BoardBoard of Directors, may (1) have non full-time academic appointments; (2) participate in professional activities; (23) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”); provided, providedhowever, that such Permitted Activities do not interfere with the ExecutiveEmployee’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term Employment Period (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed as is customary from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The As of the Effective Date, the Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term Employment Period as a director of the Company without any compensation therefor other than that specified in this Agreement, if appointed or elected to such position by the Board or the stockholders of the Company. At all times during the TermEmployment Period, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his her term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his her resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term Employment Period be in the Columbiagreater Princeton, Maryland New Jersey area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-non- competing external research programs; and (4) participate in community and/or philanthropic activities activities; and (5) remain on the board of directors of two companies, other than the Company, provided that until December 31, 2022, the Executive may serve on a third board of directors at which date the Executive agrees to terminate such position (collectively, “Permitted Activities”), ; provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company. Notwithstanding anything to the contrary contained herein, Executive shall not, at any particular time after December 31, 2022, serve on more than two boards of directors (or similar governing bodies) of entities (other than the Company (and its subsidiaries)).

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 The Company hereby employs the Executive, for the Term (as hereinafter defined), Employee to render full-time services to the Company as President and Chief Executive Officer Company, and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive Company shall reasonably direct Employee to perform. The Employee’s title shall be directed from time Senior Vice President of Regulatory Affairs and Quality and Pharmacovigilance, responsible for undertaking executive management responsibility for regulatory, quality and pharmacovigilance, and Employee shall report directly to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all unless and until the Chief Executive Officer shall change such title or reporting relationship, in accordance with the terms of this Agreementhis or her sole discretion. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) 1.2 The principal place of employment of the Executive Employee hereunder shall at all times during the Term be in the Columbiagreater Cambridge, Maryland area or such other location(s) as Massachusetts area; provided, however that the Employee may be mutually acceptable required to travel on Company business in the Executive and the Boardcourse of his or her employment. (e) 1.3 Notwithstanding anything to the contrary herein, although the Executive Employee shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, Employee may (1a) have an academic appointment and (b) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”); provided, providedhowever, that such Permitted Activities do not interfere with the ExecutiveEmployee’s duties or services to the Company; and provided further that Employee shall not be permitted to serve as a consultant to, or as a member of the board of directors of, any other entity other than an Affiliate without the prior written consent of the Company’s Chief Executive Officer, such consent not to be unreasonably withheld. 1.4 The Employee represents and affirms that, as of the Effective Date (as defined in Section 2), Employee does not have any other contractual obligations to any other Person that would prohibit or limit Employee’s employment with the Company or that would conflict with the terms of this Agreement, except for the duty not to use or disclose another Person’s confidential information without authorization. Employee further acknowledges that the Company instructs Employee not to bring to the Company or use or disclose in the course of Employee’s employment with the Company any confidential information belonging to another Person, without that Person’s express authorization.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as Chairman, President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the Chairman, President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The As of the Effective Date, the Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the ColumbiaLawrenceville, Maryland New Jersey area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of February 25, 2008 the Company hereby agrees to the continued employment of Executive as its Chief Executive Officer hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available during regular business hours to the Company as President and Chief Executive Officer and to perform pursue the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) business of the Company subject to perform or bear, which duties the supervision and responsibilities shall be consistent with the provisions direction of the Bylaws Board of Directors of the Company in effect on (“Board” or “Board of Directors”). 1.2. The Board may assign the date hereof that relate to or bear upon Executive such general management and supervisory responsibilities and executive duties for the duties Company as are appropriate and commensurate with Executive’s position as Chief Financial Officer of the President Company (“CFO”) and Chief Executive Officer, all would otherwise be consistent in accordance stature and prestige with the terms responsibilities of this Agreementa CFO. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have thirty (30) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive as its Chief Executive Officer (a"CEO") In accordance with and President ("President"). As long as Executive remains CEO and President of the terms of this AgreementCompany, the Company hereby employs shall use its best efforts to cause the Company's Board of Directors ("Board") to nominate Executive as a member of the Company's Board of Directors ("Board"). All of Executive, 's powers and authority in any capacity shall at all times be subject to the direction and control of the Board. Executive shall report directly to the Board. 1.2 The Board may assign to Executive such general management and supervisory responsibilities and executive duties for the Term Company or any subsidiary of the Company, including serving as an executive officer and/or director of any subsidiary, as are consistent with Executive's status as CEO and President. The Company and Executive acknowledge that Executive's primary functions and duties as CEO and President shall be (as hereinafter defined)i) to establish policies and strategies for the Company's overall business and operations, including plans for growth and strategic partnerships, and (ii) to render full-time services oversee and supervise (subject to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) employees of the Company who report to perform or bear, which duties Executive remaining primarily responsible for supervision of their designated divisions and responsibilities shall be consistent with functions) the provisions of the Bylaws operations of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementits subsidiaries and divisions. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties hereunder. Nothing herein shall be construed as preventing Executive from making and supervising personal investments, in accordance provided they will not interfere with the terms performance of this AgreementExecutive's duties hereunder or violate the provisions of paragraph 5.4 hereof. In addition, notwithstanding anything herein to the contrary, Executive may also perform outside consulting services to a limited extent so long as they do not conflict with his duties hereunder and they are not on behalf of a Competitive Business (as defined in Section 5.4 hereof). (c) The 1.4 Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive be based in the management slate for election New York Metropolitan area, and shall undertake such occasional travel, within or without the United States, as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At is reasonably necessary in the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director interests of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the terms date of this Agreement, the Company hereby employs engages Lender and Lender agrees to supply and make available to the ExecutiveCompany, for the Term services of the Executive to serve as the Company’s Chief Financial Officer (as hereinafter defined)“CFO”) during the term of this Agreement, to render full-time services on the terms and conditions contained in this Agreement. During the term of this Agreement, Executive shall make himself available to the Company as President and Chief Executive Officer and to perform any of its subsidiaries or affiliates as directed to pursue the customary duties business of the Company subject to the supervision and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Chief Financial Officer of the Company with the understanding that the CFO will be based where Lender’s principal offices are located. 1.3 Lender and Executive agree that Executive shall devote up to perform or bearninety hours per month of Executive’s business time, which energies and attention to the performance of his duties hereunder and responsibilities as an executive officer of the Company. Nothing herein shall be consistent construed as precluding Executive from owning, purchasing, selling, or otherwise dealing in any manner with the provisions of the Bylaws of the Company any property or engaging in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officerany business whatsoever, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described aboveincluding without limitation, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term providing consulting services, acting as a director of another company, or starting a new business, without notice to the Company Company, without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders participation of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of and without liability to the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of March 6, 2002, the Company hereby agrees to the continued employment of Executive as its CTO, and to the title of Co-Founder of the wireless division and CTO and Executive hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President to pursue the business of the Company subject to the supervision and direction of the Chairman and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which ("CEO"). 1.2 The CEO may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and responsibilities shall commensurate with Executive's position as CTO and would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementa CTO. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in eleemosynary, educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by the CEO's written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive's continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate "for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit" business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1. The Company hereby agrees to the employment of Executive in the capacity of Chief Executive Officer of the Company, and Executive hereby accepts such employment on the terms and conditions contained in the Agreement, for an initial period (athe "Initial Term") In beginning on March 2, 2021 and continuing for a period of three (3) years thereafter unless earlier terminated in accordance with the terms Section 3 of this Agreement, provided that, on such third anniversary of the Company hereby employs Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a "Renewal Date"), this Agreement shall be deemed to be automatically extended, upon the Executivesame terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the Term term of this Agreement at least ninety (as hereinafter defined)90) days prior to the applicable Renewal Date. 1.2. Executive shall report to the Board of Directors of the Company, to render full-time services shall devote his best business efforts to the Company as President and Chief Executive Officer its subsidiaries, and to perform the shall have such reasonable, usual and customary duties and bear the customary responsibilities of such positions office and such other duties and responsibilities, commensurate with such positions, title as the may be delegated to Executive shall be directed from time to time by the Company's Board (of Directors. Executive shall have those responsibilities normally discharged by persons in his position in a U.S. public company. 1.3. Executive agrees to the “Board”) best of his ability and experience that he will at all times faithfully perform all of the duties and obligations required of and from Executive, consistent and commensurate with Executive's position, pursuant to the terms hereof. During the term of Executive's employment with the Company, Executive will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company or its subsidiaries. Notwithstanding the foregoing, Executive will be permitted to perform or bear, which duties and responsibilities shall be consistent (a) with the provisions prior written consent of the Bylaws Board of Directors act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization that are not competitive with the business of the Company or its subsidiaries, (ii) accept speaking or presentation engagements in exchange for honoraria, or (iii) own no more than 1 % of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange or the Nasdaq Global Market, provided that such activities listed in (i) through (iii) do not materially interfere with Executive's obligations to the Company and its subsidiaries as described above. Executive will comply with and be bound by the Company's operating policies, procedures and practices as provided in writing to Executive from time to time and in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the CompanyExecutive's employment. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. During the Employment Term (a) In accordance with the terms as --------------------------------- defined in Section 2 of this Agreement), the Company hereby employs the Executive, for the Term (agrees to employ Employee as hereinafter defined), to render full-time services to the Company as President and its Chief Executive Officer and Officer, to perform the customary duties set forth on the attached Exhibit "A". During the Employment Term, and bear excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote his full business time and attention to the customary business and affairs of Company and, to the extent necessary to discharge the responsibilities of assigned to Employee hereunder, to perform faithfully, efficiently, diligently and competently such positions and responsibilities. In addition to the duties enumerated in this Agreement, Employee shall perform such other duties and responsibilities, as are reasonably commensurate with such positionshis position and title, including, without limitation, exercising his best business judgment, safeguarding and saving from waste the assets of Company, and establishing, maintaining and implementing the business plans, budgets and policies of Company, as the Executive shall be directed modified or amended from time to time by the Board of Directors. During the Employment Term it shall not be a violation of this Agreement for Employee (the “Board”a) to serve on civic or charitable boards or committees that do not violate Company's conflict of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company interest policy then in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described abovemanage his personal investments, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term each case so long as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not materially interfere with the Executive’s duties or services performance of Employee' responsibilities as an employee. Company shall to the extent practicable (i) provide Employee with the personnel and other resources reasonably required by him to perform his assigned functions, and (ii) indemnify Employee to the full extent permitted by law for any costs, expenses, claims, damages or liabilities he may incur in connection with the performance of his duties hereunder for Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for shall employ Executive during the Term (as hereinafter defined), to render full-time services to defined below) as Chief Financial Officer. Executive shall be responsible for performing the Company as President duties and exercising the powers which the Chief Executive Officer and to perform Board of Directors of the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board Company (the “Board”) of the Company may from time-to-time assign to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws him in his capacity as Chief Financial Officer of the Company in effect on 4820-7324-9485.4 connection with the date hereof that relate to or bear upon the duties conduct and management of the President business of the Company and Chief Executive Officer, all in accordance with the terms of this Agreementits subsidiaries and affiliates. (b) The Executive hereby accepts such employment and agrees agrees, during the Term, to render Executive’s services to the Company on a full-time basis and to devote Executive’s full business time and attention to the business and affairs of the Company and any subsidiary or affiliate of the Company, provided that Executive may perform the services described aboveon Exhibit A hereto during the Term so long as his performance of such services does not unduly interfere with his performance of his duties for the Company. Executive agrees that at all times during the Term, in accordance with Executive will faithfully perform the terms duties so assigned to him to the best of this Agreement. (c) The Executive’s ability. Executive further agrees to accept election and to serve during all or any part of the Term as a an officer, director or representative of any subsidiary or affiliate of the Company Company, without any compensation therefor other than that specified in this Agreement. Executive shall report directly to the Chief Executive Officer. (c) The duties to be performed by Executive hereunder shall be principally performed at the Company’s offices located in Tampa, if elected Florida, subject to such position by the Board or the stockholders reasonable travel requirements on behalf of the Company. At all times during Executive shall be entitled to an annual paid time off of 30 days on the Term, same terms that the Company provides to other similarly situated senior Company executives in accordance with the Company’s policies and practices; provided that Executive shall include schedule the Executive timing and duration of Executive’s vacations in a reasonable manner taking into account the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request needs of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director business of the Company. (d) The principal place of employment of Executive acknowledges that from time to time the Company may promulgate workplace policies and rules. Executive hereunder shall at agrees to fully comply with all times during the Term be such policies and rules, and understands that failure to do so may result in the Columbia, Maryland area or such other location(s) a disciplinary action up to and including immediate discharge for Cause (as may be mutually acceptable to the Executive and the Boarddefined below). (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for the Term (as hereinafter defined), Executive to render exclusive and full-time services to as the Chief Financial Officer of the Company as President and Chief Executive Officer and and, in connection therewith, to perform the customary such duties and bear the customary responsibilities of as are customarily assigned to individuals serving in such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall reasonably be directed from time to time perform by the Board (the “Board”) President of the Company Company. The Executive shall report directly to perform or bear, which duties and responsibilities shall be consistent with the provisions President of the Bylaws Company. Notwithstanding the foregoing, the Executive shall continue to serve as the Chief Financial Officer and Company Secretary of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this AgreementParent. (b) The Executive hereby accepts such employment and agrees to shall render the services described referred to above. The Executive shall devote his full working time and energies (excluding his services on behalf of the Parent as well as periods of vacation and sick leave to which he is entitled) to the business and affairs of the Company and agrees to use his best efforts, in accordance skills and abilities to promote the Company's interests. Notwithstanding the foregoing, the Executive may devote such reasonable time as may be necessary, to the extent that it does not interfere with the terms performance of this Agreementhis duties and responsibilities hereunder, to (i) participate in charitable, civic, educational, professional or community affairs or serve on the board of directors or advisory committees of non-profit entities; and (ii) manage his private investments. The Executive shall not serve on the board of directors or advisory committees of for profit entities or engage in any consulting activity without the prior written consent of the Board of Directors of the Company (the "Board"). (c) The Executive further agrees to accept election and to serve during the Parent acknowledge that the Parent Agreement, including all or any part accrued benefits (e.g., annual leave), shall be "frozen" for the duration of the Term Executive's employment with the Company and shall, except in the case of termination for Cause (as a director defined below) or the Executive's voluntary termination with the Parent and the Company, recommence on termination of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of Executive's employment with the Company. At all times during In the Term, event that the Executive's employment with the Company shall include is terminated for whatever reason and the Executive in does not recommence his employment with the management slate Parent for election as a director at every stockholders’ meeting at which his term as a director would otherwise expirewhatever reason, then the Parent will immediately pay to the Executive all accrued entitlements and related benefits under the Parent Agreement. At For the request avoidance of the Boarddoubt, following termination or expiration nothing in this Agreement shall effect the Executive's rights and entitlements to share options that have been provided to the Executive under the Company's Employee Share Option Plan (as at the date of this Agreement, the Executive promptly shall tender his resignation as a director of the Company). (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as Chairman, President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the Chairman, President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the ColumbiaLawrenceville, Maryland New Jersey area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 The Prior Agreement is hereby superseded in its entirety and shall be replaced by all of the terms of terms, conditions and agreements set forth in this Agreement, the . The Company hereby employs the Executive, for the Term (Executive as hereinafter defined), to render full-time services to the Company as its President and Chief Executive Officer ("CEO") from the Commencement Date until June 30, 2009 ("Initial Term") and as its Senior Vice President of Global Wal-Mart Corporate Sales ("SVP of Wal-Mart Sales") from July 1, 2009 until June 30, 2011 ("Additional Term" and together with the Initial Term, the "Term"). Notwithstanding the foregoing, if the average annual Wal-Mart Net Sales (as defined in paragraph 3.3(b)) for the Company's three fiscal years ending June 30, 2007, 2008 and 2009 are less than $15 million ("Wal-Mart Threshold"), then the Company, at its option, may offer Executive an alternative position with the Company with compensation terms differing from the terms set forth in this Agreement. If Executive does not accept the Company's offer for an alternative position, then the Company shall continue to perform employ Executive as its SVP of Wal-Mart Sales during the customary Additional Term at the same level of compensation and benefits set forth in this Agreement in respect of the Additional Term. During the Initial Term, all of Executive's powers and authority shall be subject to the direction and control of the Company's Board of Directors and Executive shall report directly to the Board of Directors of the Company. During the Additional Term, all of Executive's powers and authority shall be subject to the direction and control of the Company's Board of Directors and the then Chairman and/or CEO of the Company and Executive shall report directly to the then Chairman and/or CEO of the Company. 1.2 The Board, during the Initial Term, and the Board and the then Chairman and/or CEO of the Company during the Additional Term, may assign to Executive such general management and supervisory responsibilities and executive duties and bear for the customary responsibilities Company or any subsidiary of such positions and such other duties and responsibilitiesthe Company, commensurate with such positionsincluding serving as a director, as are consistent with Executive's status as President and CEO during the Initial Term and as SVP of Wal-Mart Sales (or alternative position, if applicable) during the Additional Term. The Company and Executive acknowledge that Executive's primary functions and duties (i) as President and CEO shall be to manage and supervise the overall operations of the Company's business and (ii) as SVP of Wal-Mart Sales shall be to manage and be responsible for the Company's business relationship with Wal-Mart; provided, however, that while serving as SVP of Wal-Mart Sales, the then Chairman and/or CEO of the Company shall have the discretion to review and approve or disapprove recommendations made by Executive as to the Company's staffing needs in connection with the Company's business relationship with Wal-Mart, including, but not limited to, which employees shall be assigned to work with Executive, provided that (i) Executive shall be directed from time entitled to time by a level of such staffing not less than the Board level that exists as of the Commencement Date and (ii) the “Board”) approval of the then Chairman and/or CEO of the Company for any such staffing recommendations by Executive shall not unreasonably be withheld. During the Term, Executive also agrees to perform or bear, which assist in the transitioning of his duties and responsibilities to the successor to Executive's position as the Company's President and CEO. Notwithstanding the foregoing, Executive's title and duties during the Initial Term may be modified only if the Company acquires another entity, another entity acquires the Company or the Company merges with and into another entity in a transaction which results in at least 35% of the issued and outstanding shares of capital stock of the combined entity being owned by the shareholders of the other entity ("Significant Acquisition"), provided that (i) at no time during the Initial Term shall Executive's title and duties be consistent inconsistent in any way with those associated with the provisions President and CEO of the Bylaws subsidiary or division of the Company that continues to be engaged in effect on the date hereof that relate to or bear upon the duties designing, manufacturing (through independent contractors) and importing, and wholesaling women's intimate apparel (i.e., President and CEO of the President Movie Star division) and Chief (ii) at no time during the Term shall Executive Officer, all in accordance with report directly to an individual other than the terms Chairman and/or CEO of this Agreementthe Company as it exists post-Significant Acquisition and/or the Board of Directors. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described above, in accordance with the terms performance of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times his duties hereunder during the Initial Term and, except as provided in paragraph 3.8, to devote such business time, energies and attention as is necessary and appropriate to perform Executive's duties hereunder during the Additional Term, the Company but in no event shall include the such time be less than three days per week. Nothing herein shall be construed as preventing Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Boardfrom making and supervising personal investments, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the performance of Executive’s 's duties hereunder or services to violate the Companyprovisions of paragraph 5.1(f) hereof. 1.4 During the Term, Executive shall be nominated for election as a Director of the Company and he shall also be nominated for election as a Director of any entity of which the Company becomes a wholly-owned subsidiary ("Parent") in the event of a Significant Acquisition.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term) In accordance set forth in Section 2 hereof, to render services to Company as a Vice President with primary responsibility for sales and marketing. The Executive represents and warrants to the terms Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with this Agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2 The Executive will serve as a Vice President of the Company hereby employs and as a member of its Board of Directors when elected as such, will have general supervision over the Executive, for the Term (as hereinafter defined), to render full-time services to ______________________ operations of the Company and its subsidiaries or affiliates (referred to collectively as President "Affiliates") and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position as Vice President, as the Executive shall may reasonably be directed from time assigned to time him by the Board (the “Board”) of the Company to perform President or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of Directors of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this AgreementIn addition, the Executive promptly shall tender his resignation will serve as a senior officer and a director (when elected as such) of each of the Company's Affiliates. The Executive will report to the President of the Company. (d) 1.3 The principal place of employment Executive shall devote his full business time to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate from engaging in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in charitable or community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around Long Island City, New York, but the duties of the Executive shall include such visits to the Company's facilities and the facilities of its Affiliates, at the expense of the Company, as may be reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of ______________, 200_ the Company hereby agrees to the continued employment of Executive as its ___________________ hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President to pursue the business of the Company subject to the supervision and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board” or “Board of Directors”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as __________________ of the Company to perform or bear, which duties (“____”) and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementa ______. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1 Employment by the Company. Effective upon (aand only upon) In accordance with consummation of the terms of this AgreementAcquisition (the "Effective Date"), the Company hereby employs shall employ the Executive, for the Term (as hereinafter defined), Executive to render exclusive and full-time services to the Company Company; provided, however, from services to Oxford as President of Oxford (except that the Executive may render services to the Company in his sole discretion during such period), From and after November 1, 2000 the Executive shall be appointed to the additional position of Senior Vice President of Airport Technical Services of the Company. In each such position, the Executive shall at all times report to the President & Chief Operating Officer of the Company. The Executive Officer and will perform such duties as are imposed on the holder of his office by the By-laws of the Company (or, prior to perform October 31, 2000, the customary duties and bear the customary responsibilities By-laws of such positions Oxford) and such other duties as are customarily performed by one holding such positions in the same or similar businesses or enterprises as those of the Company, subject to the restrictions on responsibilities set forth in the proviso in the first sentence of this Section 1.1. The Executive will also perform such other duties as may be reasonably and responsibilities, commensurate with such positions, as the Executive shall be directed lawfully assigned to him from time to time by the President and Chief Operating officer, the Chief Executive Officer or the Board (of directors of the “Board”) Company. The Executive will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company (or, prior to perform or bearNovember 1, 2000, Oxford). The parties hereto acknowledge that in his capacity as President of Oxford prior to the Acquisition, the Executive discharged his services as President of Oxford from Oxford's executive offices, certain non-executive offices of Oxford and his existing residences (the "Existing Residences") (collectively, "Past Practices"). The parties hereto agree that during the Term (as defined herein) of this Agreement, in discharging his duties hereunder, the Executive may continue Past Practices. In the event the Executive desires to dispense his duties hereunder from residences other than the Existing Residences, the Executive shall first obtain a written consent from the Company (which duties will not be unreasonably withheld) and responsibilities such residences shall be consistent with within the 48 contiguous states in the United States of America. Notwithstanding the foregoing, nothing contained herein shall prevent the Executive from investing his funds or assets in any form or manner, or from acting as a member of the board of directors of any companies, businesses, or charitable organizations, so long as such actions do not violate the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms Section 5 of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer ("CEO") and President, and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office as the Executive he shall reasonably be directed from time to time by the Board of Directors (the “"Board”") of the Company to perform or bearperform, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company By-laws in effect on the date hereof that relate to or bear upon the duties of the President CEO and Chief Executive Officer, all in accordance with the terms of this AgreementPresident. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) . The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders shareholders of the Company. At all times during the Term, the The Company shall include use its best efforts to cause the Executive to be elected as a director and shall include him in the management slate for election as a director at every stockholders’ shareholders meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (dc) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbiagreater New Haven, Maryland area Connecticut area, or such other location(s) as may be mutually locations acceptable to the Executive and the BoardExecutive, in his sole discretion. (ed) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-full time employee, it is understood that the Executive, with prior notification to the BoardBoard of Directors, may (1) have non full-time academic appointments; (2) participate in professional activities; (23) be a member of the scientific or medical advisory board or the Board of Directors of, or to act as a consultant to, other companies that do not directly compete with the Company; (4) publish academic articles; and (35) support non-competing external research programs; and (4) participate in community and/or philanthropic activities programs (collectively, “"Permitted Activities”"); provided, providedhowever, that such Permitted Activities do not interfere with the Executive’s 's duties or services to the Company.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term") In accordance set forth in Section 2 hereof, to render services to Company as the Vice President of Engineering of its Medical Systems Division. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any, person, firm or corporation which is inconsistent or in conflict with the terms of this Agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2 The Executive will have general supervision over the research and development of the Medical Systems Division of the Company hereby employs the Executive, for the Term and its subsidiaries or affiliates (referred to collectively as hereinafter defined), to render full-time services to the Company as President "Affiliates") and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position, as the Executive shall may reasonably be directed from time assigned to time him by the Board (of Directors. In addition, the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to will serve during all or any part of the Term as a director senior officer of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders each of the Company's Affiliates. At all times during The Executive will report to the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director Chairman and Chief Science Officer of the Company. (d) 1.3 The principal place Executive shall devote all of employment his business time and effort to the business and affairs of the Executive hereunder Company, and shall at all times use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during the Term be periods of illness or incapacity, but nothing contained in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to this Agreement shall prevent the Executive and the Board. (e) Notwithstanding anything to the contrary hereinfrom engaging in charitable, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic or other business activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around the Columbia, Maryland area, but the duties of the Executive shall include such visits to the Company's Affiliates, research and development partners, product and clinical trial test sites, customers, investment and other bankers, in each case at the expense of the Company, as the Executive determines is reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. (a) In accordance with 1.1 The Employee currently serves as the Company’s Chief Technology and Operations Officer. The Company and Employee desire to enter into this Agreement to define the terms of this Agreement, the his employment. The Company hereby employs the Executive, for the Term (as hereinafter defined), shall employ Employee to render exclusive and full-time services as Chief Technology and Operations Officer of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company as President and Chief Executive Officer its subsidiaries and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive Employee shall reasonably be directed from time to time perform by the Board (the “Board”) officers of the Company Company. Employee shall report directly to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Company’s Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive 1.2 Employee hereby accepts such employment and agrees to render the services described aboveset forth in Section 1.1 hereof. Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder. During the term hereof, Employee will not render any services for others, or for Employee’s own account, in accordance the business of internet-based direct response marketing that in-licenses, acquires and creates innovative and proprietary products that are sold to consumers around the world via our technology infrastructure and relationships with the terms of this Agreement. (c) The Executive further agrees agencies, third party marketers, and online advertising platforms such as Facebook, Google and Amazon and will not render any services to accept election and to serve during all any supplier or any part of the Term as a director significant customer of the Company without any compensation therefor other than that specified or its subsidiaries. The Employee will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge and training in this Agreement, if elected advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to such position be determined by the Board Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment, and will promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the stockholders Employer’s interests or adversely affect the performance of the Employee’s duties for the Company. At Employee shall undertake any and all times during other actions necessary for the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request proper operation of the BoardEmployer’s business within the guidelines, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director policies and directives of the Company. (d) The principal place Employer. In furtherance of employment Employee’s obligations hereunder, Employee shall abide by all rules, regulations and policies of the Executive hereunder shall Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he will at all times during faithfully, industriously and to the Term best of his ability, experience and talents, perform all the duties which may be required of and from him, pursuant to the express and implicit terms hereof, to the satisfaction of Employer. Employee shall perform his duties at such locations as designated by the Company. Initially, Employee shall be based in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the BoardState of California. (e) Notwithstanding anything 1.3 Anything contained in this Agreement to the contrary hereinnotwithstanding, although the Executive Employee shall provide services as a full-time employeehave no authority whatsoever to bind Employer to any contracts or obligations with any third parties. Employee shall not convey or express to any third party, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), providedeither directly or indirectly, that such Permitted Activities do not interfere with he has any authority whatsoever to bind Employer to any contracts. Employee agrees to indemnify and hold Employer harmless from the Executive’s duties or services claims of any and all third parties who shall in any way claim that Employer is bound to the Companyan agreement based on representations made by Employee.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 The Company hereby employs the Executive, for Executive during the Term (as hereinafter defined) of this Agreement as President of the A-COM, Inc. Division and National Practice Leader for the Company's Electronic Systems Integrator Companies ("ESIC"). The Executive shall report directly to the President and be subject to the reasonable direction, policies, plans, oversight and review of the President of the Company. 1.2 The Company may assign to render full-time services to the Executive such other executive and administrative duties for the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall may be directed from time to time determined by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be President consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the Executive's expertise, experience and prior duties of the President and Chief Executive Officerwith A- COM, all in accordance with the terms of this Agreement.Inc. (b) 1.3 The Executive hereby accepts such employment and agrees to render devote his full and exclusive business time, energies, attention and best efforts to the services described aboveperformance of his duties hereunder, in accordance with which may include such travel as may reasonably be required of him, it being understood that throughout the terms term of this Agreement the Executive shall be posted in, and be based out of, the Northern Virginia area. 1.4 The Executive shall not, without the prior written consent of the Company, during the Term of this Agreement be engaged in any other business activity involving a Competitive Business, whether or not pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from making and supervising personal investments, provided they: (a) will not require any substantial services on his part in the operation of the affairs of the companies in which such investments are made, provided, further, however, that this shall not be construed so as to prevent the Executive from continuing the ownership interest in Electronic Systems Distributors, Inc. ("ESD"), which ownership interest has been previously disclosed to the Buyer, or from serving on the Board of the Directors of ESD, or otherwise engaging in the business of ESD, provided, further, however, that such ownership interest and board service shall not be construed to be a breach of this Agreement or to represent a conflict interest under this Agreement.; (b) will not cause a breach of Section 4.4, below; and (c) The Executive further agrees to accept election and to serve during all or any part will not unduly interfere with the performance of the Term as a director Executive's duties hereunder. 1.5 All of the Company without any compensation therefor other than that specified Executive's work product and work in process resulting from this AgreementAgreement shall be considered "work made for hire" under the U.S. Copyright Act, if elected to such position by 17 USC Section 101 et. seq and all intellectual property rights therein shall be the Board or the stockholders sole and exclusive property of the Company. At all times during the TermIn addition, the Company shall include the Executive in the management slate event that any work product or work in process is not considered to be a work made for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreementhire, the Executive promptly shall tender his resignation as a director of hereby agrees, at the Company. (d) The principal place of employment of the Executive hereunder shall at 's expense, to assign all times during the Term be proprietary rights in the Columbia, Maryland area such work product or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate work in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services process to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of January 1st 2005 the Company hereby agrees to the continued employment of Executive as its Co-Chief Operating officer hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President and Chief Executive Officer and to perform pursue the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) business of the Company subject to perform or bear, which duties the supervision and responsibilities shall be consistent with the provisions direction of the Bylaws Board of Directors of the Company in effect on ("Board" or "Board of Directors") of which he shall be initially nominated to be vice-chairman during the date hereof that relate to or bear upon term hereof. 1.2. The Board may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive's position as Vice-Chairman of the President and Chief Executive Officer, all in accordance with the terms of this AgreementCompany. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive's continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate "for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit" business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of _______ , 2006 the Company hereby agrees to the continued employment of Executive as its Chief Executive Officer hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available during regular business hours to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company (“Board” or “Board of Directors”). 1.2. The Board may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as President are appropriate and commensurate with Executive’s position as Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties (“CEO”) and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementa CEO. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have thirty (30) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term) In accordance set forth in Section 2 hereof, to render services to Company as its President and Chief Operating Officer and member of the Company's Board of Directors. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with the terms of this Agreement, or which would prevent, limit or impair in any way the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company performance by Executive of his obligations hereunder. 1.2 The Executive will serve as President and Chief Executive Operating Officer of the Company and to perform as a member of its Board of Directors when elected as such, will have general supervision over the customary duties operations of the Company and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the his position as President and Chief Executive Operating Officer, all in accordance with as may reasonably be assigned to him by the terms of this Agreement. (b) Board. The Executive hereby accepts such employment and agrees will report to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything 1.3 The Executive shall devote his full business time to the contrary hereinbusiness and affairs of the Company, although and shall use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during periods of illness or incapacity, but nothing contained in this Agreement shall prevent the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate from engaging in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in charitable or community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities provided they do not interfere with the regular performance of the Executive’s 's duties or services and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place of employment shall be in and around Houston, Texas, but the duties of the Executive shall include such visits to the Company's research sites, vendors, customers, and investors and lenders at the expense of the Company, as may be reasonably required in the performance of the Executive's responsibilities Executive further acknowledges that the Company may open additional offices in other countries and, in connection therewith; Executive may temporarily reside in such other locations. Executive as a condition for his employment hereunder agrees to maintain permanent residence in Texas and to travel to such other locations as necessary to conduct the Company's business. In connection therewith, Executive will, in good faith, undertake to apply for all required work permits and other documents, licenses and permits as required to affect the purposes hereunder. The Company shall reimburse Executive for all cost of living expenses including, but not limited to, room and board while conducting the Company's business outside of The Woodlands, Texas. If the headquarters of the Company are moved to another city other than Houston, Texas or its metropolitan statistical area, Company shall reimburse Executive for all necessary relocation expenses.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 The Company hereby employs the Executive, for Executive during the Term (as hereinafter defined)) of this Agreement as the Vice Chairman, to render full-time services to the Company as President and Chief Executive Officer and Treasurer of Target. The Executive shall report directly to perform the customary duties President of ITP and bear shall be subject to the customary responsibilities reasonable direction, policies, plans, oversight and review of such positions and the Board of Directors of ITP. 1.2 The Company may assign to the Executive such other executive and administrative duties and responsibilities, commensurate with such positions, for the Company or ITP as the Executive shall may be directed from time to time determined by the Board (the “Board”) of Directors of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions Executive's expertise, experience and prior duties with Target. The Executive shall perform such additional duties and functions without separate compensation, unless otherwise authorized by the Board of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this AgreementDirectors. (b) 1.3 The Executive hereby accepts such employment and agrees to render devote his full and exclusive business time, energies, attention and best efforts to the services described aboveperformance of his duties hereunder, which may include such travel as may reasonably be required of him. 1.4 The Executive shall not, without the prior written consent of the Company, during the Term of this Agreement be engaged in accordance any other business activity involving a Competitive Business (as defined in Section 6), whether or not pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from making and supervising personal investments, provided they: (a) will not cause a breach of Section 4.4, below; and (b) will not materially interfere with the terms performance of the Executive's duties hereunder. 1.5 All of the Executive's work product and work in process created during the Term of this Agreement. (c) The Executive further agrees to accept election Agreement shall be considered "work made for hire" under the U.S. Copyright Act, 17 U.S.C. section 101 et seq. and to serve during all or any part of intellectual property rights therein shall be the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders sole and exclusive property of the Company. At all times In addition, in the event that any work product or work in process created during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request Term of the Board, following termination or expiration of this AgreementAgreement is not considered to be a work made for hire, the Executive promptly shall tender his resignation as a director of hereby agrees, at the Company. (d) The principal place of employment of the Executive hereunder shall at 's expense, to assign all times during the Term be proprietary rights in the Columbia, Maryland area such work product or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate work in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services process to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the Effective Date, the Company hereby agrees to employ Executive as its Senior Vice President, Chief Financial Officer and Secretary and Executive hereby accepts such employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company as President to pursue the business of the Company subject to the supervision, direction and control of the Company’s Chief Executive Officer and the Board of Directors of the Company (“Board” or “Board of Directors”). 1.2 The Board and Chief Executive Officer may assign the Executive such general management and to perform supervisory responsibilities and executive duties for the customary duties Company as are appropriate and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positionsExecutive’s position as Senior Vice President, as Chief Financial Officer and Secretary of the Company. The Executive shall be directed from time report directly to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the event Executive shall provide services have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a full-time employeepersonal or family basis (including trusts, it is understood that the Executive, with prior notification to the Board, may (1funds and investment entities in which Executive or members of his family have an interest) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4ii) participate in community and/or philanthropic serving on the boards of directors (including advisory boards) of those companies, for profit and not for profit, that he has had passive activities (collectively, “Permitted Activities”), in on which he currently serves as set forth on Schedule A; provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the ExecutiveEmployee, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer Officer, and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office as the Executive Employee shall reasonably be directed from time to time by the Board of Directors (the “BoardBoard of Directors”) of the Company or its designees to perform or bearperform, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive Employee hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) . The Executive Employee further agrees to accept election and to serve during all or any part of the Term as a director Director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders shareholders of the Company. At all times during During the Term, the Company shall use its best efforts to cause the Employee to be elected as a Director and shall include the Executive him in the management slate for election as a director Director at every stockholders’ shareholders meeting at which his term as a director Director would otherwise expire. At The Employee hereby agrees to offer to resign from the request Board of the Board, following Directors immediately upon termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the CompanyEmployee’s employment. (dc) The principal place of employment of the Executive Employee hereunder shall at all times during the Term be in the Columbiagreater Cheshire, Maryland area Connecticut area, or such other location(s) as may be mutually locations acceptable to the Executive and Employee, in the BoardEmployee’s sole discretion. (ed) Notwithstanding anything to the contrary herein, although the Executive Employee shall provide services as a full-full time employee, it is understood that the ExecutiveEmployee, with prior notification to the BoardBoard of Directors, may (1) have non full-time academic appointments; (2) participate in professional activities; (23) be a member of the scientific or medical advisory board or the board of Directors of, or act as a consultant to, other companies that do not directly compete with the Company; (4) publish academic articles; (35) support non-competing external research programs; and (46) participate in community and/or philanthropic activities (collectively, “Permitted Activities”); provided, providedhowever, that such Permitted Activities do not interfere with the ExecutiveEmployee’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Commencing on the terms effective date of this AgreementAgreement as stated above, the Company hereby employs the Executive, for the Term (as hereinafter defined), shall employ Employee to render ren exclusive and full-time services as Email and Analytics Manager of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company as President and Chief Executive Officer its subsidiaries and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive Employee shall reasonably be directed from time to time perform by the Board (the “Board”) officers of the Company Company. Employee shall report directly to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Company’s Chief Executive Acquisition Officer, all in accordance with the terms of this Agreement. (b) The Executive 1.2 Employee hereby accepts such employment and agrees to render the services described aboveset forth in Section 1.1 hereof Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder. During the term hereof, Employee will not render any services for others, or for Employee’s own account, in accordance the business of internet- based direct response marketing that in-licenses, acquires and creates innovative and proprietary products that are sold to consumers around the world via our technology infrastructure and relationships with the terms of this Agreement. (c) The Executive further agrees agencies, third party marketers, and online advertising platforms such as Facebook, Google and Amazon and will not render any services to accept election and to serve during all any supplier or any part of the Term as a director significant customer of the Company without any compensation therefor other than that specified or its subsidiaries. The Employee will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge and training in this Agreement, if elected advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to such position be determined by the Board Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment and promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the stockholders Employer’s interests or adversely affect the performance of the Employee’s duties for the Company. At Employee shall undertake any and all times during other actions necessary for the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request proper operation of the BoardEmployer’s business within the guidelines, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director policies and directives of the Company. (d) The principal place Employer. In furtherance of employment Employee’s obligations hereunder, Employee shall abide by all rules, regulations and policies of the Executive hereunder shall Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he will at all times during faithfully, industriously and to the Term best of his ability, experience and talents, perform all the duties which may be required of and from him, pursuant to the express and implicit terms hereof, to the satisfaction of Employer. Employee shall perform his duties at such locations as designated by the Company. Initially, Employee shall be based in the ColumbiaCompany’s offices local Huntington Beach, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board.California (e) Notwithstanding anything 1.3 Anything contained in this Agreement to the contrary hereinnotwithstanding, although the Executive Employee shall provide services as a full-time employeehave no authority whatsoever to bind Employer any contracts or obligations with any third parties. Employee shall not convey or express to any third party, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), providedeither directly or indirectly, that such Permitted Activities do not interfere with he has any authority whatsoever to bind Employer to any contracts. Employee agrees to indemnify and hold Employer harmless from the Executive’s duties or services claims of any and all third parties who shall in any way claim that Employer is bound to the Companyan agreement based on representations made by Employee.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services service to the Company as President and Chief Executive Officer Chairman of the Board of Directors and to perform the customary duties and bear the customary responsibilities of such positions position and such other duties and responsibilities, commensurate with such positionsposition, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive OfficerChairman of the Board of Directors, all in accordance with the terms of this Agreement. (b) The As of the Effective Date, the Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the ColumbiaLawrenceville, Maryland New Jersey area or such other location(s) as may be mutually acceptable to the Executive and the Board. The Executive will maintain a residence in New Jersey and will file New Jersey tax returns so long as the Company remains eligible for New Jersey State Economic Development incentives. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time an employee, it is understood that the Executive, with prior notification to the Board, Executive may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. 1.1 The Company hereby employs Executive, and the Executive hereby accepts employment, for the term (a"Term") In accordance set forth in Section 2 hereof, to render services to Company as its Chairman and Chief Science Officer. The Executive represents and warrants to the Company that he has full power and authority to enter into this Agreement and that he is not under any obligation of a contractual or other nature to any person, firm or corporation which is inconsistent or in conflict with the terms of this Agreement, or which would prevent, limit or impair in any way the performance by Executive of his obligations hereunder. 1.2 The Executive will serve as Chairman and Chief Science Officer of the Company hereby employs and as a member of its Board of Directors when elected as such, will have general supervision over the Executive, for the Term (as hereinafter defined), to render full-time services to research and development operations of the Company and its subsidiaries or affiliates (referred to collectively as President "Affiliates") and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and will have such other duties and responsibilities, commensurate consistent with such positionshis position as Chairman and Chief Science Officer, as the Executive shall may reasonably be directed from time assigned to time him by the Board of Directors. In addition, the Executive will serve as a senior officer and a director (the “Board”when elected as such) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders each of the Company's Affiliates. At all times during The Executive will report to the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request Board of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director Directors of the Company. (d) 1.3 The Executive shall devote all of his business time and effort to the business and affairs of the Company, and shall use his best efforts, skills, and abilities to promote the interests of the Company, except for reasonable vacations and during periods of illness or incapacity, but nothing contained in this Agreement shall prevent the Executive from engaging in charitable, community or other business activities provided they do not interfere with the regular performance of the Executive's duties and responsibilities under this Agreement. 1.4 Unless the Executive and the Company shall otherwise agree, the Executive's principal place places of employment of the Executive hereunder shall at all times during the Term be in and around the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to Chicago, Illinois area, but the contrary herein, although duties of the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that include such Permitted Activities do not interfere with the Executive’s duties or services visits to the Company's Affiliates, research and development partners, product and clinical trial test sites, customers, investment and other bankers, in each case at the expense of the Company, as the Executive determines is reasonably required in the performance of the Executive's responsibilities.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and President, Chief Executive Officer and Chief Scientific Officer, and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive reasonably shall be directed from time to time by the Board of Directors (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President President, Chief Executive Officer and Chief Executive Officer, all in accordance with Scientific Officer of the terms of this AgreementCompany. (b) The Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) . The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (dc) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the BoardBoard of Directors. (ed) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the BoardBoard of Directors, may (1) have non-full-time academic appointments; (2) participate in professional activities; (23) be a member of the scientific or medical advisory board or the board of directors of, or act as a consultant to, other companies that do not directly compete with the Company; (4) publish academic articles; (35) support non-competing external research programs; and (46) participate in community and/or philanthropic activities (collectively, “Permitted Activities”); provided, providedhowever, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1 Commencing on the terms effective date of this AgreementAgreement as stated above, the Company hereby employs the Executive, for the Term (as hereinafter defined), shall employ Employee to render exclusive and full-time services as Chief Financial Officer of the Company and its subsidiaries, and in connection therewith to devote his best efforts to the affairs of the Company as President and Chief Executive Officer its subsidiaries and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive Employee shall reasonably be directed from time to time perform by the Board (the “Board”) officers of the Company Company. Employee shall report directly to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Company’s Chief Executive Officer, all in accordance with the terms of this Agreement. (b) The Executive 1.2 Employee hereby accepts such employment and agrees to render the services described aboveset forth in Section 1.1 hereof. Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his duties hereunder. During the term hereof, Employee will not render any services for others, or for Employee’s own account, in accordance with the terms business of this Agreement. (c) The Executive further agrees environmental and solid waste services and will not render any services to accept election and to serve during all any supplier or any part of the Term as a director significant customer of the Company without any compensation therefor other than that specified or its subsidiaries. The Employee will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge and training in this Agreement, if elected advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to such position be determined by the Board Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment, and will promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the stockholders Employer’s interests or adversely affect the performance of the Employee’s duties for the Company. At Employee shall undertake any and all times during other actions necessary for the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request proper operation of the BoardEmployer’s business within the guidelines, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director policies and directives of the Company. (d) The principal place Employer. In furtherance of employment Employee's obligations hereunder, Employee shall abide by all rules, regulations and policies of the Executive hereunder shall Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he will at all times during faithfully, industriously and to the Term best of his ability, experience and talents, perform all the duties which may be required of and from him, pursuant to the express and implicit terms hereof, to the satisfaction of Employer. Employee shall perform his duties at such locations as designated by the Company. Initially, Employee shall be based in the ColumbiaCompany’s offices located in metropolitan Atlanta, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the BoardGeorgia. (e) Notwithstanding anything 1.3 Anything contained in this Agreement to the contrary hereinnotwithstanding, although the Executive Employee shall provide services as a full-time employeehave no authority whatsoever to bind Employer to any contracts or obligations with any third parties. Employee shall not convey or express to any third party, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), providedeither directly or indirectly, that such Permitted Activities do not interfere with he has any authority whatsoever to bind Employer to any contracts. Employee agrees to indemnify and hold Employer harmless from the Executive’s duties or services claims of any and all third parties who shall in any way claim that Employer is bound to the Companyan agreement based on representations made by Employee.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 Company hereby employs the Executive, Employee for the Term (as hereinafter defined), defined in Article 2 hereof) to render exclusive and full-time services as Vice President of Corporate Development of the Company and to the subsidiaries of Company engaged in the business of the Company, and in connection therewith to devote his/her best efforts to the affairs of the Company and to perform such duties as President and Employee shall reasonable be directed to perform by officers of the Company. Employee shall report to the Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this AgreementCompany. (b) The Executive 1.2 Employee hereby accepts such employment and agrees to render such services. Employee agrees to render such services where designated by Employer and Employee will travel on temporary trips to such other place or places as may be required from time to time to perform his/her duties hereunder. During the Term hereof, Employee will not render any services described abovefor others, or for Employee’s own account, in accordance the business of pharmaceutical compounding and will not render any services to any supplier or significant customer of Company. The Employee will devote substantially all of his/her business hours to, and, during such time, make the best use of his/her energy, knowledge and training in advancing the Employer’s interests. The Employee will diligently and conscientiously perform the duties of the Employee’s position within the general guidelines to be determined by the Employer. While the Employee is employed by the Company, the Employee will keep the Company informed of any other business activities or outside employment, and will promptly stop any activity or employment that might, in Employer’s sole determination, conflict with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all Employer’s interests or any part adversely affect the performance of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of Employee’s duties for the Company. At Employee shall undertake any and all times during other actions necessary for the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request proper operation of the BoardEmployer’s business within the guidelines, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director policies and directives of the Company. (d) The principal place Employer. In furtherance of employment Employee’s obligations hereunder, Employee shall abide by all rules, regulations and policies of the Executive hereunder shall Employer. Employee agrees to abide by all supervision, orders, advice and direction of Employer. Employee agrees that he/she will at all times during faithfully, industriously and to the Term be in best of his/her ability, experience and talents, perform all the Columbia, Maryland area or such other location(s) as duties which may be mutually acceptable required of and from him, pursuant to the Executive express and the Board. (e) Notwithstanding anything implicit terms hereof, to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Companysatisfaction of Employer.

Employment Duties and Acceptance. (a) In accordance with 1.1 Effective as of the terms date of this Agreement, the Company hereby employs engages Lender and Lender agrees to supply and make available to the ExecutiveCompany, for the Term services of the Executive to serve as the Company’s Chief Financial Officer (as hereinafter defined)“CFO”) during the term of this Agreement, to render full-time services on the terms and conditions contained in this Agreement. During the term of this Agreement, Executive shall make himself available to the Company as President and Chief Executive Officer and to perform any of its subsidiaries or affiliates as directed to pursue the customary duties business of the Company subject to the supervision and bear the customary responsibilities direction of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board of Directors of the Company (the “Board”) ). 1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Chief Financial Officer of the Company (“CFO”) with the understanding that the CFO will be based where Lender’s principal offices are located. 1.3 Lender and Executive agree that Executive shall devote up to perform or bearninety hours per month of Executive’s business time, which energies and attention to the performance of his duties hereunder and responsibilities as an executive officer of the Company. Nothing herein shall be consistent construed as precluding Executive from owning, purchasing, selling, or otherwise dealing in any manner with the provisions of the Bylaws of the Company any property or engaging in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officerany business whatsoever, all in accordance with the terms of this Agreement. (b) The Executive hereby accepts such employment and agrees to render the services described aboveincluding without limitation, in accordance with the terms of this Agreement. (c) The Executive further agrees to accept election and to serve during all or any part of the Term providing consulting services, acting as a director of another company, or starting a new business, without notice to the Company Company, without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders participation of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of and without liability to the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. 1.1 Commencing on the Start Date, the Company shall employ Executive as its Chief Executive Officer (a) In accordance "CEO"). All of Executive's powers and authority in any capacity shall at all times be subject to the direction and control of the Company's Board of Directors. Executive shall report directly to the Chairman of the Board ("Chairman"). 1.2 The Board and the Chairman may assign to Executive such general management and supervisory responsibilities and executive duties for the Company or any subsidiary of the Company as are consistent with Executive's status as CEO. The Company and Executive acknowledge that Executive's primary functions and duties as CEO shall be the terms overall supervision of, and oversight over, the creation, expansion and operation of the "x0xxxxxxx.xxx" website and the general operations and employees of the Company and its subsidiaries and divisions; provided, however, that Executive shall not supervise the Chairman. Commencing on the Start Date and through the term of this Agreement, Executive also shall have the right to be nominated for election as a director of the Company hereby employs and, if so elected by the Executivestockholders of the Company, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time obligated to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementserve as a director. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energy and attention to the performance of his duties hereunder beginning on the Start Date. Nothing herein shall be construed as preventing Executive from making and supervising personal investments, provided they will not (a) require any substantial services described aboveon his part in the operation of the affairs of the companies in which such investments are made, in accordance (b) interfere with the terms performance of this Agreement. Executive's duties hereunder or (c) The Executive further agrees to accept election and to serve during all or any part violate the provisions of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Companyparagraph 5.4 hereof. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of January 1st 2005 the Company hereby agrees to the continued employment of Executive as its Chief Executive Officer hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company ("Board" or "Board of Directors") of which he shall be nominated to be Chairman during the initial term hereof. 1.2. The Board may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as President are appropriate and commensurate with Executive's position as Chairman and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties ("CEO") and responsibilities shall would otherwise be consistent in stature and prestige with the provisions responsibilities of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementa CEO. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive's continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate "for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit" business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the Executive, for shall employ Executive during the Term (as hereinafter defined), to render full-time services to the Company defined below) as President and Chief Executive Officer and to perform the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Officer. Executive shall be directed from time to time by responsible for performing the duties and exercising the powers which the Board of Directors of the Company (the “Board”) of the Company may from time-to-time assign to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws him in his capacity as Chief Executive Officer of the Company in effect on connection with the date hereof that relate to or bear upon the duties conduct and management of the President business of the Company and Chief Executive Officer, all in accordance with the terms of this Agreementits subsidiaries and affiliates. (b) The Executive hereby accepts such employment and agrees agrees, during the Term, to render Executive’s services to the Company on a full-time basis and to devote Executive’s full business time and attention to the business and affairs of the Company and any subsidiary or affiliate of the Company; provided that Executive may perform the services described aboveon Exhibit A hereto during the Term so long as his performance of such services does not unduly interfere with his performance of his duties for the Company. Executive agrees that at all times during the Term, in accordance with Executive will faithfully perform the terms duties assigned to him by the Board to the best of this Agreement. (c) The Executive’s ability. Executive further agrees to accept election and to serve during all or any part of the Term as a an officer, director or representative of any subsidiary or affiliate of the Company Company, without any cash compensation therefor other than that specified in this Agreement. Executive shall report directly to the Board. (c) The duties to be performed by Executive hereunder shall be principally performed at the Company’s offices located in Gxxxxx Town, if elected Cayman Islands, subject to such position by the Board or the stockholders reasonable travel requirements on behalf of the Company. At all times during Executive shall (in addition to public and statutory holidays and sick leave) be entitled to an annual paid time off of 20 working days per year on the Term, same terms that the Company provides to other similarly situated senior Company executives in accordance with the Company’s policies and practices; provided that Executive shall include schedule the Executive timing and duration of Executive’s vacations in a reasonable manner taking into account the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request needs of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director business of the Company. (d) The principal place of employment of Executive acknowledges that from time to time the Company may promulgate workplace policies and rules. Executive hereunder shall at agrees to fully comply with all times during the Term be such policies and rules, and understands that failure to do so may result in the Columbia, Maryland area or such other location(s) as may be mutually acceptable a disciplinary action up to the Executive and the Boardincluding immediate discharge for Cause. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of __________ , 2006 the Company hereby agrees to the continued employment of Executive as its Non-Executive Chairman of the Board hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available during regular business hours to the Company as President and Chief Executive Officer and to perform pursue the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) business of the Company subject to perform or bear, which duties the supervision and responsibilities shall be consistent with the provisions direction of the Bylaws Board of Directors of the Company in effect on (“Board” or “Board of Directors”). 1.2. The Board may assign the date hereof that relate to or bear upon Executive such general management and supervisory responsibilities and executive duties for the duties Company as are appropriate and commensurate with Executive’s position as Non-Executive Chairman of the President Board of the Company (“Chairman”) and Chief Executive Officer, all would otherwise be consistent in accordance stature and prestige with the terms responsibilities of this Agreementa Chairman. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have thirty (30) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 The Company hereby employs the Executive, for the Term (Executive as hereinafter defined), to render full-time services to the Company as its President and Chief Operating Officer ("COO"). All of Executive's powers and authority in any capacity shall at all times be subject to the direction and control of the Company's Board of Directors and its Chief Executive Officer officer ("CEO"). 1.2 The Board and the CEO may assign to perform Executive such general management and supervisory responsibilities and executive duties for the customary duties and bear Company or any subsidiary of the customary responsibilities Company, including serving as an executive officer and/or director of such positions and such other duties and responsibilities, commensurate with such positionsany subsidiary, as the are consistent with Executive's status as COO. The Company and Executive acknowledge that Executive's primary functions and duties as COO shall be directed from time the (i) management, oversight and supervision (subject to time by the Board (employees of the “Board”Company who report to Executive remaining primarily responsible for supervision of their designated divisions and functions) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws day-to-day operations of the Company in effect on and its subsidiaries and divisions, and (ii) the date hereof that relate to or bear upon overall supervision of, and oversight over, the duties operations of the President and Chief Executive Officer, all in accordance with the terms of this AgreementCompany. (b) The 1.3 Executive hereby accepts such employment and agrees to render devote all of his business time, energies and attention to the services described aboveperformance of his duties hereunder. Nothing herein shall be construed as preventing Executive from making and supervising personal investments, in accordance provided they will not interfere with the terms performance of this AgreementExecutive's duties hereunder or violate the provisions of paragraph 5.4 hereof. Notwithstanding the foregoing, the parties acknowledge that Executive may be required to devote a portion of his business time and travel to the business of the Research Partners International, Inc. ("RPII") and its other subsidiaries pursuant to the Intercompany Services Agreement between RPII and the Company. (c) The 1.4 Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive be based in the management slate for election southern Florida area, and shall undertake such occasional travel, within or without the United States, as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At is reasonably necessary in the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director interests of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to the Company.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the The Company hereby employs the ExecutiveEmployee, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Financial Officer and to perform the customary such duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, office or other office as the Executive Employee shall reasonably be directed from time to time by the Board (the “Board”) of the Company to perform or bear, which duties and responsibilities shall be consistent with the provisions of the Bylaws of the Company in effect on the date hereof that relate to or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreement. (b) perform. The Executive Employee hereby accepts such employment and agrees to render the services described above, in accordance with . The Employee shall report to the terms of this AgreementCompany’s Chief Executive Officer or Interim Chief Executive Officer (the “CEO”). (cb) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or the stockholders of the Company. At all times during During the Term, the Company Employee shall include devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request advancement of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director business and interests of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable Company and its affiliates and to the Executive discharge of his duties and the Board. (e) responsibilities hereunder. Notwithstanding anything to the contrary herein, although the Executive Employee shall provide services as a full-time employee, it is understood that the ExecutiveEmployee, with prior notification to written consent of the BoardCEO, may (1) have non full-time academic appointments; (2) participate in professional activities; activities; (23) publish academic articles; (3) support non-competing external research programs; and articles; (4) participate in community and/or philanthropic activities and (5) serve on a board of directors, governing body or in any other capacity with up to one company or organization engaged in activities unrelated to the business of the Company and may receive compensation in exchange for such service (“External board service”) (collectively, “Permitted Activities”), provided, only to the extent that such Permitted Activities do not interfere with the ExecutiveEmployee’s duties or services to the Company or create a conflict of interest for the Employee. Employee shall obtain written consent from the Board of Directors of the Company (the “Board”) before engaging in any External board service that would result in the Employee’s participation on more than one external board; however, the parties agree that (i) the Employee may continue the External board service specified in Exhibit B, (ii) the Employee will not accept any new committee chair positions during the Term but may continue to serve in such capacity if he held the position as of the Effective Date (as hereinafter defined), and (iii) the Company may periodically review whether and any External board service should be reduced or eliminated. The CEO or the Board may withdraw consent for any Permitted Activity at any time if, in the judgment of the CEO or the Board, such Permitted Activity interferes with the Employee’s duties to the Company or creates a conflict of interest for the Employee. (c) The Employee shall perform the Employee’s duties in compliance with (i) this Agreement, (ii) all applicable laws and regulations, and (iii) Company’s policies and practices, including its Employee Code of Ethics and Business Conduct, Equal Opportunity Employment and Non-Discrimination and Non-Harassment policies, and compliance policies.

Employment Duties and Acceptance. (a) In accordance with 1.1. Effective as of __________, 2006 the Company hereby agrees to the continued employment of Executive as its Chief Financial Officer hereby accepts such continued employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services Executive shall make himself available during regular business hours to the Company as President and Chief Executive Officer and to perform pursue the customary duties and bear the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as the Executive shall be directed from time to time by the Board (the “Board”) business of the Company subject to perform or bear, which duties the supervision and responsibilities shall be consistent with the provisions direction of the Bylaws Board of Directors of the Company in effect on (“Board” or “Board of Directors”). 1.2. The Board may assign the date hereof that relate to or bear upon Executive such general management and supervisory responsibilities and executive duties for the duties Company as are appropriate and commensurate with Executive’s position as Chief Financial Officer of the President Company (“CFO”) and Chief Executive Officer, all would otherwise be consistent in accordance stature and prestige with the terms responsibilities of this Agreementa CFO. (b) The 1.3. Executive hereby accepts such employment and agrees to render devote substantially all of his business time, energies and attention to the services described aboveperformance of his duties; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in accordance which event Executive shall have thirty (30) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities and will reimburse Executive for reasonable expenses incurred by him in connection with the terms such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of this Agreement. his family have an interest) and (cii) The Executive further agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by serving on the Board or the stockholders of the Company. At all times during the Term, the Company shall include the Executive Directors of not more than three corporations involved primarily in the management slate “for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (d) The principal place of employment of the Executive hereunder shall at all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional profit” business activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, however, that such Permitted Activities these activities do not materially interfere with the Executive’s performance of his duties hereunder or services to violate the Companyprovisions of Section 4.4 hereof.

Employment Duties and Acceptance. (a) In accordance with the terms of this Agreement, the 1.1 The Company hereby employs the Executive, for the Term (as hereinafter defined), to render full-time services to the Company as President and Chief Executive Officer Company, and to perform such duties consistent with Executive's title and position as he shall reasonably be directed by the customary duties Co-Chief Executive Officers of the Company, in connection with managing the day-to-day affairs and bear operations of the customary responsibilities of such positions and such other duties and responsibilities, commensurate with such positions, as facilities owned by the Company. Executive shall be directed from also develop and assist in the development of the Company's business and the business of Multicare in the southeastern United States. 1.2 Executive shall devote his full business time to time by the Board (the “Board”) business of the Company to perform and its affiliates during the Term and shall not, during the Term, be engaged in any other business activity, whether or bearnot such business activity is pursued for gain, which duties and responsibilities shall be consistent with profit or other pecuniary advantage, without the provisions prior written consent of the Bylaws of the Company in effect on the date hereof that relate to Company, except for activities or bear upon the duties of the President and Chief Executive Officer, all in accordance with the terms of this Agreementinvestments not requiring Executive's services. (b) The 1.3 Executive hereby accepts such employment and agrees to render the services described above, in accordance with the terms of this Agreement. (c) The . Executive further agrees to accept election and to serve during all or any part of the Term as a an officer or director of any affiliate of the Company or Multicare, without any additional compensation therefor other than that specified in this Agreementtherefor, if elected or appointed to any such position by the Board of Directors or the stockholders Co- Chief Executive Officers of the CompanyCompany or Multicare or of any affiliate, as the case may be. At all times during the TermExecutive shall be provided with directors and officers insurance in connection with his employment hereunder commensurate with that insurance being provided from time to time to senior management of Multicare and copies of Multicare's current policies have been delivered to Executive. In addition, Executive shall be indemnified by the Company pursuant to the Company's bylaws, a copy of which has been provided to Executive. 1.4 The duties to be performed by Executive hereunder shall include be performed primarily at the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request offices of the BoardCompany in Morgantown, following termination or expiration of this AgreementWest Virginia, the Executive promptly shall tender his resignation as a director subject to reasonable travel requirements on behalf of the Company. 1.5 Executive shall be entitled to a paid vacation period or periods of twenty (d20) The principal place of employment business days during each year of the Executive hereunder Term and shall at be entitled to observe all times during the Term be in the Columbia, Maryland area or such other location(s) as may be mutually acceptable to the Executive and the Board. (e) Notwithstanding anything to the contrary herein, although the Executive shall provide services as a full-time employee, it is understood that the Executive, with prior notification to the Board, may (1) participate in professional activities; (2) publish academic articles; (3) support non-competing external research programs; and (4) participate in community and/or philanthropic activities (collectively, “Permitted Activities”), provided, that such Permitted Activities do not interfere with the Executive’s duties or services to holidays observed by the Company.