Common use of General Services Clause in Contracts

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the President and Chief Executive Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee of a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant and, through the Consultant, Xx. Xxxxxx, shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Company Board of Directors shall, from time to time, designate in times of the PresidentChairman of the Board of Director's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During The Company and the Initial Term and during Servicer agree that the continuance duties of the Servicer under this Agreement shall include: (a) managing the Prosper System on the Company’s behalf, servicing the Borrower Loans and otherwise administering the Company’s day-to-day operations, including supervision of (i) the issuance, sale and timely payment of the Securities, (ii) the purchase by the Company hereby agrees of Borrower Loans, (iii) the operation of the Prosper Website, and (iv) the payment of the Company’s related fees and expenses, in each case including the specific duties set forth below; (b) giving on the Company’s behalf such notices and communications as the Company may from time to retain time be required to give under this Agreement and the Executive other Program Documents or that the Servicer, in accordance with the Applicable Requirements, deems it appropriate for the Company to give; (c) maintaining the general accounting records of the Company and preparing such monthly, quarterly and annual financial statements as may be necessary or appropriate (it being understood that the Servicer shall not have any responsibility for the auditing of such financial statements other than to provide the same to the Company’s independent accountants for certification by such accountants); (d) retaining on behalf of and for the account of the Company an employee accounting firm to audit the Company’s year-end financial statements; (e) (i) preparing, or arranging for the preparation of, such income, franchise or other tax returns of the Company as shall be required to be filed by applicable law, (ii) filing, or arranging for the filing of, any such required tax returns, (iii) causing to be paid (but only from Company funds available for such purpose) any taxes required to be paid by the Company under applicable law, and (iv) not knowingly causing the Company to engage in any activity that would cause the Company to be subject to income or franchise tax on a net income basis by any taxing jurisdiction outside of the United States; (f) retaining on behalf of and for the account of the Company outside counsel to provide on behalf of the Company such services as the Servicer from time to time deems appropriate; (g) reviewing and analyzing any agreements entered into by the Company and establishing, in consultation with the Company, operating procedures to enable the Company to comply with the terms of such agreements; (h) providing recordkeeping and maintenance, as required, to maintain the Company’s limited liability company existence; (i) preparing resolutions for consideration by the Company’s board of directors in accordance with the Company’s limited liability company agreement; (j) preparing and having executed and filed all documents necessary to qualify the Company to do business in any jurisdiction in which such qualification is necessary or appropriate in connection with the Company’s issuance of Securities, purchase of Borrower Loans or other activities under the Program Documents; (k) in conjunction with the Company’s counsel, monitoring (A) the federal and State licensing requirements that apply or may apply to the Company, including lender licensing requirements, and (B) the Company’s compliance with applicable consumer protection laws including, without limitation, the Consumer Credit Protection Act, the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act and the Electronic Signatures in Global and National Commerce Act, and arranging for the Company to obtain such licenses, to make such disclosures, to file such reports, and otherwise to take or refrain from taking all such actions, as will, to the best of the Servicer’s knowledge, result in compliance with all such licensing requirements and laws; (l) in conjunction with the Company’s counsel, confirming that the Lender-Members will not, solely by reason of their purchase of Securities through the Prosper System, become subject to lender licensing requirements or other licensing requirements in any State in which Securities are offered for sale; (m) receiving notices on the Company’s behalf to the extent that any Program Document designates the Servicer as the person to whom notices to the Company thereunder are to be directed; (n) notifying the Company promptly, and in any event not more than one Business Day after becoming aware of the institution thereof, of the institution of any action, suit or proceeding against, or regulatory investigation of, the Company; (o) monitoring the disclosures concerning the Company made on the Prosper Website and confirming on the Company’s behalf that all such disclosures are accurate and complete in all material respects; and further confirming, on a continuing basis, that the Prosper System is so structured that (i) Borrower Loans cannot be obtained except by Borrower-Members, and (ii) Securities cannot be purchased except by Lender-Members; (p) monitoring the operating terms of the Note Trader Platform; advising the Company if it determines, at any time, that any changes to such terms are desirable; and confirming, on a continuing basis, that Securities cannot be purchased through the Note Trader Platform except by Lender-Members; (q) confirming that the Account Bank at all times remains an Eligible Bank; and if the Account Bank ceases to be an Eligible Bank, arranging for the transfer of the FBO Account and any funds therein to an Eligible Bank; (r) arranging for the Company to comply with the Privacy Policy in the operation of the Prosper System and, in conjunction with the Company’s counsel, updating the Privacy Policy as needed to conform to changes in applicable law; (s) to the extent that a Responsible Officer of the Servicer has actual knowledge of any failure of a party to a Core Document to perform any of its obligations to the Company, notifying the Company, as soon as practicable, of such failure; (t) from time to time taking at the Company’s expense such actions as the Company may reasonably request, or as the Servicer deems appropriate under the Servicing Standard, to enforce the Company’s rights under any Program Document or document related thereto; (u) arranging for the execution by the Company of any documents and instruments necessary or incidental to the Program Documents and arranging for the execution of amendments to and waivers of the Program Documents deliverable by the Company thereunder or in connection therewith; provided that the Servicer shall not execute on behalf of the Company any amendment to this Agreement or waiver hereunder; (v) at the direction of the Company, from time to time designating employees and agents of the Executive hereby agrees Servicer to be subject as act as attorneys-in-fact for the Company; and (w) otherwise assisting the Company to the direction extent provided in this Agreement to enable the Company to perform its obligations and supervision ofduties under and in connection with, and to have comply with the authority as is delegated to the Executive byterms of, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of DirectorsProgram Documents.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Employee as an employee the Chief Financial Officer and Director of the Company, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors consistent with such position, and the Executive Employee also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the President and Chief Executive Officer of each of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’ various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the President's Chairman’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term of this Agreement, however, only up until the point of the Company receiving a completed assignment of at least a 39% working interest in a Namibian oil and gas concession, which is the primary non-guaranteed responsibility of Consultant, and, in addition, and also during the continuance Term of this Agreement Agreement, with regard to any future endeavors to find and obtain other oil and gas concessions around the world, as the case may be, and until such respective working interest assignments are completed as the case may be, the Company hereby agrees to retain the Executive Consultant as an employee a consultant to the Company and the Consultant hereby agrees to accept such position in order to assist the Company with the development of its Business in Namibia and possibly other areas of the Companyworld; provided, however, that the Consultant hereby provides the Company with absolutely no guarantee, expressed or implied, of the ability for the Company to acquire any such working interest assignments where the prior authority of the Namibian government is required to be given before any working interest assignment may be consummated and completed, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, as with only regard to any authority surrounding negotiations and the Executive also agrees official presentment of the Company to accept any foreign country, which such position in order Company introductions and negotiations may come about during the process of the Consultant to be vetting possible oil and gas deals with countries around the world, with the intention to provide such related services the Company with additional opportunity to become a joint venture partner as defined solely by the Consultant, if any, whereby the Parties both agree and understand that the Consultant is in the business of obtaining, exploring and exploiting upstream oil and gas opportunities around the world and nothing herein precludes the Consultant from doing its business as the Board of Directors shallConsultant sees fit with total autonomy, from time and that the Consultant has absolutely no obligation to time, reasonably assign provide any additional opportunities to the Executive Company for such similar working interest acquisition investments and as may be necessary is not on call for the ongoing maintenance and development services under this Agreement and, furthermore, it is understood that Consultant works completely autonomously (with all of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (above, being, collectively, the "General Services"" herein); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during as the Initial Term Consultant solely determines to be appropriate and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of Consultant the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein below for which such compensation is for the assignment of the working interest completed in the country of Namibia under the initial FOR thereby satisfying the obligations of NEI to the Consultant under the initial FOR, and for assisting the Company with its Business in Namibia, and whereby any additional compensation regarding any other oil and gas concession opportunities around the world would have to be separately negotiated and agreed to, whereby there is no obligation of either Party to accept any offers for the Company or NEI, as the case may be, to buy into any other oil and gas concession opportunity or the Consultant to provide any additional opportunities. In this regard it is hereby acknowledged with the limitations outlined above and agreed that the Executive Consultant shall be entitled to communicate with and with regard only to issues specifically affecting the Company and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the PresidentPresident of the Company's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors. To clarify the meaning of this paragraph, with regard to matters effecting the Company's opportunities and possible relations to a particular country, as may be presented by the Consultant to the Company in the future, the Consultant will communicate and receive direction from the Company's President, any Board of Director authorized officer or the entire Board of Directors with regard to how to present the Company.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General ServicesGENERAL SERVICES"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees to retain the Executive as an employee the President and Chief Executive Officer of each of the CompanyCompanies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee of a management consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the Chief Executive Officer of the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such corporate management related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors of the Company (the "Chairman"), or upon the advice or instructions of such other director or officer of the Company as the President of the Company Chairman shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as an employee a Director and as the Treasurer and Chief Financial Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the "Board"), consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related services services, associated with the positions of Treasurer and Chief Financial Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "General ServicesGENERAL SERVICES"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially will commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive Executive, as Treasurer and Chief Financial Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chief Executive Officer, and shall have direct responsibility to the Audit Committee and the Board of Directors as a whole. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or upon contrary to the advice or instructions of such other director or officer best interests of the Company. In that regard, the Executive and the Company as shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the President performance of the Company shall, from time to time, designate in times of responsibilities hereunder by the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of DirectorsExecutive.

General Services. During the Initial Term and during the continuance of this Agreement any Renewal Period the Company hereby agrees to retain the Executive as an employee the Executive Vice President of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’s various Business interests during the Initial Term and during the continuance of this Agreement any Renewal Period (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement any Renewal Period for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's ’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee of a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related advisory services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis generally not to exceed 40 hours per workweek during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelowherein, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chief Executive Officer of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company Chief Executive Officer shall, from time to time, designate in times of the PresidentChief Executive Officer's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees to retain the Executive as an employee the Secretary, Treasurer, Chief Financial Officer and Chief Operating Officer of each of the CompanyCompanies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Consultant as an employee a consultant to and on behalf of the Companies, or to and on behalf of any of the Companies’ respective subsidiaries, as the case may be and as may be determined by the Board of Directors of the Company, and the Executive hereby agrees from time to be subject to the direction and supervision oftime, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionin its sole and absolute discretion, and the Executive also Consultant hereby agrees to accept such position in order to provide such qualified management consulting and related services as may be determined by the Board of Directors shallDirectors, from time to time, reasonably assign and in its sole and absolute discretion, in order to develop the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during of the Initial Term and Company during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly initially acknowledged and agreed by each of the Parties hereto that the Executive Consultant’s initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule “A” which is attached hereto and which forms a material part hereof; and it being further acknowledged and agreed by each of the Parties hereto that the Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees agree to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Options (as set forth hereinafter determined) and Expense (as hereinafter determined) payment reimbursements in Articles "accordance with Article “4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the Secretary and Chief Financial Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General GENERAL Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, -- CEO EXECUTIVE SERVICES AGREEMENT -- -- NATURALLY ADVANCED TECHNOLOGIES INC. -- hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as an employee the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the “Board”), consistent with such position, and the positions. The Executive also agrees to accept such position in order to provide such related services services, associated with the positions of President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’s various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "“General Services"”); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially will commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of Directors and shall have direct responsibility to the Board of Directors as a whole. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter “F” of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive’s capabilities with the resources at its disposal and in the best interests of the Company. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or upon contrary to the advice or instructions of such other director or officer best interests of the Company. In that regard, the Executive and the Company as shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the President performance of the Company shall, from time to time, designate in times of responsibilities hereunder by the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of DirectorsExecutive.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Consultant as the Executive as an employee Vice president of Geology and Secretary of each of the CompanyCompanies, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors of the Company (the "BOARD OF DIRECTORS") consistent with such positionpositions, and the Executive Consultant also agrees to accept such position such, positions in order to provide such such, related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the ^GENERAL SERVICES"General Services"); ): it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Fee (as set forth hereinafter determined), Bonus (as hereinafter determined), Expense (as hereinafter determined) payment reimbursements, Options (as hereinafter determined), Additional Options (as hereinafter determined), Vacation (as hereinafter determined) pay, Benefits (as hereinafter determined) and Severance Package (as hereinafter determined) in accordance with Articles "3" and "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. It is agreed that the Company and Consultant are independent contractors and that the relationship between the two parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any commitments of any kind or take any action that is binding on the other without the express written consent of the other Party or expressly agreed to in this Consulting Services Agreement. It is understood by the Company that the Consultant is currently and is free to continue to perform consulting services for other businesses or persons, including a beverage company not at arms length from Consultant – GnuSanté Creations Inc. Further it is understood by the Company that Consultant is in the process of establishing a food and beverage production facility where manufacture of foods and beverages will occur, including but not limited to, products of GnuSanté Creations Inc. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee the Chief of Product Development and each of the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such positionpositions, and the Executive Consultant also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's ’ various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis (meaning approximately two thirds to three quarters of the working hours in a week or month) during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the President's Chairman’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of a consultant to the Company, and the Executive hereby agrees agrees, through Xx. Xxx, to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly initially acknowledged and agreed by the Parties that the Executive's initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule "A" which is attached hereto and which forms a material part hereof; and it being also acknowledged and agreed by the Parties that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis (meaning approximately two business days during each week at the moment) during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive employEmployee as an employee of the Company, its President and CEO and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive him by, the Board of Directors consistent with such position, and the Executive Employee also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company the General Services on a reasonably fullnon-time exclusive, however, priority basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as an employee a Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors Directors, consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related services services, associated with the positions of President and Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "GENERAL SERVICES"). Xxxxxx hereby approves of the appointment of the Executive to fulfill the General Services"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall will initially commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director Director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Whereas Clauses hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company, taking into account the employment obligations of the Executive to Xxxxxx. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company or Xxxxxx. In that regard, the Executive, Xxxxxx and the Company shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Executive.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Employee as an employee the Vice-President of Business and Corporate Development of each of the CompanyCompanies, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors of the Company (the "Board of Directors" herein) consistent with such positionpositions, and the Executive Employee also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the President and Chief Executive Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General GENERAL Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Employee as an employee the Vice-President of Sales and Marketing of each of the CompanyCompanies, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors of the Company (the "Board of Directors" herein) consistent with such positionpositions, and the Executive Employee also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee of a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee the President and Chief Executive Officer of each of the CompanyCompanies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as an employee of a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as an employee a Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the "Board"), consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related services services, associated with the positions of President and Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "GENERAL SERVICES"). Westhampton hereby approves of the appointment of the Executive to fulfill the General Services"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall will initially commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard, or upon the advice or instructions of such other director Director or officer of the Company as the President of the Company shallChairman may, from time to time, designate in times of the President's absenceas necessary, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board Board. 5.3 Without in any manner limiting the generality of Directorsthe General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company, taking into account the employment obligations of the Executive to Westhampton. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company or Westhampton. In that regard, the Executive, Westhampton and the Company shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Executive.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as an employee a Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the "Board"), consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related services services, associated with the positions of President and Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "General ServicesGENERAL SERVICES"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially will commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard, or upon the advice or instructions of such other director Director or officer of the Company as the President of the Company shallChairman may, from time to time, designate in times of the President's absenceas necessary, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board and shall have direct responsibility to the Audit Committee and the Board of DirectorsDirectors as a whole. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as an employee of a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant and, through the Consultant, Xx. Xxxxxx, shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Company Board of Directors shall, from time to time, designate in times of the PresidentChairman of the Board of Director's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain retain, the Consultant as the Chairman and Chief Executive as an employee Officer of each of the CompanyCompanies, and the Executive Consultant hereby agrees to be subject to TO the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors of the Company (the "BOARD OF DIRECTORS") consistent with such positionpositions, and the Executive Consultant also agrees to accept accept: such position positions in order to provide such such, related services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General ServicesGENERAL SERVICES"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Fee (as set forth hereinafter determined). Bonus (as hereinafter determined), Expense (as hereinafter determined) payment reimbursements, Options (as hereinafter determined), Additional Options (as hereinafter determined), Vacation (as hereinafter determined) pay. Benefits (as hereinafter determined) and Severance Package (as hereinafter determined) in accordance with Articles "3" and "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.