Common use of Office and Duties Clause in Contracts

Office and Duties. (a) Employee shall service Company as its Vice President and Chief Operating Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During the term of this Agreement, Employee shall also provide services to Company's subsidiaries, if any, without additional compensation, from time to time as determined by the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote his best efforts and skill to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee.

Office and Duties. (a) Employee shall service Company serve as its Executive Vice President and Division Manager of Company's Healthcare Division (the "Division"). In such capacity, Employee shall be responsible for the Division's revenue attainment, including supervision of the Division's sales force and perform sales and marketing services as well overseeing the Division's operations. As the Division's Manager, Employee shall manage the Division's transition to a new platform. Employee shall also render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of the Chief Executive Officer and Chief Operating Officer of Company and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent in accordance with the position of a Chief Operating Officer in similarly situated companiespolicies set by them. Employee shall report directly to the President of the Company. During the term of this AgreementIn addition, Employee shall also provide will render such other services to Company's subsidiaries, if any, without additional compensation, and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries and affiliates as the Chief Executive Officer of Company may from time to time as determined by reasonably request of Employee. Employee may, in addition, hold such offices with Company which may from time to time be offered to Employee. Employee's authority shall be subject at all times to the President or direction and control of the Board Chief Executive Officer and Chief Operating Officer of DirectorsCompany and to such Officers' discretion to determine the policies of Company. (b) Throughout the term of this Agreement, For as long as Employee shall devote his remain an employee of Company, Employee's entire working time, energy, skill and best efforts and skill shall be devoted to the performance of his Employee's duties hereunder in a manner which will faithfully and diligently further the business and interest interests of Company. Employee shall at all times comply may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with the policies and procedures adopted by the Employee's obligations to Company, including those relating but Employee shall not be employed by or receive any remuneration from any other for-profit business without prior written consent of Company, which may be withheld for any reason whatsoever. The foregoing notwithstanding, Employee shall be permitted to conflicts of interestprovide general financial consulting services to third parties regarding lending and investment transactions ( "Consulting Services") provided that such Consulting Services are fully disclosed to and approved by Company as not being in conflict with (i) Employee's fiduciary obligations to Company, to the extent they and (ii) Company's business interests, and which Consulting Services are not contradicted by deemed to be a part of Employee's job responsibilities hereunder and do not interfere with Employee ability to perform his duties as the express terms of this AgreementDivision's Manager. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff Employee's services reasonably sufficient to discharge his duties. During the term of this Agreement, the will be conducted at Company's offices in the Fort Washington, Pennsylvania area and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company to relocate his principal office where Employee is residence without his consent, and shall not be required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would services in any mannerlocation that is greater than fifty (50) miles from his principal residence, directly or indirectly, limit or affect the duties and responsibilities which may now or except in the future be assigned to Employeecourse of normal daily business travel.

Office and Duties. (a) During the Term of this Employment Agreement and while employed by the Employer, the Employee shall service Company hold the following positions and perform the following duties relating to the Employer's businesses and operations during the following respective periods (except to the extent otherwise agreed to in writing by the Employee, the Management Committee and the Manager Member): (A) During the first six months immediately following the Closing Date (consistent with his current level of active devotion to his duties at FAI and FAID), the Employee shall be employed as the Chief Executive Officer of the Employer and the Chairman of its Vice President and Chief Operating Officer Management Committee (and shall have hold the same officer positions at the DE LLC but shall not be an employee of the DE LLC), and shall devote substantially all of his working time during such authority and responsibilities as typically accorded a Chief Operating Officer subject period to such further those duties and responsibilities granted and restrictions imposed by Company's President or Board of Directorsshall, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During the term of this Agreement, Employee shall also provide services to Company's subsidiaries, if any, without additional compensation, from time to time as determined by the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote his best efforts and skill to the performance of his ability, perform those duties hereunder in a manner which will faithfully and diligently further the business and interest interests of Company. the Employer, the DE LLC and their respective Controlled Affiliates; (B) During the four and one-half year period immediately following the period described in clause (A) of this Section 2, the Employee shall be employed by the Employer as the Chairman of its Management Committee (and shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on an active basis (but shall no longer be the Chief Executive Officer of the Employer or the DE LLC), and shall devote substantially all times comply with of his working time during such period to such duties as Chairman of the policies Management Committee of the Employer and procedures adopted the DE LLC (which, by way of illustration and not of limitation, shall include periodic attendance at client meetings, attendance at fund board meetings and interviews and other public appearances representing the Company, including those relating all consistent with levels of activity prior to conflicts of interestthe date hereof), and shall, to the extent they are not contradicted best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates; PROVIDED, HOWEVER, that the Employee may request at any time after the third anniversary of the Closing Date to continue his employment with the Employer as Chairman of the Management Committee on a semi-active basis (with a concurrent reduction in his level of activities as Chairman of the Management Committee of the DE LLC) and, upon the written agreement of the Manager Member in its sole discretion that it is appropriate for the Employee to proceed to the level of responsibility described in clause (C) of this Section 2, the Employee's duties and responsibilities shall be governed during the remainder of the Term of this Agreement (and thereafter while employed by the express terms Employer) by clause (C) of this Agreement.Section 2; and (cC) During From and after the term end of the period described in clause (B) of this AgreementSection 2 and for the remainder of the Term of this Agreement (and thereafter while employed by the Employer), the Company Employee shall provide Employee with facilities be employed by the Employer as the Chairman of its Management Committee (and staff services reasonably sufficient shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on a semi-active basis, and shall devote at least a majority of his working time during such period to discharge those duties (provided that no specific number of hours shall be required, so long as his time devoted to the business is appropriate in light of his duties) and shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates. During the term Term of this AgreementEmployment Agreement (and thereafter while employed by the Employer), the Company's principal office where Employee is required to perform his duties shall be permitted to serve as a member of the board of directors of charitable organizations and private or public companies only if, after notifying AMG of his intent to serve in any such capacity (which notification may be made by telephonic or other reasonable means, provided it is communicated to a member of the senior management of AMG), AMG has not, within five (5) business days after its receipt of such notification, made a Reasonable Objection to such service. A "Reasonable Objection" shall exist if (and only if) such board service (i) would, individually or in the City of Philadelphiaaggregate with the Employee's existing duties in any other similar capacities, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or materially interfere with the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the Employee's duties and responsibilities which may now to the Employer and its Affiliates as described in clauses (A), (B) or (C) above (as applicable), (ii) would conflict (or create the appearance of conflict) with the business of the Employer, AMG or their respective Affiliates, or create the appearance of either full-time involvement with other endeavors or a lack of involvement with the business of the Employer and its Affiliates, (iii) is for or on behalf of an entity that competes with the business of the Employer, AMG or their respective Affiliates or (iv) would otherwise be materially harmful to the Employer, AMG or their respective Affiliates. The Employee agrees that the Employee will travel to whatever extent is reasonably necessary in the future conduct of the Employer's business, and will otherwise work at the principal business offices of the Employer in Delaware, Wyoming and Arizona (subject to telecommuting on a reasonable basis and consistent with the past practices of the Employer and its predecessors). The Manager Member and the Employer agree that the Employee shall be assigned to Employeean "Eligible Person" within the meaning of the LLC Agreement and the DE LLC Agreement for so long as he is employed by the Employer in any of the capacities described in this Section 2 (including without limitation as the semi-active Chairman of the Management Committee).

Office and Duties. (a) During the term hereof, Employee shall service Company serve as its Vice President and Chief Operating Executive Officer of the Corporation. Subject to the Bylaws of the Corporation and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or the direction of the Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President Directors of the Company. During the term of this AgreementCorporation, Employee shall also provide services perform such duties as are customary for a President and Chief Executive Officer of businesses in the United States similar in kind and size to Company's subsidiariesthe Corporation, if any, without additional compensation, and such other duties as may from time to time as determined be assigned to him by the President or Directors of the Board of DirectorsCorporation. (b) Throughout During the term of this Agreementhereof, Employee shall devote use his best efforts to carry out his duties and skill responsibilities hereunder and devote his entire working time to the business and affairs of the Corporation and shall not, in any advisory or other capacity, work for any other individual, firm or company without first having obtained the written consent of the Corporation; provided, however, that Employee may engage in investment activities so long as they do not materially interfere with the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreementhereunder. (c) During the term of this Agreementhereof, the Company principal place of employment of Employee shall provide be the Corporation's headquarters in Greenbelt, Maryland, or such other locations as may be selected for the Corporation's facilities, although it is understood that in connection with his duties under this agreement, Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is will be required to travel to and perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another locationservices at other locations. (d) Employee represents and warrants to the Company Corporation that he is not subject or a party to any employment agreement, instrument non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit, or be violated by, his execution of prohibit Employee from executing this Agreement or the performance of and performing fully his duties under this Agreementand responsibilities hereunder, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee by the Corporation. (e) Employee agrees to cooperate at the request of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life.

Office and Duties. (a) Employee shall service Company as its Vice President and Chief Operating Executive Officer and shall have such authority and responsibilities as typically accorded a President and Chief Operating Executive Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a President and Chief Operating Executive Officer in similarly situated companies. Employee shall report directly to the President Board of Directors of the Company. During the term of this Agreement, Employee shall also provide services to Company's subsidiaries, if any, without additional compensation, from time to time as determined by the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote his best efforts and skill to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee.

Office and Duties. (a) During the Employment Period, the Employee shall service Company hold such positions as its Vice President and Chief Operating Officer specified herein or such other positions as may be assigned by the Executive Committee or the board of directors of BSIG (the “BSIG Board”), as applicable, to the Employee, and shall have perform such authority duties usually associated with such position(s) and responsibilities as typically accorded a Chief Operating Officer subject relating to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President each of the Company. During the term of this Agreement, Employee shall also provide services to Company's subsidiaries, if any, without additional compensation, ’s and BSIG’s business and operations as may from time to time as determined be assigned to the Employee by the President Executive Committee or the BSIG Board, as applicable. In addition, and for so long as the Employee shall serve as the Chief Executive Officer of BSIG, the BSIG Board shall nominate her, subject to the Notification and Authority Framework, for election to the BSIG Board and, if so elected by shareholders, the Employee shall serve as a member of Directors. the BSIG Board. Effective as of the date the Employee ceases to be the Chief Executive Officer of BSIG, the Employee agrees to resign (band will be deemed to have resigned) Throughout from any and all positions and offices that the term of this AgreementEmployee holds with BSIG, without any further action required therefor. During the Employment Period, the Employee shall devote his best efforts and skill all of the Employee’s business time to the performance of his Employee’s duties hereunder and shall, using the Employee’s best efforts, perform such duties in a manner which that will faithfully and diligently further the business and interest interests of the Company and BSIG and shall not pursue any other business activity, including, without limitation, serving as an officer, director, employee, or adviser to any business entity other than the Company or BSIG without the Company’s and BSIG’s prior written consent, provided that the Employee may manage her investments and serve in such positions with respect to Women’s Money Matters Inc. and to other non-profit entities. The Employee shall at all times comply with the policies and procedures adopted agrees to abide by the Companyrules, including those relating regulations, instructions, personnel practices and policies of the Company and BSIG and any changes therein that may be adopted from time to conflicts of interest, to the extent they are not contradicted time by the express terms Company or BSIG, as applicable. The Employee agrees that the Employee will travel to whatever extent is reasonably necessary in the conduct of this Agreement. (c) During the term each of this Agreement, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location’s and BSIG’s business. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee.

Office and Duties. (a) Employee shall service Company serve as its Executive Vice President and Division Manager of Company's Healthcare Division (the "Division"). In such capacity, Employee shall be responsible for the Division's revenue attainment, including supervision of the Division's sales force and perform sales and marketing services as well overseeing the Division's operations. As the Division's Manager, Employee shall manage the Division's transition to a new platform. Employee shall also render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of the Chief Executive Officer and Chief Operating Officer of Company and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent in accordance with the position of a Chief Operating Officer in similarly situated companiespolicies set by them. Employee shall report directly to the President of the Company. During the term of this AgreementIn addition, Employee shall also provide will render such other services to Company's subsidiaries, if any, without additional compensation, and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries and affiliates as the Chief Executive Officer of Company may from time to time as determined by reasonably request of Employee. Employee may, in addition, hold such offices with Company which may from time to time be offered to Employee. Employee's authority shall be subject at all times to the President or direction and control of the Board Chief Executive Officer and Chief Operating Officer of DirectorsCompany and to such Officers' discretion to determine the policies of Company. (b) Throughout the term of this Agreement, For as long as Employee shall devote his remain an employee of Company, Employee's entire working time, energy, skill and best efforts and skill shall be devoted to the performance of his Employee's duties hereunder in a manner which will faithfully and diligently further the business and interest interests of Company. Employee shall at all times comply may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with the policies and procedures adopted by the Employee's obligations to Company, including those relating but Employee shall not be employed by or receive any remuneration from any other for-profit business without prior written consent of Company, which may be withheld for any reason whatsoever. The foregoing notwithstanding, Employee shall be permitted to conflicts of interestprovide general financial consulting services to third parties regarding lending and investment transactions ("Consulting Services") provided that such Consulting Services are fully disclosed to and approved by Company as not being in conflict with (i) Employee's fiduciary obligations to Company, to the extent they and (ii) Company's business interests, and which Consulting Services are not contradicted by deemed to be a part of Employee's job responsibilities hereunder and do not interfere with Employee ability to perform his duties as the express terms of this AgreementDivision's Manager. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff Employee's services reasonably sufficient to discharge his duties. During the term of this Agreement, the will be conducted at Company's offices in the Fort Washington, Pennsylvania area and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company to relocate his principal office where Employee is residence without his consent, and shall not be required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would services in any mannerlocation that is greater than fifty (50) miles from his principal residence, directly or indirectly, limit or affect the duties and responsibilities which may now or except in the future be assigned to Employeecourse of normal daily business travel.

Office and Duties. (a) During the term hereof, Employee shall service Company serve as its Vice President and Chief Operating Executive Officer of the Corporation. Subject to the Bylaws of the Corporation and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or the direction of the Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President Directors of the Company. During the term of this AgreementCorporation, Employee shall also provide services perform such duties as are customary for a President and Chief Executive Officer of businesses in the United States similar in kind and size to Company's subsidiariesthe Corporation, if any, without additional compensation, and such other duties as may from time to time as determined be assigned to him by the President or Directors of the Board of DirectorsCorporation. (b) Throughout During the term of this Agreementhereof, Employee shall devote use his best efforts to carry out his duties and skill responsibilities hereunder and devote his entire working time to the business and affairs of the Corporation and shall not, in any advisory or other capacity, work for any other individual, firm or corporation without first having obtained the written consent of the Corporation; provided, however, that Employee may engage in investment activities so long as they do not materially interfere with the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreementhereunder. (c) During the term of this Agreementhereof, the Company principal place of employment of Employee shall provide be the Corporation's headquarters in Greenbelt, Maryland, or such other locations as may be selected for the Corporation's facilities, although it is understood that in connection with his duties under this agreement, Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is will be required to travel to and perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another locationservices at other locations. (d) Employee represents and warrants to the Company Corporation that he is not subject or a party to any employment agreement, instrument non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit, or be violated by, his execution of prohibit Employee from executing this Agreement or the performance of and performing fully his duties under this Agreementand responsibilities hereunder, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee by the Corporation. (e) Employee agrees to cooperate at the request of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life.

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., (a) Employee "OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall service Company as its Vice President continue to be Vice-President-Engineering, Research and Chief Operating Officer and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such authority and responsibilities duties as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed may be lawfully assigned by Company's President or the Board of Directors, provided that such dutieseither directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, responsibilities and restrictions are generally consistent with his abilities and the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President needs of the Company. During The Company reserves the term right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, Employee shall also provide and he may render services to Company's subsidiariesfor such other business interests, if any, without additional compensation, provided such service does not prevent Executive from time to time as determined by the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote his best efforts and skill to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or which would they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in any mannergood faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, directly or indirectlynot to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, limit or affect the duties Company and responsibilities which may now or in the future be assigned Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to Employeethe Other Inventions back to the Executive.

Office and Duties. (a) Employee shall service Company as its Vice As the President and Chief Operating Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President Executive Office of the Company. During the term of this Agreement, Employee shall also provide render such services as are necessary and desirable to protect and advance the best interests of Company's subsidiaries, if any, without additional compensation, as determined from time to time as determined by and under the supervision of and in accordance with the policies and directives set by the President or the Board of DirectorsBoard. (b) Throughout the term of this Agreement, For as long as Employee shall devote his remain employed by the Company, Employee’s entire working time, energy, skill and best efforts and skill shall be devoted to the performance of his Employee’s duties hereunder in a manner which will faithfully faithfully, diligently and diligently ethically further the business and interest interests of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During Employee shall keep the term Chairman informed of this Agreement, any significant developments or special difficulties encountered in connection with the Company shall provide Employee with facilities business affairs and staff services reasonably sufficient to discharge his duties. During the term financial condition of this Agreement, the Company's principal office where Employee is required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents shall comply with all rules and regulations established from time to time by the Company. (e) The Company expects and Employee has agreed that over the first five (5) years of employment, Employee will purchase shares of the Company’s common stock in open market transactions at cost at the time of purchase of at least one hundred seventy five thousand ($175,000) dollars. These purchases are in addition to, and not a part of, any of the shares being offered to Employee by the Company as a part of the “Bonus Plan” defined below in Subparagraph 5(b) or the stock option described in Subparagraph 5(c). (f) Employee has agreed, as a condition of his employment, to relocate his principal residence within twelve (12) months of the commencement of employment to a location that is within a forty-five (45) minute commute of the Company’s current offices in Whippany, New Jersey. The Company will reimburse Employee for documented reasonable and customary costs to include moving expenses, costs to sell Employee’s existing residence and closing costs incurred in connection with the purchase of Employee’s new residence. Employee and the Company will discuss means and methods or reducing the tax implications of these benefits to Employee. The Company will increase the sums paid to Employee pursuant to the foregoing sentence by an amount calculated to satisfy the Employee’s tax payments solely on account of the amounts paid by the Company as reimbursement to the Employee in the foregoing sentence (the “Gross-Up Payment”). The Company also will reimburse the Employee for the documented reasonable costs of temporary housing (e.g., extended stay hotel or similar) in the vicinity of Whippany, New Jersey for a period of up to six (6) months. In the event that Employee voluntarily terminates his employment with the Company for any reason within (12) months of relocation, all amounts reimbursed (including the Gross-Up Payment) must be repaid to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution within thirty (30) days of this Agreement or the performance effective date of his duties under this Agreement, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employeetermination of employment.

Office and Duties. (a) Employee Executive shall service Company initially serve as its Vice President of Operations. Subject to the direction of the Board of Directors and Chief Operating Officer the corporation's officers designated by the Board, Executive shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Corporation in connection with the conduct of its business or the business of any subsidiary of affiliate of the Corporation. Nothing herein shall preclude the board from changing the Executive's title and duties if the Board has determined in its reasonable judgment that such change is in the Corporation's best interest, provided, without Executive's consent, such duties will not be substantially diminished from those duties initially assigned. Executive's primary duty shall be to facilitate all matters in operations as they arise for the MFM side of the business of BAB, as well as product development for all BAB companies. (b) During the term hereof, Executive shall devote substantially all of his business time, attention and energies to the business of the corporation and its affiliates and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During not during the term of this AgreementAgreement be engaged (whether or not during normal business hours) in any other business or professional activity, Employee shall also provide services to Company's subsidiarieswhether or not such activity is pursued for gain, profit or other pecuniary advantage, if any, without additional compensation, such activity is likely to or has interfered in any way with Executive's duties; provided that this section shall not be construed as preventing the Executive from investing his personal assets in businesses which do not compete with the corporation in such form or manner as will not require any services on the part of the Executive in the operations or the affairs of the companies in which such investments are made in which his participation is solely that of an investor. Corporation agrees that from time to time as determined by may be necessary, Executive may retain flexibility in the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote specific time Executive begins and ends his best efforts and skill to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreementdaily employment duties. (c) During the term of this Agreementhereof, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term principal place of this Agreement, the Company's principal office where Employee is required to perform his duties employment of Executive shall be within in the City of Philadelphia, Pennsylvania or within ten miles of Chicago area. It is understood that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of in connection with his duties under this Agreementagreement, or which would in any manner, directly or indirectly, limit or affect the duties Executive may be required to travel to and responsibilities which may now or in the future perform services at other locations. Executive and Executive's spouse will not be assigned required to Employeetravel simultaneously.

Office and Duties. (a) Employee initially shall service Company serve as its Executive Vice President of Company and Divisional Chief Operating Executive Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by of Company's President or Board of Directors, provided that Technology Based Outsourcing Division (the "Division"). In such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During the term of this Agreementcapacity, Employee shall also render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of and in accordance with the policies set by the Board. Employee will be responsible for and provide senior management services relating to the debt collection and professional financial services and related marketing of the services of Company and ongoing senior management services relating to all aspects of Company's subsidiariesgeneral administration. In addition, if anyEmployee will render such other executive services and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries thereof (collectively, without additional compensationwith Company, the "NCO Group") as the Boards of Directors of the members of the NCO Group may from time to time as determined by reasonably request of Employee. Employee may, in addition, hold such offices with the President or NCO Group which may from time to time be offered to Employee. Employee's authority shall be subject at all times to the Board direction and control of Directorsthe Chief Executive Officer of Company and the Boards of Directors of Company and the other members of the NCO Group and to the Boards' discretion to determine the policies of the NCO Group. (b) Throughout the term of this Agreement, For as long as Employee shall devote his remain an employee of Company, Employee's entire working time, energy, skill and best efforts and skill shall be devoted to the performance of his Employee's duties hereunder in a manner which will faithfully and diligently further the business and interest interests of Company. Employee shall at all times comply may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with the policies and procedures adopted by the Employee's obligations to Company, including those relating to conflicts but Employee shall not be employed by any other for-profit business without prior written consent of interestBoard, to the extent they are which shall not contradicted by the express terms of this Agreementbe unreasonably withheld. (c) During the term of this Agreement, the Company shall provide Employee with facilities and staff Employee's services reasonably sufficient to discharge his duties. During the term of this Agreement, the will be conducted at Company's headquarters in Ramsey, New Jersey and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company to relocate his principal office where Employee is residence without his consent, and shall not be required to perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his duties under this Agreement, or which would services in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee.location that is greater

Office and Duties. (a) Employee shall service Company is hereby employed as its Vice President and Chief Operating Executive Officer of the Company and each of the Company’s subsidiaries (the Company’s subsidiaries, the Employer and the Employer’s subsidiaries are, collectively, the “Employer Group”) and shall have such authority and responsibilities serve as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Chairman of the Company's President or ’s Board of Directors, provided that such duties, responsibilities Directors (the “Board”) and restrictions are generally consistent with the position Board of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President Directors of each subsidiary of the Company. During In addition, Employee shall serve as Chief Executive Officer of the term Parent, and the Parent and the board of directors of the Parent (the “Parent Board”) shall take all commercially reasonable efforts (including without limitation nominating Employee) so that Employee is a director and the Chairman of the Parent Board. In such capacity, Employee shall (a) report to the Parent Board, (b) oversee the recruitment and hiring of staff and executive personnel for the Employer Group, (c) subject to the direction and control of the Parent Board, supervise all business activities and affairs of the Employer Group, and (d) perform such other duties as reasonably assigned by the Parent Board consistent with the Employee’s position. The hiring of all officers and senior level management within the Employer Group (which shall include presidents and principal financial officers of the Employer Group and each of its principal business units) shall be recommended by Employee, and, if so approved by the Parent Board, Employee shall make all offers of employment to such Employer Group personnel. Employee shall use Employee’s best efforts and abilities on a full business time basis in the performance of Employee’s duties hereunder and shall not be actively involved in any other trade or business (as an employee or in any other capacity); provided, that, so long as such activities do not materially interfere with Employee’s performance of Employee’s duties and responsibilities under this Agreement, Employee shall also provide services may continue to Company's subsidiaries, if any, without additional compensation, from time serve in a non-executive capacity on the board of directors of the entities previously disclosed to time as determined the Parent Board and on any other board of directors approved in advance by the President or the Board of Directors. (b) Throughout the term of this Agreement, Employee shall devote his best efforts and skill to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interest of CompanyBoard. Employee shall agrees to serve as a member of the board or as an officer of any direct or indirect affiliate of the Employer at all times comply with the policies and procedures adopted by the Company, including those relating no additional compensation to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During the term of this Agreement, the Company shall provide Employee. Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is required to perform his agrees that Employee’s duties shall be within performed substantially at the City Company’s principal place of Philadelphiabusiness in Stamford, Pennsylvania or within ten miles of Connecticut; provided that city, unless Employee consents to another location. (d) Employee represents to the Company acknowledges that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of his Employee’s duties under this Agreementwill require a reasonable amount of travel in view of the fact that the Company’s main operations are not located in Greenwich, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to EmployeeConnecticut.

Office and Duties. (a) Employee shall service Company as its Vice President and Chief Operating Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject to such further duties and responsibilities granted and restrictions imposed by Company's President or Board of Directors, provided that such duties, responsibilities and restrictions are generally consistent with the position of a Chief Operating Officer in similarly situated companies. Employee shall report directly to the President of the Company. During the term of this Agreementhereof, Employee shall also provide services serve as Executive Vice President of Marketing and Sales Operations of the Corporation. Subject to Company's subsidiariesany restrictions set forth in the Shareholders' Agreement or in the Bylaws of the Corporation, if any, without additional compensation, Employee shall perform such duties as are customary for an Employee as Executive Vice President of Marketing and Sales Operations of businesses in the United States similar in kind and size to the Corporation and such other duties as may from time to time as determined be assigned to him by the President President, the CEO or the Board of DirectorsDirectors of the Corporation in keeping with his position. (b) Throughout During the term of this Agreementhereof, Employee shall devote use his best efforts and skill to the performance of carry out his duties and responsibilities hereunder in a manner which will faithfully and diligently further devote his entire working time to the business and interest affairs of Company. Employee the Corporation and shall at all times comply with not, in any advisory or other capacity, work for any other individual, firm or corporation without first having obtained the policies and procedures adopted by written consent of the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this AgreementCorporation. (c) During the term of this Agreementhereof, the Company principal place of employment of Employee shall provide be the Corporation's headquarters in Greenbelt, Maryland or such other locations as may be selected for the Corporation's facilities, although it is understood that in connection with his duties under this agreement, Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term of this Agreement, the Company's principal office where Employee is will be required to travel to and perform his duties shall be within the City of Philadelphia, Pennsylvania or within ten miles of that city, unless Employee consents to another locationservices at other locations. (d) Employee represents and warrants to the Company Corporation that he is not subject to, or a party to to, any employment agreement, instrument non-competition covenant, non-disclosure agreement or other agreement, covenant, understanding or restriction which would prohibit, or be violated by, his execution of prohibit Employee from executing this Agreement or the performance of and performing fully his duties under this Agreementand responsibilities hereunder, or which would in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to Employee by the Corporation. (e) Employee agrees to cooperate at the request of the Corporation in any efforts to obtain "key-man" life insurance on Employee's life.

Office and Duties. (a) Employee Executive shall service be elected and continue to be elected as a director of the Company and shall initially serve as its Vice President and Chief Operating Officer and shall have such authority and responsibilities as typically accorded a Chief Operating Officer subject Officer. Subject to such further duties and responsibilities granted and restrictions imposed by Company's President or the direction of the Board of Directors, provided that such duties, responsibilities Executive shall perform and restrictions are generally consistent discharge well and faithfully the duties which may be assigned to him from time to time by the Company in connection with the position conduct of a Chief Operating Officer in similarly situated companies. Employee shall report directly to its business or the President business of any subsidiary or affiliate of the Company. During Nothing herein shall preclude the Board of Directors from changing Executive's title and duties if the Board of Directors has determined in its reasonable judgment that such change is in the Company's best interests, provided, however, that at all times during the term of this the Agreement, Employee Executive shall also provide services to be employed as a senior executive of the Company's subsidiaries, if anywith appropriate and commensurate title, without additional compensationrank, from time to time as determined by the President or the Board of Directorsstatus and duties. (b) Throughout During the term hereof, Executive shall devote sufficient business time, attention and energies to the business of the Company and its affiliates to properly discharge his duties and responsibilities under this Agreement and shall not during the term of this AgreementAgreement be engaged (whether or not during normal business hours) in any other business or professional activity, Employee whether or not such activity is pursued for gain, profit or other pecuniary advantage, if such activity is likely to or has interfered in any way with Executive's duties; provided that nothing in this section shall devote be construed as preventing Executive from (a) investing his best efforts and skill to personal assets in businesses which do not compete with the performance Company in such form or manner as will not require any services on the part of Executive in the operation or the affairs of the companies in which such investments are made in which his duties hereunder participation is solely that of an investor, or (b) purchasing securities in any corporation whose securities are publicly traded, provided that such purchase shall not result in his collectively owning beneficially at any time more than five percent (5%) of the equity securities of any corporation engaged in a manner which will faithfully and diligently further the business and interest competitive to that of Company. Employee shall at all times comply with the policies and procedures adopted by the Company, including those relating to conflicts of interest, to the extent they are not contradicted by the express terms of this Agreement. (c) During the term of this Agreementhereof, the Company shall provide Employee with facilities and staff services reasonably sufficient to discharge his duties. During the term principal place of this Agreement, the Company's principal office where Employee is required to perform his duties employment of Executive shall be within in the metropolitan New York City of Philadelphia, Pennsylvania or within ten miles of area. It is understood that city, unless Employee consents to another location. (d) Employee represents to the Company that he is not subject or a party to any agreement, instrument or restriction which would prohibit, or be violated by, his execution of this Agreement or the performance of in connection with his duties under this Agreement, or which would Executive will be required to travel to and perform services at other locations including the Company's offices in any manner, directly or indirectly, limit or affect the duties and responsibilities which may now or in the future be assigned to EmployeeGreece.