Common use of Time and Efforts Clause in Contracts

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, to the duties and responsibilities of Chief Financial Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive Officer. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Executive Officer and Executive Vice President and shall devote his full-full time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of Chief Financial Executive Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with with, and the direction directions of, the Executive Committee (when such committee is formed) or the Chairman of the Board of DirectorsBoard, as the case may be, Executive shall have full responsibility for, and specific authority as described over, all Operational Staffing, marketing strategies, and investment. Executive shall have the ability to appoint and delegate responsibilities in the bylaws of the Corporationpersonnel staffing, Article Vmedia and public relations, Section 11.0 (Attached-Exhibit A)research and development, and intercompany relations. 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generallygenerally and its Chief Executive Officer specifically. Executive shall report to the President and Chief Executive OfficerBoard of Directors and/or directly to the Chairman of the Board if so determined by resolution of the Board of Directors. 1.3 Executive shall be a member of the Company's Executive Committee, if and when such committee is formed, during the Term of this Agreement (as defined in Section 2 below). 1.4 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 1.5 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 1.6 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chairman of the Board and Chief Financial Executive Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of Chief Financial Officer and Executive Vice President those offices in furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generallygenerally and its Chairman of the Board and Chief Executive Officer specifically. Executive shall report to the President and Chief Executive OfficerBoard of Directors. 1.3 Executive shall be a member of the Board of Directors during the term of this Agreement. 1.4 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 1.5 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 1.6 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's President and Chief Financial Executive Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of President and Chief Financial Executive Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in over, the bylaws business of the Corporation, Article V, Section 11.0 (Attached-Exhibit A)Company. 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generallygenerally and its President and Chief Executive Officer specifically. Executive shall report to the President and Chief Executive OfficerBoard of Directors. 1.3 The Company shall use its best efforts to cause Executive to be elected a member of the Company's Board of Directors during the Term of this Agreement (as defined in Section 2 below). In addition, Executive shall be able to nominate a reasonably-qualified candidate for membership on the Board of Directors, and the Company shall use reasonable efforts to cause such nominee to be elected. The authorized number of members of the Board of Directors is not anticipated to exceed five; however, if the authorized number of members of the Board of Directors is increased to seven, then Executive shall be able to nominate two reasonably-qualified candidates for membership on the Board of Directors. 1.4 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 1.5 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 1.6 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Executive Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, to the duties and responsibilities of Chief Financial Executive Officer and Executive Vice President in furtherance of the Company's businessPresident. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive OfficerBoard of Directors. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, to the duties and responsibilities of Chief Financial Officer and Executive Vice President in furtherance of the Company's businessbusiness for a minimum of ten day per business month. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive Officer. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 The Company acknowledges that Executive is working on the basis of a ten (10) calendar days per month work base. Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Executive Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, to the duties and responsibilities of Chief Financial Executive Officer and Executive Vice President in furtherance of the Company's businessPresident. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive OfficerBoard of Directors. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Officer and Executive Vice President and and, subject to Section 1.4 hereof, shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of Chief Financial Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the President and the Board of DirectorsDirectors , Executive shall have full responsibility for, and specific authority as described in over, all financial related matters concerning the bylaws Company and other duties and responsibilities delegated by the President and the Board of Directors of the CorporationCompany, Article V, Section 11.0 (Attached-Exhibit A)which are consistent with Executive's position and status as Chief Financial Officer. 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generallygenerally and its Chief Financial Officer and Executive Vice President specifically, Executive shall be furnished copies of the Company's policies, rules, and regulations as they are implemented. Executive shall report to the President and Chief Executive Officerof the Company. 1.3 The President shall use his best efforts, pursuant to his terms of employment with the Company to designate a Board of Directors Member, to cause Executive to be elected a member of the Company's Board of Directors during the Term of this Agreement, likewise the Company shall pursuant to the terms of the President's employment use its best efforts to cause Executive to be elected a member of the Company's Board of Directors during the Term of this Agreement (as defined in Section 2 below). 1.4 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational educational, civic, or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 1.5 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 1.6 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Operating Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, to the duties and responsibilities of Chief Financial Operating Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 9 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive Officer. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive Employee shall be employed as the Company's Chief Financial Officer and Executive Vice President President—Business Development (or such other title as the parties mutually agree to) and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of Chief Financial Officer and Executive Vice President in the furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive Employee shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive Employee shall report to the President and Chief Executive OfficerOfficer of the Company. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive Employee shall not, directly or indirectly, during the Term term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive Employee from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive Employee represents and warrants to the Company that (i) Executive Employee is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive Employee is subject to no restraint, limitation limitation, or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair ExecutiveEmployee's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. Employee agrees to indemnify and hold the Company harmless from and against any cost related to any breach of the terms of this Section 1.4. 1.5 Without first obtaining Employee's duties shall include responsibility for marketing, sales, business development, and such other duties as may be assigned to him from time to time, including but not be limited to, the written permission following: 1.5.1 Working with the Company's strategic partners to increase participation, cross marketing efforts and joint promotions; 1.5.2 Acquisition of additional strategic partners for the Company; 1.5.3 Acquisition of major employers offering payroll deduction plans including the Company's pet insurance; 1.5.4 Development of the Board in each instance, Executive will not authorize or permit Company with its strategic plans; and 1.5.5 Representing the Company to engage the servicesat local, of, regional and national trade shows or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoevergroups. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chairman of the Board, President and Chief Financial Officer and Executive Vice President Officer, and shall devote substantially all of his full-working time attention, except as allowed in subsections 1.3 and 1.6 below, efforts to the duties and responsibilities of the President and Chief Financial Executive Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the Board of DirectorsIn this capacity, Executive shall have full responsibility for, such duties and specific authority responsibilities as described in the bylaws of the Corporation, Article V, Section 11.0 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Board shall designate that are consistent with Executive's positions as President and Chief Executive shall be subject to all Officer of the Company. Executive shall perform such duties and responsibilities in accordance with the practices and policies of the Company as in effect from time to time and in accordance with Executive's policies, rules, and regulations applicable to its officers and employees generallyemployment arrangements with the Company. Executive shall report directly to the President Board. 1.2 Executive shall continue to be a member of the Board during the term of this Agreement and Chief Executive Officerto serve as its Chairman. 1.3 Without the prior express authorization of the Board, Board (which approval shall not be unreasonably be withheld), Executive shall not, directly or indirectly, during the Term term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Companyentity; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.

Time and Efforts. 1.1 Executive shall be employed as the Company's Chief Financial Operating Officer and Executive Vice President and shall devote his full-time attention, except as allowed in subsections 1.3 and 1.6 below, attention to the duties and responsibilities of Chief Financial Operating Officer and Executive Vice President in furtherance of the Company's business. Subject to consultation with and the direction of the Board of Directors, Executive shall have full responsibility for, and specific authority as described in the bylaws of the Corporation, Article V, Section 11.0 9 (Attached-Exhibit A). 1.2 In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations applicable to its officers and employees generally. Executive shall report to the President and Chief Executive Officer. 1.3 Without the prior express authorization of the Board, which shall not unreasonably be withheld, Executive shall not, directly or indirectly, during the Term of this Agreement engage in any activity competitive with or adverse to the Company's business, whether alone, as a partner or independent contractor, or as an officer, director, or employee of any other corporation. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments, conducting private business affairs, or engaging in educational or charitable activities, if those activities do not materially interfere with the services required hereunder. Subject to the reasonable prior approval of the Board, Executive may act as a director of any profit or non-profit corporation or other business entity, if such activity is not inconsistent with the business of the Company. Executive's oil and gas holdings are detailed in Exhibit B of this agreement. 1.4 In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company that (i) Executive is not a party or subject to any employment agreement or arrangement with any other person, firm, company, corporation or other business entity which is in competition with the Company; and (ii) Executive is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair Executive's right or ability to enter the employ of the Company or to perform fully his duties and obligations pursuant to this Agreement. 1.5 Without first obtaining the written permission of the Board in each instance, Executive will not authorize or permit the Company to engage the services, of, or engage in any business activity with, or provide any financial or other benefit to, any affiliate of Executive. The phrase "affiliate of Executive" as used in this Agreement shall mean and include Executive's family by blood or marriage (including, without limitation, parents, spouse, siblings, children and in-laws), and any business or business entity which is directly or indirectly owned or controlled by Executive or any member of Executive's family or in which Executive or any member of Executive's family has any direct or indirect financial interest whatsoever. 1.6 Executive may procure outside consulting clients in accordance with subsection 1.3 above.