Common use of Consulting Services Clause in Contracts

Consulting Services. ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expenses.

Consulting Services. ER hereby retains Consultant, and 1.01 The Consultant hereby agrees to be available to the Corporation to provide consulting services in the field of professional financial services at the call of the Corporation. 1.02 This Agreement shall remain in full force and effect from the date of this agreement for a term of two years thereafter, subject to ER earlier termination as hereinafter provided, with the said term being capable of extension by mutual written agreement of the parties hereto. 1.03 The Services to be provided hereunder to the Corporation by the Consultant shall be provided by the Consultant. It is agreed and acknowledged that the Consultant will from time to time provide other services and conduct other business activities to other persons, firms and corporations, and the obligation to provide consulting services under this Agreement shall be non-exclusive. 1.04 The Consultant shall act in accordance with any policy of and carry out any reasonable instructions of the Board of Directors of the Corporation if called upon to provide Services. The Consultant acknowledges that such policies and instructions may limit, restrict or remove any power or discretion which might otherwise have been exercised by the Consultant. 1.05 In consideration for the Term (Services which may be required by the Corporation, the Consultant and the Corporation shall pay to the Consultant fees as defined in SECTION 1.5 below), shall be determined and negotiated between the parties at the time of the Corporation calling upon the Consultant to provide the Services, to be paid in accordance with the terms and subject then negotiated between the parties. 1.06 In consideration of the Consultant agreeing to be available to provide consulting services under the terms of this Agreement, it is agreed that the Corporation, in the event of it becoming, or acquiring by merger or otherwise, a corporation trading its shares to the conditions hereinafter set forth. public, shall obtain and provide to the Consultant is hereby engaged 250,000 shares, as general consultant and advisor are otherwise offered to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality public, in the name of the foregoing, Consultant hereby agrees (Consultant. It is expressly acknowledged and shall cause its directors, officers, employees agreed that such shares are valued for the purposes of this Agreement at $0.001 per share and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER have only such nominal value. 1.07 It is expressly agreed and acknowledged that in the manner provided in SECTION 1.1 above; (c) if practicalevent the Corporation should not become a corporation trading its shares to the public, attend meetings with entities or acquire such a corporation for the purposes of its business plan, there shall be no obligation on the part of the Corporation to pursue a potential "Relationship"; make payment of or deliver any such shares to the Consultant. 1.08 In the event that this Agreement should be terminated prior to the issuance and (d) review allotment of such shares to the Consultant, the right or entitlement of the Consultant to such shares shall forthwith be terminated and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) the Corporation shall have no authority or power further obligation to (i) bind or commit ER the Consultant hereunder. 1.09 In addition to agreements the payment, as may be negotiated, of any kind; (ii) incur any debtfees for Services actually provided, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. the Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect reimbursed from time to timetime for all out-of- pocket expenses, including travel costs, actually and properly incurred by the Consultant in connection with providing the Services hereunder. Consultant The Consultant, as a condition of such reimbursement, shall not be entitled furnish statements, vouchers or receipts to any additional benefits or monetary or non-monetary compensation the Corporation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other all such expenses. 1.10 It is expressly acknowledged that this Agreement does not require the Corporation to call upon the Consultant during the term, or any extension of it, to provide Services to the Corporation.

Consulting Services. ER 1.1 The Company hereby retains Consultant, and engages the Consultant hereby agrees to provide consulting services the Consulting Services to ER for the Term (as defined Company in SECTION 1.5 below), upon accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement. 1.2 The Consultant agrees to act as the Chief Technical Officer of the Company, reporting directly to the Company’s Chief Executive Officer and the Company’s board of directors (the “Board”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant supervision and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality control of the foregoing, Consultant hereby agrees Board (and shall cause its directors, officers, employees and agents to agree) to the "Consulting Services"): (a) use its (or their) reasonable efforts to promote Establishing the interests Company’s technical vision and leading all aspects of ER technology development in accordance with the Company’s strategic direction and grown objectives; (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; Overseeing all aspects of research and development, technology development, and securing proprietary intellectual property rights, including patents and trade secrets; (c) if practicalLead the Company’s strategy for technology platforms, attend meetings with entities to pursue a potential "Relationship"; partnerships and external relationships as well as building and managing the Company’s technology teams; (d) review Establishing technical standards and comment on new marketing strategies, ensuring adherence to those standards; (e) Leading the Company in anticipating and reacting to major technology changes and developing technology contingency plans; (f) Supervising the development of technology products and services for ER. Consultant systems and facilitating their entry to market; (g) Working with the Company’s executive team to assess and its directors, officers, employees recommend technologies to customers and agentspotential customers of the Company and assisting the Company’s marketing efforts as needed; and (d) shall have no authority performing such other duties and observing such instructions as may be reasonably assigned from time to time by or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. the Board in the Consultant’s capacity as Chief Technical Officer provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan. 1.3 The Consultant shall (devote such attention and shall cause its directorsenergies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Chief Technical Officer, officersprovided that, employees subject to the terms and agents to) faithfully and diligently perform its duties and responsibilities hereunder conditions set out in a good and businesslike manner includingthis Agreement, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows Consultant may engage in reasonable investment, business and other events; (c) promptly responding activities that do not interfere with the Consultant's obligations hereunder. 1.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to phone messages and emails; and (d) keeping ER informed be an employee of the status of its discussions with potential Relationships and other activitiesCompany. As and when requested by ER, The Consultant shall provide a written report detailing its efforts with respect be responsible for all taxes or deductions as required to by remitted in the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices Consultant’s country of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesdomicile.

Consulting Services. ER The client hereby retains Consultantthe Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant hereby agrees shall not be Exclusive nor shall Consultant be required to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon the terms and subject render any specific number of hours or assign specific personnel to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause Client or its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreementprojects. Consultant agrees to comply withserve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be bound byavailable for distribution to business partners, the operational policiesor others, procedures and practices of ER in effect from time to time. Consultant as DSE shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at deem appropriate. B. Work with DSE, its own risk, expense and supervision and shall have no claim against ER for salaries, commissions counsel or other expensesrepresentatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. ER a. The Company hereby retains Consultantengages Consultant as an independent contractor to provide business consulting services to the Company, and Consultant hereby agrees to provide consulting services to ER for the Term (accepts such engagement as defined in SECTION 1.5 below)an independent contractor, upon the terms and subject conditions set forth in this Agreement. During the Term of this Agreement, Consultant will provide consulting services regarding matters in which Consultant was involved as an employee of the Company and such other matters as requested by the Company (the "Consulting Services"). These services shall include, but not be limited to, Consultant’s cooperation and testimony in connection with any pending or future litigation, proceeding, regulatory investigations or other matter which may be filed against or by the Company with any agency or court, or other tribunal and concerning or relating to any matter falling within Consultant’s knowledge or former area of responsibility. b. The Company acknowledges and agrees that Consultant will be permitted to provide the Consulting Services to the conditions hereinafter set forthCompany indirectly through a wholly-owned consulting entity; provided that the Consulting Services shall be performed by Consultant personally. Consultant is hereby engaged may designate that the consulting fees described in Section 5 below shall be paid to his wholly-owned consulting entity by providing the Company with prior written notice. c. Except for participation in meetings as general consultant and advisor to ER and may be requested by the Company, Consultant will provide such consultation and advice as ER may reasonably requestthe Consulting Services from any location(s) he chooses. d. The exact number of days Consultant performs Consulting Services in a given month will vary depending on various factors. Without limiting the generality However, Consultant will not be required to provide services under this Agreement at a level of more than 20% of the foregoingaverage level of services he provided to the Company during the 36-month period prior to his separation from Company. e. Other than the obligations and restrictions expressly contained in this Agreement, nothing contained herein shall prohibit Consultant hereby from performing services for other persons or entities during the term of this Agreement. f. Consultant agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) Consultant's best efforts to procure "Relationships" for ER in providing the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consulting Services under this Agreement. g. Consultant (and its directors, officers, employees and agents) shall have no authority sole discretion and responsibility for the selection of procedures, processes, materials, working hours, and other incidents of performance of the Consulting Services under this Agreement. Although the Company may specify the results it desires Consultant to achieve in rendering the Consulting Services and may control Consultant in that regard, the Company shall not have the right or power to exercise the control over Consultant as would indicate or establish that a relationship of employer and employee exists between the Company and Consultant. h. Consultant agrees, and will ensure, that Consultant's performance of the Consulting Services under this Agreement will comply with all legal requirements of any kind, including, but not limited to, compliance with all applicable federal, state and/or local laws and regulations. i. During the Term of this Agreement, Consultant will not (i) bind engage in any activity, business or commit ER to agreements employment that is competitive with the business of the Company or any kind; of its affiliates, or (ii) incur take any debt, action or make any omission that is detrimental to the business of the Company or any of its affiliates. j. Consultant represents and warrants to the Company that he has no existing obligation or liability commitment that conflicts with, or would preclude him from performing his responsibilities under, this Agreement, and he agrees not to enter into any contract such conflicting obligation or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensescommitment.

Consulting Services. ER (1) During the Term, the Company hereby retains Consultantengages the Consultant as a consultant to the Company, and the Consultant hereby agrees agrees, to provide such consulting and advisory services to ER for (the Term ("Services") as defined the Company may request in SECTION 1.5 below), upon a reasonable manner consistent with the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ERhereof. Consultant shall consult with the Company pursuant hereto with respect to matters relating to the business of the Company. Such Services shall be solely and exclusively advisory in nature and based on the knowledge derived from the duties heretofore performed by Consultant for the Company . The Company shall have the right to call upon Consultant on an "as needed" basis for not more than a total of twenty-five (25) hours per month to furnish Services to the Company, at mutually agreeable times and places; provided, however, it is agreed that the Services to be provided to the Company hereunder shall cause not conflict with any obligations with respect to any other employment or duties of Consultant and that the Consultant's obligations with respect to such other employment or duties shall take precedence over the requirements of the Company hereunder. Such Services may be in person, by telephone, at lunch time meetings, by correspondence or otherwise. The Company agrees that its directors, officers, employees request for Services will not require Consultant's presence at the Company's offices except as expressly agreed by Consultant and agents tothat the Company will provide reasonable notice to Consultant when Services are required of Consultant by the Company pursuant hereto. (2) faithfully and diligently perform its duties and responsibilities hereunder The parties hereto acknowledge that in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names Services, the Consultant will be acting solely as an independent contractor and details of contacts met at trade shows and other events; (c) promptly responding will not be considered or deemed to phone messages and emails; and (d) keeping ER informed be, or represent to Third Persons that he is, an officer, director, agent, employee, stockholder, member, joint venturer or partner of the status Company, the Purchaser or any of its discussions with potential Relationships their respective Affiliates. Neither the Company, nor the Purchaser nor any of their respective Affiliates shall be responsible for, and other activities. As and when requested each shall be held harmless by ERthe Consultant from, Consultant shall provide a written report detailing its efforts any liability to any governmental authority for any federal or state withholding tax, payroll tax or unemployment, disability or worker's compensation insurance payments or deductions with respect to the services provided to ER pursuant to consideration paid under this Agreement. Consultant agrees to comply withOther than an independent contractor relationship, no other relationship is intended or created by this Agreement by and between the Company, the Purchaser or any of their respective Affiliates, on the one hand, and the Consultant, on the other hand. (3) Nothing contained in this Agreement will be bound byconstrued to grant the Consultant the right to, and the Consultant will not, act for or make any commitments, agreements or representations of any kind for or on behalf of the Company, the operational policies, procedures and practices Purchaser or any of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensestheir respective Affiliates.

Consulting Services. ER (a) Subject to and upon the terms and conditions set forth in this Agreement, effective on the first business day following the Effective Date (the “Start Date”), the Company hereby retains the Consultant, and the Consultant hereby agrees to be retained by the Company, to provide consulting services including transition support, completion of year-end requirements, completion of special projects and such other services as shall be determined and reasonably requested from time to ER time by the Chief Financial Officer of the Company (the “Services”). (b) The amount of time that Consultant shall devote to the performance of the Services pursuant to this Agreement shall be mutually agreed upon by the Consultant and the Company, but is expected to be sufficient to successfully complete the Services and will likely decrease over the Term. (c) The Consultant shall provide the Services under this Agreement at such times and locations as are mutually agreed upon by the Consultant and the Company. In rendering the Services under this Agreement, the Consultant shall act solely as an independent contractor, the Consultant will not eligible for any employee benefit plans or programs maintained by the Company, and this Agreement shall not be construed to create any employee/employer relationship between the Consultant and the Company. (d) During the Term of this Agreement, and except to the extent otherwise agreed upon in writing by the Consultant and the Company, the Consultant will keep separate and not co-mingle (i) his Services for the Company, and (ii) any contact information obtained during his consulting relationship with the Company, with those provided, or pursuant, to any other consulting arrangements. (e) It is understood and agreed that, subject to Sections 15-17 of that certain Employment Agreement by and between the Consultant and the Company, dated May 8, 2019 (the “Employment Agreement”), the Consultant may be involved in any capacity in other businesses, endeavors and undertakings. The Consultant agrees that his continuing obligations under Sections 15-17 of the Employment Agreement shall remain in full force and effect during the Term of this Agreement and are hereby incorporated by reference, provided, that, solely for purposes of this Section 1 (e), the terms of the Employment Agreement are hereby modified such that reference therein to the term of the Consultant’s employment with the Company and termination thereof shall include reference to the Consultant’s consultancy pursuant to this Agreement and the termination thereof such that, for example, the non-solicitation and non-competition covenants set forth in the Employment Agreement shall continue during the Term of this Agreement and for the one-year period thereafter. As consideration for the payments, continued vesting of the Options (as defined in SECTION 1.5 Section 2(e) below), upon the terms ) and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality extension of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed exercise period of the status of its discussions with potential Relationships and other activities. As and when requested by EROptions, Consultant shall provide a written report detailing its efforts with respect to if applicable, the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, continue to abide by the operational policies, procedures and practices terms of ER in effect from time the Employment Agreement as modified pursuant to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesthe foregoing provisions of this Section 1(e).

Consulting Services. ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (During the Consulting Period, you agree to perform such reasonable consulting, management, and advisory services for M&T Bank with respect to the business and affairs of M&T Bank as M&T Bank may reasonably request from time to time, which services may include transition of your successor, strategic planning services, and meeting with M&T Bank’s officers, managers, and other personnel regarding operations. The services, in your discretion, shall be rendered in person or their) reasonable efforts by telephone or other communication. Except as otherwise expressly agreed to, you shall have no obligation to promote M&T Bank as to the interests manner and time of ER rendering the services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual, or other basis. (b) M&T Bank shall furnish to you such information as it reasonably believes appropriate to permit you to provide the services contemplated by Section 3(a) hereof to M&T Bank; provided, however, that M&T Bank hereby acknowledges and agrees that (i) you will use its and rely on such information in providing such services and (ii) you do not assume responsibility for the accuracy or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; completeness of such information. (c) if practicalYou shall perform all services to be provided to M&T Bank hereunder as an independent contractor to M&T Bank and not as an employee, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategiesagent, products and services for ERor representative of M&T Bank. Consultant (and its directors, officers, employees and agents) You shall have no authority to act for or power bind M&T Bank or any of its subsidiaries while acting in its capacity as an advisor to M&T Bank under this Agreement without M&T Bank’s prior written consent. Any advice or opinions provided by you or its affiliates to M&T Bank and/or any subsidiary of M&T Bank may not be disclosed or referred to publicly or to any third party (i) bind or commit ER other than to agreements of any kind; (ii) incur any debtM&T Bank’s affiliates and M&T Bank’s legal, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) altertax, amendfinancial, terminate or otherwise change any sales order, contract or other document issued advisors), except in accordance with your prior written consent or if required by ER. Consultant law; provided, however, that for the purpose of this sentence, you and M&T Bank shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details not be treated as affiliates of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and one another. (d) keeping ER informed Consistent with the definition of Confidential Information and terms described in Paragraph 13, you agree that you will maintain the status confidentiality of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to any Confidential Information of M&T Bank that you may learn of through the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesConsulting Period.

Consulting Services. ER hereby retains ConsultantProvided the Executive executes this Agreement and, on December 31, 2014, further executes the general release of claims attached hereto as Exhibit A, and Consultant hereby agrees does not revoke that release prior to provide the end of the seven day statutory revocation period, the following provisions regarding consulting services to ER for and fees will apply. (a) During the Consulting Term (as defined in SECTION 1.5 below), upon the terms and subject Executive shall provide such consulting services to the conditions hereinafter set forth. Consultant is hereby engaged Company commensurate with his status and experience as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality former Chief Executive, Reinsurance Operations of the foregoingCompany with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company or his designee. Such services shall include services in connection with the Company’s ongoing operations consistent with Company guidelines as set forth in Exhibit C attached hereto and/or in connection with the defense and/or investigation of any third party claim or any investigation or proceeding relating to the Company or its Affiliates. The Company and the Executive intend that the Executive’s services pursuant to this Agreement shall be no greater than 35 hours per month, Consultant hereby agrees (which is less than 20% of the average level of services performed by the Executive over the last three years of his employment with the Company, during the period in the Consulting Term. The Executive shall not, by virtue of the consulting services provided hereunder, be considered an officer or employee of the Company, and he shall have no power or authority to contract in the name of or bind the Company or its Affiliates. As an independent contractor, the time, manner, mode, method and means used by the Executive in the performance of services shall be of the Executive’s selection and under the sole control and direction of the Executive. The Executive shall be responsible for all risks incurred in the operation of the Executive’s business and shall cause its directorsenjoy all the benefits thereof. In addition, officersthe Executive will comply, employees at the Executive’s own expense, with the provisions of all state, local, and agents federal laws, regulations, ordinances, requirements, and codes which are applicable to agree) to (a) use its (or their) reasonable efforts to promote the interests performance of ER services hereunder. (b) use its During the Consulting Term, in consideration of the services to be provided by the Executive to the Company described herein and in consideration for the covenants of the Executive set forth herein, provided the Executive has complied, and continues to comply, with the terms of this Agreement, the Company shall pay the Executive a fee (or theirthe “Consulting Fee”) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements amount of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with$2,300,000.00, and be bound bypayable in the following manner: $1,000,000.00 payable on January 15, the operational policies2015, procedures and practices of ER in effect from time to time$1,300,000.00 on March 1, 2015. Consultant The Executive shall not be entitled to participate in any additional benefits employee benefit plans maintained by the Company or monetary or non-monetary compensation for any of its Affiliates by reason of his consulting services rendered under this Agreement. (c) The period during which the Executive will be retained by the Company to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own riskprovide the consulting services hereunder shall commence on January 1, expense and supervision 2015 and shall have terminate on June 30, 2015, unless sooner terminated as provided in this Section 3(c) (the “Consulting Term”). Notwithstanding the foregoing, the Consulting Term will end on the date of the Executive’s death, and the Consulting Term may be terminated by the Company for Cause (as defined below). For purposes of this Agreement, the term “Cause” shall mean the Executive's (a) fraud or dishonesty in connection with the performance or provision by the Executive of his services under this Agreement, (b) material breach of any of the terms of this Agreement or (c) the Executive’s conviction of, or plea of nolo contendere to, a felony. If the Consulting Term ends prior to June 30, 2015 due to the Executive’s death, the Executive’s estate shall remain entitled to receive the Consulting Fee in full, or, if already paid to the Executive, shall not be obligated to repay any prepaid portion of the Consulting Fee. In the event of termination of the Consulting Term by the Company for Cause, the Executive shall no claim against ER for salarieslonger be entitled to receive the Consulting Fee and, commissions or other expensesif already paid to the Executive, shall be required to return the full amount of the Consulting Fee to the Company.

Consulting Services. ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon Upon the terms and subject to the conditions hereinafter set forth, the Consultant hereby agrees to cause JJK to provide consulting services to the Company in connection with the Merger as may be reasonably assigned to JJK by the President and Chief Executive Officer of the Company during the Term (as defined in Section 2). JJK shall report directly to the President and Chief Executive Officer of the Company. The Consultant shall cause JJK, and JJK agrees, to faithfully and diligently perform his duties and responsibilities hereunder in a good and businesslike manner and comply with, and be bound by, the operational policies, procedures and practices of the Company in effect from time to time. The Consultant shall cause JJK, and JJK agrees, to devote such portion of his working time, attention and energies to the affairs of the Company as is hereby engaged necessary to fulfill his obligations hereunder, and, except as general consultant otherwise specifically authorized by the President and advisor to ER and will provide such consultation and advice as ER Chief Executive Officer of the Company, no other person may reasonably requestfulfill any of the JJK's obligations hereunder. Without limiting the generality of Notwithstanding the foregoing, this Agreement shall not be construed as preventing JJK from accepting other consulting engagements or employment on a full or part-time basis or otherwise preventing JJK from engaging in other activities as long as JJK is available to assist the Company in completing the Merger as provided herein and, further, that all such activities shall be subject to the agreements and covenants contained herein and in the Employment Agreement as referenced in Section 8. The Consultant hereby agrees (shall provide JJK's consulting services as an independent contractor, and, except as provided herein, neither the Consultant nor JJK shall be entitled to any additional benefits or compensation for services rendered to the Company. Any agents appointed by JJK or the Consultant are at his/its own risk, expense and supervision and shall cause its directorshave no claim against the Company for salaries, officerscommissions or other expenses. Unless otherwise specifically authorized by the President and Chief Executive Officer of the Company, employees and agents to agree) to (a) use its neither JJK nor the Consultant (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its Consultant's directors, officers, employees and agents) shall have no authority or power to (i) accept orders or otherwise bind or commit ER the Company to agreements of any kind; , (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; the Company or (iiiii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesCompany.

Consulting Services. ER hereby retains Consultanta. During the Consulting Period, Executive shall render consulting and Consultant hereby agrees to advisory services as requested by the Company’s Board of Directors or the Chief Executive Officer on an as-needed basis at mutually convenient times. Executive’s time rendering those services shall not exceed twenty (20) hours per month. Except as otherwise provided in Section 8 of this Agreement, Executive's obligations hereunder will not preclude Executive from performing services for an unaffiliated third party as described in Section 3(a), above, so long as the performance of such services does not interfere with Executive’s performance of services hereunder. Neither party expects that Executive will provide consulting services to ER for the Term (Company in the future at a level that exceeds the level set forth in this Section 6 and it is the parties' intent that Executive will have experienced a "separation from service" as defined in SECTION 1.5 below)Section 409A of the Code no later than the Retirement Date. b. During the Consulting Period, upon it is understood and agreed that that the terms Company has no right to direct or control the manner in which Executive performs Executive’s consulting services hereunder and subject that Executive shall be serving as an independent contractor for all purposes. It is further understood and agreed that nothing herein shall be deemed to create a partnership, joint venture, employment or agency relationship between Executive and the Company or any of its subsidiaries or affiliates at any time following the Retirement Date. c. During the Consulting Period, Executive shall not be an employee of the Company and shall not be entitled to receive any fringes, perquisites or retirement or welfare benefits from the Company except as expressly provided otherwise in this Agreement. d. During the Consulting Period, the Company will provide Executive with access to any market reports on the Company to the conditions hereinafter extent the Company is not restricted from providing any such report to Executive. e. Executive acknowledges that no income or other taxes shall be withheld from the payments set forth. Consultant is hereby engaged as general consultant and advisor forth in Section 5(b) except to ER and the extent required by applicable law. f. While performing consulting services under this Agreement, Executive will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind the Company or commit ER to agreements of any kind; (ii) incur any debt, obligation represent the Company in relation to third parties or liability to represent to third parties that Executive has authority or enter into any contract power to bind the Company or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing to represent the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesCompany.

Consulting Services. ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (The Company hereby retains the Consultant as an independent consultant to the Company and the Consultant hereby accepts and agrees to such retention. The Consultant shall render to the Company such services of an advisory or their) reasonable efforts consultive nature in order to promote provide the interests of ER Company with oil and gas transactions and acquisitions that the Company may be interested in pursuing. (b) use its On and after October 16, 1998, Consultant will provide Company the first right to participate in all oil and gas transactions in which Consultant or Consultant's designee has the right to participate, or for which Consultant is otherwise compensated for finding participants (the "Consultant Transactions"), except for those transactions arising or their) best efforts occurring from agreements with the parties or with respect to procure "Relationships" for ER the areas set forth on Schedule A attached to and made a part of this Agreement that existed before October 16, 1998. Any such participation by the Company shall be on the same basis that Consultant is entitled to participate so that any compensation or other consideration to which Consultant is entitled as a result of and to the extent of the Company's participation shall be passed on to the Company. To the extent that Company does not desire to participate in the manner provided in SECTION 1.1 above; (c) if practicalany such transaction, attend meetings with entities Consultant will be free to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate participate or otherwise change any sales ordertransfer such participation and to receive compensation therefor. Prior to participating or otherwise transferring such participation or receiving compensation therefor with respect to a Consultant Transaction pursuant to a right that arises or accrues on or after October 16, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER1998, Consultant shall provide a written report detailing notice to the Company of the anticipated scope, out-of-pocket costs, and other terms of the Consultant Transaction. The Company may elect to participate in the proposed Consultant Transaction by delivering to Consultant written notice of the Company's binding election to participate setting forth the extent of the Company's participation on or before the earlier to occur of 30 days after the Company's receipt of Consultant's written notice or the date that Consultant must commit to the Consultant Transaction (the "Participation Deadline Date"). If the Company does not provide the Consultant with the Company's acceptance on or before the Participation Deadline Date, the Company shall be deemed to have elected not to participate in the Consultant Transaction. If the Company provides its efforts written acceptance prior to the Participation Deadline Date, the Consultant shall promptly provide to the Company all assignments and other documents reasonably necessary for the Company to participate in the Consultant Transaction and the Company shall pay to the operator, transferor or other appropriate party with respect to the services provided Consultant Transaction the consideration required to ER pursuant be paid with respect to this Agreementthe Company's interest in the Consultant Transaction. Consultant agrees to comply with, and be bound byNotwithstanding the foregoing, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not participate in any Consultant Transaction in which the Company elects to participate in accordance with this Section 1(b) and in which the Company is prohibited from participating by parties to the Consultant Transaction other than Consultant unless the Company gives Consultant the Company's prior written consent to such participation, which consent shall not be entitled unreasonably withheld. Nothing in this Agreement shall be deemed to require Consultant to disclose any additional benefits or monetary or non-monetary compensation for services rendered information that is subject to ER except as expressly provided herein. Any agents engaged or alleged to be engaged confidentiality restrictions imposed by third parties, including without limitation, information concerning Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesTransactions.

Consulting Services. ER 1.1 Subject to and upon the terms and conditions set forth in this Agreement, the Company hereby retains the Consultant, and the Consultant hereby agrees to provide consulting services to ER for the Company the Consulting Services defined in Section 1.2. In rendering the Consulting Services hereunder, the Consultant shall act solely as an independent contractor, and this Agreement shall not be construed to create any employee/employer or principal/agent relationship between the Consultant and the Company. 1.2 During the Term (as defined in SECTION 1.5 Section 4.1 below) of this Agreement, it is hereby acknowledged and agreed by the Company and the Consultant that the Consultant's consulting services (the "Consulting Services") shall be: (i) chairing and attending meetings of the Company's Scientific Advisory Board no less than 4 times per year and no more than 6 times per year, (ii) serving as a nonexecutive member of the Board of Directors, and (iii) such consulting and technical advisory services as shall be reasonably requested from time to time by the President or the Board of Directors of the Company in the field of investigation and commercial development of therapies with the intended purpose of inducing immunotolerance using antibodies against antigens CD4 and CD8 and the regulatory mechanisms associated with these forms of immunotolerance ("the Field"), upon the terms . This Field may be changed or expanded through a written amendment to this Agreement and subject to the conditions hereinafter set forthconsent of the Consultant's employer, the University of Oxford. 1.3 During the Term of this Agreement, the Consultant will devote the time equivalent of fifteen (15) working days per year (which includes time spent in attendance at Scientific Advisory Board meetings and up to ten (10) visits to the Company) in the performance of the Consulting Services. 1.4 The Consultant shall provide the Consulting Services hereunder at such times and locations as are mutually agreed upon by the Consultant and the Company; provided, however, that the Consultant shall not provide such Consulting Services at the University of Oxford, or at the offices or facilities of any future employer of the Consultant, or of any other person to whom the Consultant provides consulting services, unless otherwise specified in any development agreement, license agreement or other agreement between the Company, on one hand, and the University of Oxford or such other employer or person, on the other hand, or unless the parties agree otherwise. 1.5 It is understood and agreed that, during the Term and subject to the provisions of Section 10, the Consultant may not be involved in any capacity in other businesses, endeavours and undertakings, except for his consulting relationships with Millennium Pharmaceuticals, Inc., Nextran, Inc. and any venture capitalist companies or firms and except for his employment role at the University of Oxford, and provided that the Consultant may be involved with not-for-profit organisations and professional societies and may allocate time to academic appointments. In addition the Company agrees that the Consultant shall be allowed until 31 December 2000 to terminate his consultancies with Peptor, Ltd. and XTL Pharmaceuticals and the period until 31 December 2001 to terminate his consultancy with Xoma Corporation. 1.6 It is hereby engaged as general consultant expressly acknowledged and advisor agreed by the Company and the Consultant that, in determining and mutually agreeing upon the times and locations for the performance by the Consultant of his consulting services to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality Company, due consideration shall be given to the Consultant's commitments to the University of Oxford or any future employer of the foregoing, Consultant hereby agrees (and or to any of the other permitted activities referred to in Section 1.5. The Company shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in schedule such times and locations so as to avoid any conflict with the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities Consultant's obligations to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority the University of Oxford or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed future employer of the status Consultant or any of its discussions with potential Relationships such other business endeavours or undertakings and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect in relation to the services provided Consultant's obligations to ER pursuant the University of Oxford, those obligations shall take precedence over obligations to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesCompany.

Consulting Services. ER MDI hereby retains contracts for the services of Consultant, as an independent contractor consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below)render such services, upon the terms and subject conditions herein contained. Nothing herein contained shall require Consultant to maintain any fixed schedule or minimum number of hours of work. The services to be rendered by Consultant are as follows: (a) During the term of this Agreement (as defined in Paragraph 2 below) Consultant shall perform the following services: (i) Consultant shall be available at reasonable times for purposes of telephonic consultation with MDI, its officers and directors,, with regard to the conditions hereinafter set forthmanagement and marketing of the business of MDI and such other areas as MDI may request; (ii) when reasonably requested, Consultant shall participate in meetings with the management or the customers or suppliers of MDI, (iii) if requested by MDI, Consultant shall attend the trade shows listed on Exhibit A, attached hereto and incorporated herein and such other trade shows in which MDI participates, at the expense of MDI, including Consultant's transportation, lodging and meal expenses; and (iv) Consultant shall use reasonable efforts to maintain contacts in the lottery industry which it has developed during prior service to MDI by attendance at trade shows listed on Exhibit A, making sales calls to said contacts and correspondence with said contacts. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of In carrying out the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable best efforts to promote further MDI's interest and not to in any way, directly or indirectly, injure the interests reputation of ER MDI. (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; Consultant shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties imposed upon Consultant under this Agreement. (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment contracts binding upon MDI, which would create any obligations on behalf the part of ER; or (iii) alterMDI, amend, terminate or otherwise change any sales order, contract or other document issued except as may be specifically authorized by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and MDI.. (d) keeping ER informed During the term of the status of its discussions with potential Relationships and other activities. As and when requested by ERthis Agreement, Consultant shall not engage and/or perform services of any nature in any capacity for any person, corporation, partnership or other entity in the Business, provided that the foregoing shall not in any way restrict or prohibit Consultant from engaging in any other consulting services, employment or other gainful activity outside of the Business. (e) During the term of this Agreement, Consultant shall make available ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ to provide a written report detailing its efforts with respect to the services provided to ER pursuant to be performed under this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expenses.

Consulting Services. ER hereby retains Consultant(a) This Agreement shall be in effect, and Consultant hereby agrees will continue to be retained by the Company to provide consulting the consultation services to ER described below, until October 24, 1996 (the "Termination Date"), unless earlier terminated for cause as hereinafter provided. This Agreement may be renewed for successive one year terms by the written election of the Company (i) by October 24, 1996 for the Term first term hereafter, and (ii) thereafter, not less than 5 days prior to the end of a term. Notwithstanding the termination of this Agreement, the parties shall be required to carry out any provisions hereof which expressly contemplate performance by them subsequent to such termination including, without limitation, compliance by Consultant with the covenants set forth in Section 3 below; nor shall termination affect any liability or other obligation which shall have accrued prior to such termination, including but not limited to any liability for loss or damage on account of default. (b) While this Agreement shall remain in effect, Consultant shall advise the Company as defined in SECTION 1.5 belowto appropriate financing structures and alternatives, locate sources of supply and customers for the Company's products, and otherwise consult with the Company with respect to various aspects of the Company's business. Consultant shall devote a minimum of 20 hours per week (with allowance for 2 weeks of vacation time per calendar year) to the performance of his duties under this agreement. (c) For the services heretofore provided and to be provided by Consultant to the Company hereunder, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged (which services and other consideration are acknowledged by the Company and Consultant to have an aggregate value at least equal to the bid price for the Common Stock on the date of this Agreement multiplied by the S-8 Shares, as hereinafter defined, which Consultant is to be issued hereunder), upon the Company shall compensate Consultant as follows: (i) Within ten (10) days following the date of this Agreement, the Company will issue 45,500 shares (the "S-8 Shares") of the Company's Common Stock to Consultant, such shares to be issued pursuant to the Company's effective registration statement on Form S-8 filed with the United States Securities and Exchange Commission on May 14, 1996 (the "Registration Statement") and pursuant to an option (the "S-8 Shares Option") granted under the Company's 1996 Nonqualifying Stock Option Plan attached to the Registration Statement as Exhibit 10.1 (the "1996 Plan"); provided, however, that Consultant shall first complete, execute and return to the Company a Non-Qualifying Stock Option Agreement and a written notice of election to exercise, each in the form attached as Exhibits to the 1996 Plan. The Company will exercise all possible efforts to maintain in effect a registration statement on Form S-8 in respect of the S-8 Shares permitting the issuance to Consultant hereunder of such shares under the Securities Act and the securities laws of the state of Consultant's residence (Idaho). (ii) Within ten (10) days following the date of this Agreement, the Company will grant Consultant, pursuant to the Agreement between International Gene Group, Inc., Alvarada, Inc. and Consultant dated March 30, 1995, a warrant (the "Warrant"), in form mutually acceptable to Consultant and the Company, to purchase 200,000 shares (the "Restricted Shares") of the Company's Common Stock at a purchase price of $0.10 per share. The Warrant will be exercisable in increments of 50,000 shares or more. Consultant will have "piggy back" registration rights for the Restricted Shares for a period of five (5) years after issuance thereof, subject to customary underwriter's "cut-back" or rationing rights. (d) Consultant will bear all expenses he shall incur in the performance of his duties hereunder, without reimbursement by the Company (except as otherwise agreed to in writing by the Company in advance of Consultant's incurring an expense). (e) Consultant shall perform his services as an independent contractor of the Company and not as an employee. Consultant hereby acknowledges that he is performing services hereunder solely as an independent contractor and not as an employee of the Company. Consultant acknowledges that he shall have sole responsibility for any and all Federal, state and local employment taxes or related matters. Further, Consultant specifically confirms to the Company that (i) prior to signing this Agreement he has had the opportunity to consult with such legal, tax, financial and other advisors as he has deemed desirable, and to the extent he has desired to do so he has so consulted, (ii) he is aware of and familiar with the financial, legal 3 tax and other ramifications to Consultant as a result of this Agreement, (iii) prior to the signing of this Agreement he has had access to and reviewed to his satisfaction the Company's Form 10-Q for the fiscal quarter ended June 30, 1996 and Form 10, Amendment No. 3, filed August 30, 1996, each as filed with the Securities and Exchange Commission (the "SEC"), (iv) he has not received and is not relying on any advice or interpretations provided by either the Company or its counsel in connection with this Agreement, inasmuch as Consultant is aware that the company, its representatives and its counsel are representing the Company's and not Consultant's interests in negotiating and entering into this Agreement, (v) stock acquired by the Consultant hereunder that has not been registered with the SEC on Form S-8 is being acquired for the Consultant's own account for investment and not with a view to the resale of all or any part thereof or any interest therein, and (vi) the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged general structure of this Agreement are as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged proposed by Consultant are at and not the Company or its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesadvisors.

Consulting Services. ER hereby retains Consultant(a) (i) Effective on the date of the retirement of the Consultant as the President and Chief Executive Officer of Donegal Mutual and DGI or such earlier date on which the Companies shall have terminated the employment of the Consultant as President and Chief Executive Officer of the Companies under the Employment Agreement for other than Cause or the Death or Permanent Disability of the Consultant or the date on which the Consultant shall have terminated the employment of the Consultant as President and Chief Executive Officer of the Companies under the Employment Agreement for Good Reason (the “Effective Date”) and except as otherwise provided in this Agreement, this Agreement shall supersede and replace the Employment Agreement and the Companies shall thereupon retain the Consultant hereby to provide consulting services to the Companies and the Boards in accordance with the terms and conditions set forth in this Agreement and the Consultant agrees to provide consulting services to ER for the Term (as defined Companies and the Boards in SECTION 1.5 below), upon accordance with the terms and subject conditions set forth in this Agreement. Donegal Mutual and DGI shall be jointly and severally liable to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power respect to (i) bind or commit ER all liabilities of Donegal Mutual to agreements of any kind; the Consultant under this Agreement and (ii) incur all liabilities of DGI to the Consultant under this Agreement; provided, however, that Donegal Mutual shall not be responsible for any debtliability of DGI to the Consultant to the extent that DGI has discharged such liability, obligation and DGI shall not be responsible for any liability of Donegal Mutual to the Consultant to the extent that Donegal Mutual has discharged such liability. (ii) The term of this Agreement shall commence upon the Effective Date and end on the fifth anniversary of the Effective Date, unless the Companies earlier terminate the retention of the Consultant for Cause, as defined in this Agreement, the death of the Consultant or liability or enter into any contract or commitment on behalf the Permanent Disability of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; the Consultant. (b) providing Unless this Agreement otherwise provides or pursuant to the names mutual agreement of the Companies and details the Consultant, all of contacts met at trade shows the terms and other events; conditions of this Agreement shall continue in full force and effect throughout the Term and, with respect to those terms and conditions that apply after the Term, after the Term. (c) promptly responding to phone messages and emails; and (dNotwithstanding paragraph 1(a) keeping ER informed of this Agreement, the Companies, by action of the status of its discussions with potential Relationships Boards and other activities. As and when requested by ER, Consultant shall provide effective as specified in a written report detailing its efforts with respect notice thereof to the services provided to ER pursuant to Consultant in accordance with the terms of this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER the right to terminate the Consultant’s retention under this Agreement at any time during the Term, for salariesCause or for other than for Cause or on account of the Consultant’s Death or Permanent Disability, commissions subject to the provisions of this paragraph 1. (i) As used in this Agreement, “Cause” shall mean (A) the Consultant’s willful and continued failure substantially to provide consulting services to with the Companies as set forth in this Agreement, or the commission by the Consultant of any activities constituting a willful violation or breach under any material federal, state or local law or regulation applicable to the activities of Donegal Mutual, DGI or their respective subsidiaries and affiliates, in each case, after notice of such failure, breach or violation from the Companies to the Consultant and a reasonable opportunity for the Consultant to cure such failure, breach or violation in all material respects, (B) fraud, breach of fiduciary duty, dishonesty, misappropriation or other expensesactions by the Consultant that cause intentional material damage to the property or business of Donegal Mutual, DGI or their respective subsidiaries and affiliates, or (C) the Consultant’s inability to render consulting services such that the Consultant is substantially unable to perform the Consultant’s duties under this Agreement in all material respects other than for physical or mental impairment or illness.

Consulting Services. ER 1.1 The Company hereby retains Consultant, and engages the Consultant hereby agrees to provide consulting services the Consulting Services to ER for the Term (as defined Company in SECTION 1.5 below), upon accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement. 1.2 The Consultant agrees to perform the duties generally attributable to a Senior Vice President, Investor Affairs of the Company, reporting directly to the Company’s Chief Executive Officer (the “CEO”) and the Company’s Chief Financial Officer (the “CFO”), and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services, subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant supervision and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality control of the foregoing, Consultant hereby agrees CEO and the CFO (and shall cause its directors, officers, employees and agents to agree) to the "Consulting Services") (a) use its (or their) reasonable efforts Respond to promote the interests of ER investor inquiries; (b) use Assist the Company in making an application to list its (securities on NASDAQ or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; other stock exchanges; (c) if practical, attend meetings with entities Promoting the Company to pursue a potential "Relationship"; and retail brokers; (d) review Assist the Company with presentations to potential institutional equity hedge funds, money managers, registered investment advisors, and comment on new marketing strategies, products microcap funds; and (e) performing such other duties and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority observing such instructions as may be reasonably assigned from time to time by or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alterthe CEO and the CFO in the Consultant’s capacity to perform the duties generally attributable to a Senior Vice President, amendInvestor Relations, terminate or otherwise change any sales order, contract or other document issued by ER. provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan. 1.3 The Consultant shall (devote such attention and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing energies to the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed business affairs of the status Company as may be reasonably necessary for the discharge of its discussions with potential Relationships his duties as Senior Vice President, Investor Relations, provided that, subject to the terms and conditions set out in this Agreement, the Consultant may engage in investment, business and other activities. 1.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee, officer or director of the Company. As and when requested by ER, The Consultant shall provide a written report detailing its efforts be responsible for all taxes or deductions as required, or remitted in the Consultant’s country of domicile. 1.5 The Consultant shall comply with all applicable federal, state and local laws, statutes and regulations and the lawful requirements and directions of any governmental or administrative authority having jurisdiction with respect to the services provided Consulting Services, including, without limitation, the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934, each as amended (the “Securities Act” and the “Exchange Act,” respectively) and any applicable state securities laws, and agrees to ER pursuant to indemnify the Company against all claims, loss, damages and expenses incurred by the Consultant's violation of any laws, statutes or regulations. 1.6 The Consultant is not a registered broker or dealer under the Exchange Act or under any other applicable securities laws, and, will not during the term of this Agreement. , engage in any activities that would require the Consultant agrees to comply withregister as a broker or dealer under the Exchange Act or under any other applicable securities laws. 1.7 The Consultant will not make any representations concerning the Company without the prior authorization of both the CEO and the CFO, and be bound bythe Consultant will not knowingly make any untrue statement of a material fact regarding the Company, the operational policies, procedures and practices of ER in effect from time nor knowingly omit to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged state a material fact required to be engaged stated or necessary to make any statement by the Consultant are at not misleading. 1.8 The Consultant will not, without the prior authorization of both the CEO and the CFO, distribute any materials or make any representations about the Company, its own riskbusiness or its prospects, expense other than the Company’s public filings with the United States Securities and supervision and shall have no claim against ER for salaries, commissions or other expensesExchange Commission (the “SEC”).

Consulting Services. ER hereby retains Consultant(a) Consultant undertakes to provide his personal advice and counsel to ▇▇▇▇▇▇ in connection with the business of ▇▇▇▇▇▇, including matters related to financial affairs of ▇▇▇▇▇▇, consulting with ▇▇▇▇▇▇ regarding the operations and customer relationships, providing introductions to customers, and Consultant hereby agrees serving as adviser to provide consulting services ▇▇▇▇▇▇, subject to ER for the Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter which are set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER forth herein. (b) use its (or their) best efforts Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services rendered to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; this Section 1. (c) During the Consulting Period, Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of ▇▇▇▇▇▇, or any of its subsidiaries and affiliates. However, any payments to be made to Consultant hereunder shall be subject to withholding of such amounts, if practicalany, attend meetings with entities relating to pursue a potential "Relationship"; income tax and other payroll deductions as may be required by law or regulation. (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall acknowledges that as of the date of this Agreement he will have no authority rights under any employment agreement or power similar agreement between Consultant and ▇▇▇▇▇▇, or any of its subsidiaries and affiliates, whether or not in writing, and that ▇▇▇▇▇▇ will have no further obligations under any employment agreement or similar agreement providing for similar payments or benefits to (i) bind Consultant except that the foregoing limitation shall not effect the provision of medical and other similar benefits to be made available to Consultant in accordance herewith and any other benefits to which Consultant is or commit ER to agreements may become entitled in accordance with the terms of any kind; retirement plan, supplemental retirement plan, pension plan, profit-sharing plan, stock incentive or option plan or any other employee benefit plan based on grants made to him under such plans prior to the date hereof in respect of his service as an employee of ▇▇▇▇▇▇ or its affiliates. (iie) incur any debtConsultant and ▇▇▇▇▇▇ acknowledge that Consultant does not intend to, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alterand will not be required to, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed relinquish his title as Chairman of the status Board of its discussions ▇▇▇▇▇▇ during the term of this agreement unless Roslyn's CEO, in his discretion, determines that it is in the best interests of the company that such title be relinquished, or Roslyn's Board of shareholders determine, by an affirmative vote conducted in accordance with potential Relationships and other activities. As and when requested by ERthe company's by-laws, Consultant shall provide a written report detailing its efforts with respect that he should not continue to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expenseshold such title.

Consulting Services. ER hereby retains Consultant, (a) The Corporation shall retain the Consultant and the Consultant hereby agrees to will provide consulting services to ER the Corporation for an initial term of five (5) years, commencing _______________. The term of this Agreement shall terminate on ___________________, unless extended by the Term written agreement of the Corporation and the Consultant. (b) The Consultant shall perform such consulting services as defined in SECTION 1.5 below), upon are reasonably requested by the terms and Corporation subject to the conditions hereinafter set forthforth herein. The Consultant is hereby engaged as general consultant shall report to the Chairman and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality President of the foregoingCorporation. In performing such consulting services, Consultant hereby agrees (may rely solely on his knowledge and experience and shall cause its directors, officers, employees and agents not be required to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; research any matters. (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. the Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. further agree that the Consultant shall select eight (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation 8) weeks per calendar year (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect notice to the Corporation) during which the Consultant's services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and will not be bound by, the operational policies, procedures and practices of ER in effect from time to timerequired. Consultant shall not be entitled responsible for the results of any advice given to the Corporation. (d) All of the Consultant's obligations under this Agreement shall be fulfilled at the Corporation's offices in New Jersey or at Consultant's home, if appropriate. (e) In the event that it is asserted by the Corporation, with reasonable cause, that the Consultant has failed to perform an obligation or obligations under this Agreement, the Consultant will not be deemed to be in breach of this Agreement unless and until he has been given thirty (30) days notice, during which time the Consultant may satisfy any such obligation(s), and has failed in that period to satisfy such obligation(s). If the Consultant satisfies such obligation(s) in that period, the Consultant will not be deemed to be in breach of the Agreement. (f) The Consultant will not be considered in breach of this Agreement, and the Corporation's obligations hereunder shall continue, if any failure to perform on the part of the Consultant is due to any additional benefits illness, either physical or monetary or non-monetary compensation mental. (g) Consultant's services shall be considered, for services rendered to ER except as expressly provided herein. Any agents engaged or alleged federal income tax reporting purposes, to be engaged personal services income, and the total of all consulting fees paid hereunder during each calendar year of the term of this Agreement shall be reported by Corporation to Consultant are at its own riskby use of Internal Revenue Service Information Report Form 1099. Consultant acknowledges the character of consulting fee income so reported is income from personal services, expense and supervision Corporation shall treat such payments as ordinary and shall have no claim against ER necessary business expenses for salaries, commissions or other expensesfederal income tax purposes.

Consulting Services. ER hereby retains The Company has requested, and you have agreed, to serve as a Consultant for a period of twelve months following the Effective Date, to include the period May 1, 2006 through April 30, 2007. As a Consultant, you agree to, upon request, provide assistance and Consultant hereby agrees advice to the Company with respect to the Company’s worldwide operations with which you have experience by reason of your employment by the Company. In connection with such assistance and advice you agree that, if so requested by the Chairman and Chief Executive Officer, you will: (1) Upon reasonable notice, undertake reasonable travel at the expense of the Company, and in accordance with the Company’s existing travel and reimbursement policies; (2) Make yourself available on reasonable notice to consult with directors, management personnel, and other agents or employees of the Company regarding matters relating to the Company’s past and ongoing business operations; (3) Perform other business-related tasks as might be subsequently identified. It is understood that in your capacity as an independent contractor consultant, the Company will not provide you with an office on or off the premises, office equipment, or support personnel. You acknowledge and agree that in the same manner that your employment relationship prevented you from advising or otherwise working for a competitor of the Company, by your agreement to provide consulting services assistance and advice to ER for the Term (Company during the period when you are serving as defined a Consultant in SECTION 1.5 below), upon accordance with the terms and subject of Section 3 of this letter, you are similarly restricted in your ability to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality advise or otherwise work for a competitor of the foregoingCompany. For the purpose of this letter, Consultant hereby agrees (the term “competitor of the Company” will be construed broadly to include without limitation any entity or enterprise that employs engineers, geoscientists, and shall cause its directorsfield service personnel who apply knowledge and technology to find, officersdevelop, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practicalproduce oil and gas, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, as well as those enterprises that provide products and services for ERdrilling, formation evaluation, completion and production of hydrocarbons. Consultant (and its directors, officers, employees and agents) shall have no authority or power You agree that this restriction in your ability to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate advise or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in work for a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed competitor of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect Company is necessary to protect the services Confidential Information the Company has provided to ER pursuant you in your confidential relationship as an officer of the Company, and that which the Company will provide to you in your capacity as a consultant. In return for your agreement to provide Consulting Services and maintain or protect the confidentiality of the Company’s confidential information, the Company agrees to pay you a fee in the amount of $44,583.33 per month. This fee will be paid to you in monthly installments, beginning June 1, 2006. Initials: GSF CCD Should you fail to provide the consulting service as described above, or protect the Company’s confidential information, or you work for or advise a competitor of the Company, the Company may terminate this Agreement prior to its expiration, citing breach of this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensesupon thirty days written notice.

Consulting Services. ER hereby retains Consultant, and (a) The Consultant hereby agrees to provide the Company with strategic consulting services to ER for as requested by the Term Company in connection with the Company’s acquisitions, divestitures and investments, capital raising, strategy, financial and business affairs, relationships with lenders, equityholders and other third-party associates or affiliates, and the expansion of its business (as defined in SECTION 1.5 belowthe “Consulting Services”); provided, upon the terms and subject to the conditions hereinafter set forththat such Consulting Services will not involve Brokerage Services or Investment Advisory Services. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality The scope of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents Consulting Services may be adjusted from time to agree) to (a) use its (or their) reasonable efforts to promote time by mutual agreement of the interests of ER parties hereto in writing. (b) use The Consultant may, in its (discretion, and on written notice to the Company, subcontract, delegate or their) best efforts assign all or part of its service obligations hereunder to procure "Relationships" for ER any Consultant Affiliate or other Person or Persons which, in the manner provided in SECTION 1.1 above; reasonable view of the Consultant, are competent and qualified to provide such services. (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect Notwithstanding anything to the contrary contained herein, the Company and the Consultant each acknowledge that the Consultant, in performing the services provided to ER pursuant to this Agreement. , is providing such services solely in a third-party consultant capacity to the Company. (d) The Consultant agrees shall report to comply with, the Chief Executive Officer (“CEO”) and be bound byprovide monthly updates as to the progress of the Services being provided. (e) So long as Consultant and Consultant’s Affiliates serve as Board of Directors of the Company, the operational policiesConsultant and Consultant’s Affiliates shall recuse themselves from any board discussions or votes related to their consulting agreement, procedures including but not limited to contract renewals, fee adjustments, or performance evaluations. (f) The Consultant and practices Consultant’s Affiliates must not use confidential company information obtained through board service to benefit their consulting role. (g) The Consultant and Consultant’s Affiliates agree to disclose the terms of ER this Agreement in effect from time to time. any and all materials required by the Securities and Exchange Commission. (h) The Consultant and Consultant’s Affiliates shall abide by any and all Related Party Policies of the Company either currently established or established in the future, provided that such policies shall not be entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expensescontravene the Agreement.

Consulting Services. ER hereby retains During the term of this Agreement, Consultant, in the capacity as an independent contractor, shall provide professional consulting services described on Schedule A, which is incorporated herein (the “Services”). The Company acknowledges and hereby agrees that Consultant is not engaged on a full-time basis and Consultant hereby agrees to provide consulting services to ER for may pursue any other activities and engagements it desires during the Term (as defined in SECTION 1.5 below), upon the terms and subject to the conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality term of the foregoing, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees shall perform the Services in accordance with all local, state, and federal rules and regulations. (a) Consultant represents and warrants to comply the Company that Consultant has the requisite skills, experience, and expertise to provide the Services and will, during the Term of this Agreement, provide the Services for the Company diligently and conscientiously and in a professional manner. Consultant further represents and warrants that: i. Consultant has received any necessary approvals and consents in connection with entering into this Agreement and performing the Services from any employer, institution, or other entity with whom Consultant also has current business; ii. Compliance with the terms of the Agreement and performance of the Services will not conflict with, constitute a breach of, or otherwise violate the terms of any agreement or court order to which Consultant is a party; iii. Compliance with the terms of this Agreement and be bound bythe performance of the Services do not and will not breach any agreement to keep in confidence proprietary information acquired by the Consultant in confidence; and, iv. During the performance of the Services, Consultant will not disclose to the operational policiesCompany any proprietary information belonging to a third party. (b) Upon execution of this Agreement and during the Term of this Agreement, procedures and practices of ER in effect from time to time. Consultant shall not be entitled take part in any activity that causes an actual or potential conflict of interest to arise in connection with activities undertaken on behalf of the Company. (c) If Consultant is affiliated with any public, private, or governmental institution, Consultant represents and warrants to the Company that Consultant is not required to disclose or assign to any additional benefits such institution proprietary rights to any inventions or monetary writings made or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged created by Consultant during the course of the performance of the Services. (d) The parties agree and acknowledge that for purposes of all equity compensation awards made to the Consultant during his employment with the Company the services provided under this Agreement are at its own risk, expense a continuation of service so that all such awards will continue to vest and supervision and shall have no claim against ER for salaries, commissions or other expensesremain exercisable in accordance with their terms.

Consulting Services. ER hereby retains ConsultantIn consideration of Executive’s representations, releases, waivers and Consultant hereby promises set forth in this Agreement, the Company agrees to that, conditioned upon the timely execution (and non-revocation) of this Agreement, for the period commencing on the Separation Date and ending on the date that is six (6) months following the Separation Date (the “Consulting Term”), Executive shall provide consulting services to ER the Company on the following terms and conditions: a. Executive will be reasonably available to consult with the Company on an as-needed basis on matters familiar to him as a result of his prior work with the Company. b. The Company will pay Executive a consulting fee of $50,000 per month, payable in semi-monthly installments during such Consulting Term, and Executive shall be solely responsible for all taxes owed on such payments. If Executive believes that any payment owed under this paragraph has not been properly paid to him, he shall advise the Term Company’s Chief Executive Officer in writing, and the Company shall have fifteen (as defined 15) days to correct any mistaken or inadvertent non-payment. c. At the end of the Consulting Term, if Executive has satisfactorily performed the consulting services and abided by all terms and conditions set forth in SECTION 1.5 below)this Agreement, the Company shall pay him a bonus in the amount of $115,000; conditioned upon Executive’s execution and non-revocation of a supplemental waiver and general release of claims in a form provided by the Company which shall not include terms that exceed the terms and subject of this Agreement. d. Executive agrees that, during the Consulting Term, he is retained solely as an independent contractor to the conditions hereinafter set forthCompany. Consultant Executive agrees that he is hereby engaged as general consultant and advisor to ER not, and will provide such consultation and advice as ER may reasonably request. Without limiting the generality not claim or represent himself to be, an employee or agent of the foregoingCompany, Consultant hereby agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have that he has no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract contracts or commitment agreements on behalf of ER; the Company or (iii) alter, amend, terminate or to otherwise change bind the Company in any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply withmanner, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall that he will not be entitled represent to any additional benefits person or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions or other expenses.entity that he has any such authority

Consulting Services. ER hereby retains ConsultantProvided the Executive executes this Agreement and, and Consultant hereby agrees to provide on, or within 10 working days following, 31 December 2017, further executes the general release of claims attached hereto as Exhibit A, the following provisions regarding consulting services to ER for and fees will apply. (a) During the Consulting Term (as defined in SECTION 1.5 below), upon the terms and subject Executive shall provide such consulting services to the conditions hereinafter set forth. Consultant is hereby engaged Company commensurate with his status and experience as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality former Deputy Executive Chairman of the foregoingCompany with respect to such matters as shall be reasonably requested from time to time by the Chief Executive Officer of the Company or his designee. Such services shall include his continued participation on the Company’s behalf and leadership on the Insurance Development Forum, Consultant hereby agrees (and other related projects or services as may be reasonably agreed between the Executive and the Company. The Executive shall not, by virtue of the consulting services provided hereunder, be considered an officer or employee of the Company, and he shall have no power or authority to contract in the name of or bind the Company or its Affiliates. As an independent contractor, the time, manner, mode, method and means used by the Executive in the performance of services shall be of the Executive’s selection and under the sole control and direction of the Executive. The Executive shall be responsible for all risks incurred in the operation of the Executive’s business and shall cause its directorsenjoy all the benefits thereof. In addition, officersthe Executive and the Company will comply, employees at their own expense, with the provisions of all state, local, and agents federal laws, regulations, ordinances, requirements, and codes which are applicable to agree) to (a) use its (or their) reasonable efforts to promote them in respect of the interests performance of ER services hereunder. (b) use its During the Consulting Term, in consideration of the services to be provided by the Executive to the Company described herein and in consideration for the covenants of the Executive set forth herein, provided the Executive has complied, and continues to comply, with the terms of this Agreement, the Company shall pay the Executive a fee (or theirthe “Consulting Fee”) best efforts to procure "Relationships" for ER in the manner provided amount of $2,500,000.00, and payable in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to the following manner: (i) bind $1,667,500 will be paid to Executive on or commit ER to agreements of any kind; by 31 January 2018, and (ii) incur any debt, obligation $832,500 will be paid to Executive on or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER31 May 2018. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to comply with, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant The Executive shall not be entitled to participate in any additional benefits employee benefit plans maintained by the Company or monetary or non-monetary compensation for any of its Affiliates by reason of his consulting services rendered under this Agreement. (c) The period during which the Executive will be retained by the Company to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision provide the consulting services hereunder shall commence on 1 January 2018 and shall have terminate on 30 September 2018, unless sooner terminated as provided in this Section 4(c) (the “Consulting Term”). Notwithstanding the foregoing, the Consulting Term will end on the date of the Executive’s death, the date on which Company terminates the Consulting Term for Cause (as defined below), or if the Executive terminates the Consulting Term for any reason. For purposes of this Agreement, the term “Cause” shall mean the Executive's (a) fraud or dishonesty in connection with the performance or provision by the Executive of his services under this Agreement, (b) material breach of any of the terms, including without limitation the restrictions contained in Section 12, of this Agreement or (c) the Executive’s conviction of, or plea of nolo contendere to, a felony. If the Consulting Term ends prior to 30 September 2018 due to the Executive’s death, the Executive’s estate shall remain entitled to receive the Consulting Fee in full, or, if already paid to the Executive, shall not be obligated to repay any prepaid portion of the Consulting Fee. In the event of termination of the Consulting Term by the Company for Cause, the Executive shall no claim against ER for salaries, commissions or other expenseslonger be entitled to receive the Consulting Fee to the extent any portion remains unpaid at the time of such termination.

Consulting Services. ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Term (as defined in SECTION 1.5 below), upon a) Upon the terms and subject to the conditions hereinafter set forthcontained in this Agreement, the Company hereby agrees to engage the Consultant, and the Consultant hereby agrees to perform financial management and consulting services in order to assist the Company in meeting its short-term and long-term financial and strategic goals. (b) The Consultant and the Company shall agree on the scope and extent of the services to be performed by the Consultant. The Consultant is hereby engaged as general consultant shall perform such services subject to Federal and advisor to ER state securities laws and will provide such consultation regulations, and advice as ER may reasonably request. applicable rules, regulations and policies of the National Association of Securities Dealers, Inc. (the "NASD"), and the Securities and Exchange Commission (the "Commission"). (c) Without limiting the generality of the foregoing, Consultant hereby agrees the Consultant's services shall include the following: (i) attending meetings of the Company's Board of Directors of committees thereof, when requested by the Company; (ii) at the request of the Company, reviewing, analyzing and shall cause its directorsreporting on proposed business opportunities, officersand attending meetings regarding the same; (iii) consulting with the Company concerning on-going strategic corporate planning and long-term investment policies; and (iv) consulting with the Company and advising and assisting the Company in identifying, employees studying and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practicalevaluating merger, attend meetings with entities to pursue a potential "Relationship"; acquisition, joint venture, strategic alliance, recapitalization and restructuring proposals. (d) review The Consultant agrees that, during the term of this Agreement, the Consultant shall devote sufficient time and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment effort on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant the Company as shall (be necessary to effect the intents and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details purposes of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. The Consultant will, at all times, faithfully and to the best of the Consultant's experience and abilities, perform all duties that may be required of the Consultant pursuant to the terms of this Agreement. The Company expressly acknowledges and agrees that the Consultant's efforts shall be on a "best-efforts" basis and the Consultant has not, cannot and does not, guarantee that the Consultant's efforts will have any impact on the Company's business or that any subsequent financial improvement will result from his efforts. (e) The Consultant agrees that the Consultant is not the agent of the Company and has no power or authority to comply withbind the Company to any agreement, transaction or other commitment, and be bound by, the operational policies, procedures and practices of ER in effect from time to time. Consultant shall not be entitled represent or warrant to the contrary to any additional benefits third party. The Company has the sole right, in the exercise of its business judgment and discretion, to approve or monetary disapprove of any agreement, transaction or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged commitment introduced by the Consultant. (f) The Consultant are at its own risk, expense and supervision and shall have no claim against ER for salaries, commissions not issue any press releases or other expensespublic statement regarding the Company without the Company's prior written approval.