Common use of Duties and Extent of Services Clause in Contracts

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the Executive Committee of the Corporation and such of the Corporation's subsidiary companies as may be designated by the Board of Directors of the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties Employee agrees to serve ----------------------------- Employer and Extent its subsidiary companies faithfully and to the best of Services during Period her ability under the direction of Full Time -------------------------------------------------------- Employmentthe Board of Directors and President of Employer, devoting her entire business time, energy and skill to her duties hereunder. ---------- The principal place of employment of Employee shall be at the offices of Employer which are currently located in New York, New York. Employee understands and agrees, however, that in connection with her employment hereunder, she may be required from time to time to travel on behalf of Employer. If the principal place of employment of the Employee shall change because of a change in Employer's offices to a location which is more than 50 miles from the offices presently located in New York, New York, the Employee shall have the option to terminate this Agreement by sending written notice of termination to Employer, and thereupon her employment pursuant to this Agreement shall terminate and Employee shall be entitled to no further payments hereunder, other than (ai) During for any compensation due pursuant to Section 4 hereof through the Period date of Full Time Employmentsuch termination, ▇▇▇▇▇▇▇▇▇ (ii) the reimbursements pursuant to Section 9 hereof, of any expenses incurred prior to the date of such termination, and (iii) the continuation of Employee's base salary pursuant to Section 4(a) hereof for a period of six (6) months from the date of such termination, but not beyond the Termination Date. The principal duties of Employee shall be to serve as Chairman Vice President-Corporate Communications, Secretary and Associate General Counsel of Employer and, in such capacity, to render such 2 managerial, administrative and other services to Employer and its subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of her. If, during the Executive Committee term of the Corporation and such of the Corporation's subsidiary companies as may be designated by this Agreement, the Board of Directors of the CorporationEmployer so determines, under the direction and supervision in its absolute discretion, to elect Employee to any additional office of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory Employer or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated subsidiary companies consistent with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporationher position, or a director of its subsidiary company of the Corporationcompanies, Employee agrees to accept and he shall do nothing inconsistent with his duties to the Corporation except that he may engage serve in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere office or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertisingcapacity, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected well as a member director of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange Employer, for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreementno additional compensation or remuneration.

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During Employee agrees to serve Employer and, consistent with his position, its subsidiaries faithfully and to the Period best of Full Time Employmenthis ability under the direction of the Board of Directors of Employer, ▇▇▇▇▇devoting his entire business time, energy and skill to his full time employment duties hereunder; provided, that subject to the approval of the Board of Directors of Employer, Employee may serve on the board of directors of companies other than Employer and its subsidiaries. The principal place of employment of Employee shall be at the offices of AAI, which are currently located in ▇▇▇▇ Valley, Maryland. Employee understands and agrees, however, that in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer. (b) The principal duties of Employee shall be to serve as Chairman President and Chief Executive Officer of Employer and AAI and, in such capacity, to render such managerial, administrative and other services to Employer and AAI and their subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the term of this Agreement, the Board of Directors of Employer so determines, in its absolute discretion, to elect Employee to any additional office of Employer or its subsidiaries consistent with his position, or a director of Employer or its subsidiaries, Employee agrees to accept and serve in such office or capacity, for no additional compensation or remuneration. Employee hereby acknowledges that as of the Executive Committee Effective Date, Employee currently serves as a director of the Corporation Employer and Employee shall not be entitled to any additional compensation for such service. If Employee is elected a director of the Corporation's subsidiary companies Employer, he agrees to resign as may be designated a director if so requested by the Board of Directors of Employer, following the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance termination of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in employment by Employer for any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyreason. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties The Employee shall exercise such authority, perform such duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ shall serve functions and discharge such responsibilities as Chairman President and Chief Executive Officer of the Executive Committee Company commensurate with the authority vested in the Employee by the Board. The Bylaws of the Corporation and such of Company shall be amended to the Corporation's subsidiary companies as may be designated by the Board of Directors of the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in extent same are inconsistent with this Agreement. The principal place of During the Employment Period, the Employee shall devote full business time, skill and efforts to the business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan areaCompany. ▇▇▇▇▇▇▇▇▇ shall also serve during Notwithstanding the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c)foregoing, the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ Employee may (i) shall devote such attention make and energy to manage personal business investments and serve in any capacity with any civic, educational or charitable organization, or any trade association, without seeking or obtaining the performance of his duties hereunder and to promoting and furthering the interests approval of the Corporation as may reasonably be required; Board, provided such activities and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall service do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not materially interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his the Employee's duties hereunder, and obligations under (ii) with the approval of the Board, serve on the board of directors of other entities. In connection with this Agreement. Nothing contained herein , the Company shall be deemed increase the number of directors on the Board by one prior to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% next annual meeting of the issued and outstanding securities Company's stockholders. The Company further agrees, with respect to such annual meeting (or with respect to a consent in lieu of such company. meeting), (a) to propose the Employee as a nominee for election to the Board at such meeting, (b) to include the name of the Employee on the Company's proxy card for such meeting, (c) During to recommend the Period election of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected the Employee as a member director to its stockholders, (d) to solicit proxies on behalf of the Board of Directors of Employee to the Corporation and same extent proxies are solicited on behalf of any committees thereof of other nominee for election to the Board and (v) to cause the attorneys-in-fact named in the applicable proxy cards to vote the shares with respect to which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange proxies are given for the election of ▇▇▇▇▇▇▇▇▇ the Employee to the Board unless such proxy card gives contrary instructions. Furthermore, the Company agrees to cause its controlling stockholder as of the date of this Agreement to execute a letter for the benefit of the Employee pursuant to which such stockholder shall agree to vote all of its shares for the election of the Employee to the Board of Directors during the Employment Period; provided, however, that if such controlling stockholder ceases to be a controlling stockholder at any time during the Employment Period, the Company shall use commercially reasonable efforts to cause its stockholder's to vote in favor of Bozell Mexico, a Mexican corporation the Employee in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided connection with an office and staff consistent with his stature and responsibilities under this Agreementany election of directors.

Duties and Extent of Services. 3.1 Duties Officer will, during the continuance of his employment hereunder, perform the duties of Chairman of the Board, President and Extent Chief Executive Officer of Services during Period the Company and Scientific Games, Inc. Officer will devote his full working time, attention and abilities (subject to the Company's policies, as in effect prior to any Change in Control, and the provisions of Full Time -------------------------------------------------------- Employment. ---------- (athis Agreement, in each case, with respect to vacations, illness, government service, sabbaticals, etc.) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ shall serve to his duties as Chairman of the Board, President and Chief Executive Committee Officer and will use his best reasonable efforts to promote the interests and welfare of the Corporation Company. For purposes of this Agreement, the Company and Officer agree that Officer has heretofore devoted his full working time, attention and abilities to his duties and further agree that such standard of performance shall be applicable in assessing whether Officer has devoted his full time, attention and abilities to his duties under this Agreement. In such capacities, the Officer shall perform such duties and shall have such responsibilities as are normally associated with such positions and as otherwise may be assigned to the Officer from time to time by or upon the authority of the Corporation's subsidiary companies Board. Should any question arise between the Officer and the Company as may be designated by to whether such Officer is devoting or has devoted full time, attention and abilities to his duties, the Board of Directors of the Corporationreasonable, under the direction and supervision good faith opinion of the Board (which shall consider Officer's historical work pattern in making its assessment and the work patterns of Directors chief executive officers of comparable companies, both within and without the CorporationCompany's line of business, and shall performwhose executives are required, from time whether by contract or practice, to devote their "full time, such other services, advisory or otherwise, attention and abilities" to their duties) pursuant to the affirmative vote of a two-thirds the Company's entire Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ (excluding Officer) shall be dispositive of such question. To the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporationextent not inconsistent with his duties hereunder, andOfficer may pursue other business or personal activities, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ provided (i) shall devote all other business activities (including such attention activities which would conflict with the Company's business) are disclosed in writing in advance to, and energy to approved in advance by, the performance of his duties hereunder and to promoting and furthering Company's Board (provided, however, that passive investments in businesses other than business in competition with the interests business of the Corporation Company need not be approved in advance, so long as may reasonably be required; Officer's investment therein is less than five percent (5%) of the voting securities of such entity) and (ii) such personal activities would not have a material adverse effect on the Officer's performance of his duties. The Officer shall notnot pursue any material outside business activity to which the Company's Board shall have previously consented, without if the express consent entire Board (excluding Officer) by the affirmative vote of two-thirds of its members expresses objection in writing to such Officer; provided, however, that if the Board expresses such objection, Officer shall be afforded a commercially reasonable time to terminate such activities in a manner reasonably calculated to result in no material financial detriment to Officer, unless the Company shall agree to indemnify Officer against any material financial detriment which Officer may suffer from the immediate termination of such previously permitted outside activities. Officer agrees, upon receipt of the Notice from the Board of Directors of the CorporationBoard's objection to previously permitted outside activities, become directly or indirectly associated with or engaged in any other businessto use his best efforts to terminate such activities as soon as practicable, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection consistent with the investment standards set forth in the immediately preceding sentence. Officer's office and principal place of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of employment will be located in metropolitan Atlanta, Georgia. Officer acknowledges that his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% services will involve usual and customary travel required of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ Company's employees currently located in Atlanta, Georgia. Officer shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ have direct reporting authority to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.Company's Board. All existing

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period Term of Full Time Employment, ▇▇▇▇▇▇▇▇▇ the Executive shall serve as Chairman of the Executive Committee Board of Directors of each of CLI and ELII, and, in such capacities, shall render such services as customarily are associated with and incident to such positions, and as the Company may, from time to time, reasonably require of him consistent with such positions, all as consistent with past practice. (b) During the Term of Employment, the Company shall use its best efforts and powers to cause each of the Corporation Company, CLI and such ELII to nominate the Executive as a management nominee for each of their Boards of Directors. The Executive shall serve as a Director of the CorporationCompany, CLI and ELII if elected to such positions in accordance with law and hold such other positions and executives offices of the Company and/or of any of the Company's subsidiary companies subsidiaries or affiliates as may from time to time be designated authorized by the Board of Directors of the CorporationCompany, under provided that each such position shall be commensurate with the direction Executive's standing in the business community as a Director of the Company and supervision Chairman of the Board of Directors of each of CLI and ELII. The Executive shall not be entitled to any compensation other than the Corporationcompensation provided for herein for serving during the Term of Employment as a Director of the Company, and shall performCLI or ELII, from time to time, such or in any other services, advisory office or otherwise, and position of the Company or any of its subsidiaries or affiliates unless the Board of Directors of the Corporation Company shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexicohave specifically approved such additional compensation. (bc) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) The Executive shall devote such attention time and energy effort as is necessary and appropriate to faithfully, competently and diligently perform to the performance best of his duties hereunder and to promoting and furthering the interests ability all of the Corporation duties required of him as may reasonably be required; and (ii) shall not, without the express consent Chairman of the Board of Directors of the Corporationeach of CLI and ELII, become directly or indirectly associated consistent with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companypast practice. (cd) During In connection with his employment hereunder, the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ Executive shall be provided with an a full-time secretary and the use of the office space set forth on the floor plan attached hereto as Exhibit A and staff consistent the furnishings currently contained therein. If the Company shall relocate its executive offices or base of operations, the Executive shall be provided with his stature comparable support services and responsibilities under this Agreementoffice facilities, in terms of size and location, to those provided for herein.

Duties and Extent of Services. 3.1 Duties Employee shall be employed as Employer's Managing Director and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ shall serve as Chairman Chief Operating Officer of the Executive Committee Group Companies Viragen (Europe) Limited and Viragen Inc. As such, Employee shall, subject to the direction of the Corporation Board, supervise and conduct the Employer's operations and affairs as assigned by the Board, and perform such of the Corporation's subsidiary companies other duties and responsibilities as may be designated assigned to Employee from time to time consistent with such title by the Board including where such duties require Employee to work for any Group Company. Employee accepts that he may be required to perform other tasks or duties outwith the scope of Directors of the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time his normal duties. Employee agrees to devote sufficient time, such other servicesskill, advisory attention and energy diligently and competently to perform the duties and responsibilities reasonably assigned to him hereunder or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election pursuant hereto to the Board best of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will his abilities. Employee shall use its his best efforts to arrange be loyal and faithful at all times and constantly endeavor to improve his ability and his knowledge of the business of Employer in an effort to increase the value of his services for his election the mutual benefit of Employer and Employee. Employer may at its sole discretion transfer this Agreement or second Employee to any Group Company at any time. Employer reserves the right to suspend all or any of Employee's duties and powers on such terms as Chairman it considers expedient (including a term that Employee shall not attend at Employer's premises) or to require Employee to carry out the duties of Bozell Mexico. (b) During the Period another position of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy equivalent status either in addition to the performance or instead of his duties hereunder as Managing Director of Employer and to promoting and furthering the interests Chief Operating Officer of the Corporation as may reasonably Group Company, Viragen Inc. During any period of suspension, Employee will not be required; and (ii) shall not, without the express consent entitled to work either on his own account or on behalf of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other businessperson, including without limiting the generality of the foregoing, any advertising, marketing, public relations business or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties Employee agrees to serve ----------------------------- Employer and Extent its subsidiary companies faithfully and to the best of Services during Period his ability under the direction of Full Time -------------------------------------------------------- Employmentthe Board of Directors and President of Employer, devoting his entire business time, energy and skill to his duties hereunder. ---------- The principal place of employment of Employee shall be at the offices of Employer which are currently located in New York, New York. Employee understands and agrees, however, that in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer. If the principal place of employment of the Employee shall change because of a change in Employer's offices to a location which is more than 50 miles from the offices presently located in New York, New York, the Employee shall have the option to terminate this Agreement by sending written notice of termination to Employer, and thereupon his employment pursuant to this Agreement shall terminate and Employee shall be entitled to no further payments hereunder, other than (ai) During for any compensation due pursuant to Section 4 hereof through the Period date of Full Time Employmentsuch termination, ▇▇▇▇▇▇▇▇▇ (ii) the reimbursements pursuant to Section 9 hereof, of any expenses incurred prior to the date of such termination, and (iii) the continuation of Employee's base salary and employee benefits pursuant to Sections 4(a) and (b) hereof for a period of six (6) months from the date of such termination, but not beyond the Termination Date. The principal duties of Employee shall be to serve as Chairman Treasurer and Chief Financial Officer of Employer and, in such capacity, to render such managerial, administrative and other services to Employer and its subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the Executive Committee term of the Corporation and such of the Corporation's subsidiary companies as may be designated by this Agreement, the Board of Directors of the CorporationEmployer so determines, under the direction and supervision in its absolute discretion, to elect Employee to any additional office of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory Employer or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to its subsidiary companies consistent with his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporationposition, or a director of its subsidiary company of the Corporationcompanies, Employee agrees to accept and he shall do nothing inconsistent with his duties to the Corporation except that he may engage serve in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere office or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertisingcapacity, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected well as a member director of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange Employer, for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreementno addi- tional compensation or remuneration.

Duties and Extent of Services. 3.1 Duties Employee agrees to serve Employer and Extent its subsidiary companies faithfully and to the best of Services during Period her ability under the direction of Full Time -------------------------------------------------------- Employmentthe Board of Directors and President of Employer, devoting her entire business time, energy and skill to her duties hereunder. ---------- (a) During The principal place of employment of Employee shall be at the Period offices of Full Time Employment, Employer currently located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the Executive Committee of the Corporation ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Employee understands and such of the Corporation's subsidiary companies as agrees, however, that in connection with her employment hereunder, she may be designated by the Board of Directors of the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, required from time to time, such other services, advisory or otherwise, and time to travel on behalf of Employer. If the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business employment of the Employee shall change prior to the Termination Date because of a change in Employer's offices to a location which is more than 50 miles from the office presently located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, the Employee shall also have the option within 30 days after such change to terminate this Agreement by sending written notice of termination to Employer, and thereupon her employment pursuant to this Agreement shall terminate and Employee shall be entitled to no further payments hereunder, other than (i) for any compensation due pursuant to Sections 4 and (ii) the reimbursements pursuant to Section 9 hereof, of any expenses incurred prior to the date of such termination. The principal duties of Employee shall be to serve as Vice President, Corporate Communications, Associate General Counsel, and Secretary and, in such capacity, to render such managerial, administrative and other services to Employer and its subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of her. If, during the Period term of Full Time Employment as Chairman of the International Division of the Corporationthis Agreement, and, subject to his election to the Board of Directors of Bozell MexicoEmployer so determines, as hereinafter referred in its absolute discretion, to in Paragraph 3.1(c), the Corporation will use elect Employee to any additional office of Employer or its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated subsidiary companies consistent with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporationher position, or a director of its subsidiary company of the Corporationcompanies, Employee agrees to accept and he shall do nothing inconsistent with his duties to the Corporation except that he may engage serve in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere office or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit capacity for no additional compensation or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyremuneration. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties Employee agrees to serve Employer and Extent its subsidiary companies faithfully and to the best of Services during Period his ability under the direction of Full Time -------------------------------------------------------- Employmentthe Board of Directors and President of Employer, devoting his entire business time, energy and skill to his duties hereunder. ---------- (a) During The principal place of employment of Employee shall be at the Period offices of Full Time Employment, ▇▇▇▇▇Employer currently located at Industry Lane in ▇▇▇▇ Valley, Maryland. Employee understands and agrees, however, that in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer. If the principal place of employment of the Employee shall change prior to the Termination Date because of a change in Employer's or AAI Corporation's offices to a location which is more than 50 miles from the offices presently located at Industry Lane, the Employee shall have the option within 30 days after such change to terminate this Agreement by sending written notice of termination to Employer, and thereupon his employment pursuant to this Agreement shall terminate and Employee shall be entitled to no further payments hereunder, other than (i) for any compensation due pursuant to Section 4 and (ii) the reimbursements pursuant to Section 9 hereof, of any expenses incurred prior to the date of such termination. The principal duties of Employee shall be to serve as Chairman Vice President and Chief Financial Officer of Employer and, in such capacity, to render such managerial, administrative and other services to Employer and its subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the Executive Committee term of the Corporation and such of the Corporation's subsidiary companies as may be designated by this Agreement, the Board of Directors of the CorporationEmployer so determines, under the direction and supervision in its absolute discretion, to elect Employee to any additional office of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory Employer or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to its subsidiary companies consistent with his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporationposition, or a director of its subsidiary company of the Corporationcompanies, Employee agrees to accept and he shall do nothing inconsistent with his duties to the Corporation except that he may engage serve in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere office or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit capacity for no additional compensation or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyremuneration. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ The Executive shall serve as Chairman Chief Executive Officer of the Executive Committee Company with such duties and responsibilities as are consistent with such positions, and shall so serve faithfully and to the best of the Corporation and such of the Corporation's subsidiary companies as may be designated by the Board of Directors of the Corporationhis ability, under the direction and supervision of the Company's Board of Directors (the "BOARD"). The positions of Chief Executive Officer and Chairman are the highest offices in the Company and all other employees and officers of the Corporation, and shall perform, from time Company report directly to time, such other services, advisory or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexicothese positions unless they have been delegated. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy Subject to the performance of his duties hereunder Company's procedures for selection and to promoting and furthering removing Board members, the interests of the Corporation as may reasonably be required; and (ii) Executive shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected serve as a member of the Board of Directors and Chairman of the Corporation Board of the Company and hold such other positions and executive offices of the Company or of any committees thereof of which he is currently the Company's subsidiaries or affiliates as may from time to time be authorized by the Board, provided that each such position shall be commensurate with the Executive's standing in the business community as Chairman and Chief Executive Officer of the Company. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Term as a member;Director of the Company or in any other office or position of the Company, or any of its subsidiaries or affiliates, unless the Board shall have specifically approved such additional compensation. (iic) ▇▇▇▇The Executive shall devote the substantial majority of his business time, attention and efforts to his duties hereunder, except when necessary to fulfill his fiduciary obligations as Vice Chairman of American Capital Strategies, Ltd., the managing member emeritus, through an affiliate, of Capital Investors, LLC, the owner and Chairman of B&G ▇▇▇▇▇ shall Corporation and a member of the board of directors of Capital Automotive REIT. The Executive agrees that he will not be employed by any other entity (except to serve as a compensated advisor to American Capital Strategies), or serve as Chairman of the International Division Board, co-Chairman of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election Board, or non-executive Chairman of ▇▇▇▇▇▇▇▇▇ to the Board of Directors any other entity during the term of Bozell Mexicothis Agreement, except as specified in the preceding sentence. The Executive shall diligently perform to the best of his ability all of the duties required of him as Chairman and Chief Executive Officer of the Company, and in the other positions or offices of the Company or its subsidiaries or affiliates required of him hereunder. The Executive shall faithfully adhere to, execute and fulfill all policies established by the Company. Notwithstanding the foregoing provisions of this Section, the Executive may participate in charitable, civic, political, social, trade or other non-profit organizations to the extent such participation does not materially interfere with the performance of his duties hereunder, and may serve as a Mexican corporation non-management director of business corporations (or in which a like capacity in other for-profit organizations) so long as it does not materially interfere with the Corporation owns a minority interest; andExecutive's obligations hereunder. (ivd) ▇▇▇▇▇▇▇▇▇ The Executive shall be provided with an office required to live in the greater Washington, D.C. area in order to perform his duties hereunder. The Executive understands that he will be required to travel from time to time in order to perform his duties hereunder and staff consistent with agrees to undertake such travel as part of his stature and responsibilities duties to the Company under the terms of this Agreement.

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ the Executive shall serve as Chairman the Chief Executive Officer of the Company. The Executive shall (i) undertake such duties and exercise such powers in relation to the Company, or its subsidiaries or affiliates, and their businesses as the board of directors of the Company (the “Board”) shall from time to time assign to or vest in him; provided that the Board shall ensure that such duties and powers shall not conflict with one another; (ii) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directives from time to time made or given by the Board; and (iii) use his most diligent efforts to properly conduct, improve, extend, develop, promote, protect and preserve the business interest, reputation and goodwill of the Company and its subsidiaries and affiliates. The Executive shall report to the Board and shall at all times promptly give to the Board (in writing, if so requested) all such information and explanations as it requires in connection with matters relating to his employment or with the business of the Company or its subsidiaries or affiliates. It shall be part of the normal duties of the Executive Committee at all times to consider in what manner and by what new methods or devices the products, services, processes, equipment or systems of the Corporation Company and such subsidiaries and affiliates might be improved, and promptly to give to the Secretary of the Corporation's subsidiary companies Company full details of any invention or improvement which he may from time to time make or discover in the course of his duties, and to further the interests of the Company and the undertakings of its subsidiaries and affiliates with regard thereto. Any such invention or improvement shall be the property of the Company and the Executive shall take all steps as may be designated necessary and reasonably required by the Board of Directors Company, at the sole expense of the CorporationCompany, under to ensure that the direction Company obtains complete and supervision of the Board of Directors of the Corporation, and shall perform, from time exclusive legal title to time, any such other services, advisory invention or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexicoimprovement. (b) During The Executive shall be a full-time employee of the Period Company and shall devote his full business time and most diligent efforts to the duties required of Full Time Employmenthim in the positions described in this Section 2, ▇▇▇▇▇▇▇▇▇ and in such other positions or offices of the Company or its subsidiaries or affiliates as may be required of him hereunder consistent with such positions. Notwithstanding the foregoing, subject to Section 6, it is understood that Executive’s employment hereunder does not preclude him from (i) shall devote serving in any capacity with any civic, educational or charitable organization, or any trade association, (ii) serving, subject to the reasonable approval of the Board, on additional boards of corporations or similar bodies or (iii) managing his personal, financial and legal affairs, so long as such attention and energy to activities do not individually or in the aggregate materially interfere with the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on pose a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% conflict of the issued and outstanding securities of such companyinterest. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period Term of Full Time Employment, ▇▇▇▇▇▇▇▇▇ the Executive shall serve as Chairman the President and Chief Executive Officer of the Executive Committee Company and shall render such executive, managerial, administrative and other services as are customarily associated with and incident to such positions and as the Company may, from time to time, reasonably require consistent with such positions. All employees of the Corporation Company other than the Company’s Executive Chairman shall report, directly or indirectly, to the Executive as President and Chief Executive Officer and the Executive, as President and Chief Executive Officer, shall have the exclusive authority to hire and fire employees (other than the Company’s Executive Chairman), provided that the terms of any employment or compensation related agreements with any such employees whose annual base compensation is in excess of the Corporation's subsidiary companies as may $200,000 or whose targeted annual compensation or aggregate severance is in excess of $350,000 shall be designated by the Board of Directors of the Corporation, under the direction and supervision subject to approval of the Board of Directors of the CorporationCompany (the “Board”). The Executive shall report to the Board. (b) The Company shall nominate the Executive for election to the Board as soon as practicable following the Commencement Date and throughout the Term of Employment shall (i) nominate him for re-election on each occasion during the Term of Employment when his term as a director is scheduled to expire, (ii) in all proxy and other materials recommend that shareholders vote in favor of Executive’s election as a director, (iii) not directly or indirectly oppose or withdraw support from Executive, and (iv) solicit proxies from shareholders authorizing the named proxy holders to vote in favor of Executive’s candidacy. The Executive shall perform, also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to timetime be authorized by the Board, provided that each such other services, advisory or otherwise, and position shall be commensurate with the Board of Directors of the Corporation Executive’s positions described above. The Executive shall reasonably request, without further not be entitled to any compensation other than that the compensation provided for which provision is made herein for serving during the Term of Employment in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board specifically approves such additional compensation. (c) The Executive shall be a full-time employee of the Company and shall devote his full business time and efforts to the duties required of him in the positions described in this AgreementSection 2, and in such other positions or offices of the Company or its subsidiaries or affiliates as may be required of him hereunder consistent with such positions. Notwithstanding the foregoing provisions of this Section 2(c), the Executive may serve as a non-management director of one or more business or not-for-profit organizations; provided, however, that the Executive may not serve in such capacity with respect to more than two (2) organizations at any one time without the prior written approval of the Board. (d) The principal place Executive will be afforded a reasonable amount of business time after the Commencement Date to assist with the transition of ▇▇▇his successor at ▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, andRubbermaid, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his Executive’s duties and responsibilities hereunder and to promoting and furthering provided that such assistance shall not continue more than thirty days after the interests of the Corporation as may reasonably be required; and (ii) shall not, Commencement Date without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyBoard. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During Employee agrees to continue to serve Employer and, consistent with his position, its subsidiaries faithfully and to the Period best of Full Time Employmenthis ability under the direction of the Board of Directors of Employer, ▇▇▇▇▇devoting his entire business time, energy and skill to his full time employment duties hereunder; provided, that subject to the approval of the Board of Directors of Employer, Employee may serve on the board of directors of companies other than Employer and its subsidiaries. The principal place of employment of Employee shall be at the offices of AAI, which are currently located in ▇▇▇▇ Valley, Maryland. Employee understands and agrees, however, that in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer. (b) The principal duties of Employee shall be to continue to serve as Chairman President and Chief Executive Officer of Employer and AAI and, in such capacity, to render such managerial, administrative and other services to Employer and AAI and their subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the term of this Agreement, the Board of Directors of Employer so determines, in its absolute discretion, to elect Employee to any additional office of Employer or its subsidiaries consistent with his position, or a director of Employer or its subsidiaries, Employee agrees to accept and serve in such office or capacity, for no additional compensation or remuneration. Employee hereby acknowledges that as of the Executive Committee Effective Date, Employee currently serves as a director of the Corporation Employer and Employee shall not be entitled to any additional compensation for such service. If Employee is elected a director of the Corporation's subsidiary companies Employer, he agrees to resign as may be designated a director if so requested by the Board of Directors of Employer, following the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance termination of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in employment by Employer for any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyreason. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties Employee agrees to serve Employer and Extent its subsidiary companies faithfully and to the best of Services during Period his ability under the direction of Full Time -------------------------------------------------------- Employmentthe Board of Directors and President of Employer, devoting his entire business time, energy and skill to his duties hereunder. ---------- (a) During The principal place of employment of Employee shall be at the Period offices of Full Time Employment, ▇▇▇▇▇Employer currently located at Industry Lane in ▇▇▇▇ Valley, Maryland. Employee understands and agrees, however, that in connection with his employment hereunder, he may be required from time to time to travel on behalf of Employer. If the principal place of employment of the Employee shall change prior to the Termination Date because of a change in Employer's or AAI Corporation's offices to a location which is more than 50 miles from the offices presently located at Industry Lane, the Employee shall have the option within 30 days after such change to terminate this Agreement by sending written notice of termination to Employer, and thereupon his employment pursuant to this Agreement shall terminate and Employee shall be entitled to no further payments hereunder, other than (i) for any compensation due pursuant to Section 4 and (ii) the reimbursements pursuant to Section 9 hereof, of any expenses incurred prior to the date of such termination. The principal duties of Employee shall be to serve as Chairman Vice President and General Counsel of Employer and, in such capacity, to render such managerial, administrative and other services to Employer and its subsidiaries as normally are associated with and incident to such positions as Employer from time to time may require of him. If, during the Executive Committee term of the Corporation and such of the Corporation's subsidiary companies as may be designated by this Agreement, the Board of Directors of the CorporationEmployer so determines, under the direction and supervision in its absolute discretion, to elect Employee to any additional office of the Board of Directors of the Corporation, and shall perform, from time to time, such other services, advisory Employer or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to its subsidiary companies consistent with his election to the Board of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will use its best efforts to arrange for his election as Chairman of Bozell Mexico. (b) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy to the performance of his duties hereunder and to promoting and furthering the interests of the Corporation as may reasonably be required; and (ii) shall not, without the express consent of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other business, including without limiting the generality of the foregoing, any advertising, marketing, public relations or promotional business other than that of the Corporationposition, or a director of its subsidiary company of the Corporationcompanies, Employee agrees to accept and he shall do nothing inconsistent with his duties to the Corporation except that he may engage serve in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere office or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit capacity for no additional compensation or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such companyremuneration. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.

Duties and Extent of Services. 3.1 Duties Employee shall be employed as Employer's Managing Director and Extent of Services during Period of Full Time -------------------------------------------------------- Employment. ---------- (a) During the Period of Full Time Employment, ▇▇▇▇▇▇▇▇▇ shall serve as Chairman Chief Operations Officer of the Executive Committee Group Companies Viragen (Europe) and Viragen, Inc. The employee shall also act as Vice President of New Product Development for Viragen Inc. As such, Employee shall, subject to the direction of the Corporation Board, supervise and conduct the Employer's operations and affairs as assigned by the Board, and perform such of the Corporation's subsidiary companies other duties and responsibilities as may be designated assigned to Employee from time to time consistent with such title by the Board including where such duties require Employee to work for any Group Company. Employee accepts that he may be required to perform other tasks or duties outwith the scope of Directors of the Corporation, under the direction and supervision of the Board of Directors of the Corporation, and shall perform, from time his normal duties. Employee agrees to devote sufficient time, such other servicesskill, advisory attention and energy diligently and competently to perform the duties and responsibilities reasonably assigned to him hereunder or otherwise, and the Board of Directors of the Corporation shall reasonably request, without further compensation other than that for which provision is made in this Agreement. The principal place of business of ▇▇▇▇▇▇▇▇▇ shall be the New York metropolitan area. ▇▇▇▇▇▇▇▇▇ shall also serve during the Period of Full Time Employment as Chairman of the International Division of the Corporation, and, subject to his election pursuant hereto to the Board best of Directors of Bozell Mexico, as hereinafter referred to in Paragraph 3.1(c), the Corporation will his abilities. Employee shall use its his best efforts to arrange be loyal and faithful at all times and constantly endeavor to improve his ability and his knowledge of the business of Employer in an effort to increase the value of his services for his election the mutual benefit of Employer and Employee. Employer may at its sole discretion transfer this Agreement or second Employee to any Group Company at any time. Employer reserves the right to suspend all or any of Employee's duties and powers on such terms as Chairman it considers expedient (including a term that Employee shall not attend at Employer's premises) or to require Employee to carry out the duties of Bozell Mexico. (b) During the Period another position of Full Time Employment, ▇▇▇▇▇▇▇▇▇ (i) shall devote such attention and energy equivalent status either in addition to the performance or instead of his duties hereunder as Managing Director of Employer and to promoting and furthering the interests Chief Operations Manager of the Corporation as may reasonably Group Company, Viragen Inc. During any period of suspension, Employee will not be required; and (ii) shall not, without the express consent entitled to work either on his own account or on behalf of the Board of Directors of the Corporation, become directly or indirectly associated with or engaged in any other businessperson, including without limiting the generality of the foregoing, any advertising, marketing, public relations business or promotional business other than that of the Corporation, or a subsidiary company of the Corporation, and he shall do nothing inconsistent with his duties to the Corporation except that he may engage in business activities in connection with the investment of his personal assets and such other minimal business activities which shall not interfere or conflict with the performance by ▇▇▇▇▇▇▇▇▇ of his duties and obligations under this Agreement. Nothing contained herein shall be deemed to prohibit or restrict ▇▇▇▇▇▇▇▇▇ from owning shares or otherwise investing in any advertising, marketing, public relations or promotional company whose securities are listed on a national securities exchange or actively traded in the over-the-counter market so long as ▇▇▇▇▇▇▇▇▇'▇ holdings do not exceed more than 1% of the issued and outstanding securities of such company. (c) During the Period of Full Time Employ Employment: (i) ▇▇▇▇▇▇▇▇▇ shall be elected as a member of the Board of Directors of the Corporation and of any committees thereof of which he is currently a member; (ii) ▇▇▇▇▇▇▇▇▇ shall serve as Chairman of the International Division of the Corporation; (iii) the Corporation shall use its best efforts to arrange for the election of ▇▇▇▇▇▇▇▇▇ to the Board of Directors of Bozell Mexico, a Mexican corporation in which the Corporation owns a minority interest; and (iv) ▇▇▇▇▇▇▇▇▇ shall be provided with an office and staff consistent with his stature and responsibilities under this Agreement.