Common use of Office and Duties Clause in Contracts

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executive.

Office and Duties. The Executive During the Term of this Employment Agreement and while employed by the Employer, the Employee shall hold the following positions and perform the following duties relating to the Employer's businesses and operations during the following respective periods (except to the extent otherwise agreed to in writing by the Employee, the Management Committee and the Manager Member): (A) During the first six months immediately following the Closing Date (consistent with his current level of active devotion to his duties at FAI and FAID), the Employee shall be employed as the Chief Executive Officer of the Employer and the Chairman of its Management Committee (and shall hold the same officer positions at the DE LLC but shall not be an executive officer employee of OnLine Power Supply, Inc., ("OPS"the DE LLC), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position and shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday working time during such period to those duties and energy shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates; (B) During the four and one-half year period immediately following the period described in clause (A) of this Section 2, the Employee shall be employed by the Employer as the Chairman of its Management Committee (and shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on an active basis (but shall no longer be the Chief Executive Officer of the Employer or the DE LLC), and shall devote substantially all of his working time during such period to such duties as Chairman of the Management Committee of the Employer and the DE LLC (which, by way of illustration and not of limitation, shall include periodic attendance at client meetings, attendance at fund board meetings and interviews and other public appearances representing the Company, all consistent with levels of activity prior to the date hereof), and shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates; PROVIDED, HOWEVER, that the Employee may request at any time after the third anniversary of the Closing Date to continue his employment with the Employer as Chairman of the Management Committee on a semi-active basis (with a concurrent reduction in his level of activities as Chairman of the Management Committee of the DE LLC) and, upon the written agreement of the Manager Member in its sole discretion that it is appropriate for the Employee to proceed to the level of responsibility described in clause (C) of this Section 2, the Employee's duties and responsibilities shall be governed during the remainder of the Term of this Agreement (and thereafter while employed by the Employer) by clause (C) of this Section 2; and (C) From and after the end of the period described in clause (B) of this Section 2 and for the remainder of the Term of this Agreement (and thereafter while employed by the Employer), the Employee shall be employed by the Employer as the Chairman of its Management Committee (and shall hold the same officer position at the DE LLC but shall not be an employee of the DE LLC) on a semi-active basis, and shall devote at least a majority of his working time during such period to those duties (provided that no specific number of hours shall be required, so long as his time devoted to the business is appropriate in light of his duties) and shall, to the best of his ability, perform those duties in a manner which will further the business and interests of the Employer, the DE LLC and their respective Controlled Affiliates. During the Term of this Employment Agreement (and thereafter while employed by the Employer), the Employee shall be permitted to serve as a member of the board of directors of charitable organizations and private or public companies only if, after notifying AMG of his intent to serve in any such capacity (which notification may be made by telephonic or other reasonable means, provided it is communicated to a member of the senior management of AMG), AMG has not, within five (5) business days after its receipt of such notification, made a Reasonable Objection to such service. A "Reasonable Objection" shall exist if (and only if) such board service (i) would, individually or in the aggregate with the Employee's existing duties in any other similar capacities, materially interfere with the performance of the Employee's duties and responsibilities to the Employer and its Affiliates as described in clauses (A), (B) or (C) above (as applicable), (ii) would conflict (or create the appearance of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete conflict) with the Company business of the Employer, AMG or its subsidiariestheir respective Affiliates, or create the appearance of either full-time involvement with other endeavors or a lack of involvement with the business of the Employer and its Affiliates, (iii) is for or on behalf of an entity that competes with the business of the Employer, AMG or their respective Affiliates or (iv) would otherwise are be materially harmful to the Employer, AMG or their respective Affiliates. The Employee agrees that the Employee will travel to whatever extent is reasonably necessary in violation the conduct of this Agreementthe Employer's business, and he may render services for such other will otherwise work at the principal business interestsoffices of the Employer in Delaware, provided such service does not prevent Executive from performing his duties under this AgreementWyoming and Arizona (subject to telecommuting on a reasonable basis and consistent with the past practices of the Employer and its predecessors). The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company Manager Member and the Executive Employer agree that the Company cannot proceed 122 further with such exploitation, then Employee shall be an "Eligible Person" within the Company shall assign meaning of the rights to LLC Agreement and the Other Inventions back to DE LLC Agreement for so long as he is employed by the ExecutiveEmployer in any of the capacities described in this Section 2 (including without limitation as the semi-active Chairman of the Management Committee).

Office and Duties. The Executive shall be Employee is hereby employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as President and Chief Executive Officer of the date Company and each of this Agreement is a the Company’s subsidiaries (the Company’s subsidiaries, the Employer and the Employer’s subsidiaries are, collectively, the “Employer Group”) and shall serve as Chairman of the Company’s Board of Directors (the “Board”) and the Board of Directors of each subsidiary corporation of the Company. At In addition, Employee shall serve as Chief Executive Officer of the Parent, and the Parent and the board of directors of the Parent (the “Parent Board”) shall take all commercially reasonable efforts (including without limitation nominating Employee) so that Employee is a director and the Chairman of the Parent Board. In such time as capacity, Employee shall (a) report to the Company changes its name to "OnLine Power SupplyParent Board, Inc." (b) oversee the Executive's position shall continue to be Vice-President-Engineering, Research recruitment and Development hiring of staff and executive personnel for the CompanyEmployer Group, with primary duties in (c) subject to the power supply division. The Executive shall have the duties specified in the Bylaws direction and control of the CompanyParent Board, supervise all business activities and affairs of the Employer Group, and (d) perform such other duties as may be lawfully reasonably assigned by the Parent Board of Directors, either directly or through his supervisorconsistent with the Employee’s position. The Company hiring of all officers and senior level management within the Employer Group (which shall include presidents and principal financial officers of the Employer Group and each of its principal business units) shall be recommended by Employee, and, if so approved by the Parent Board, Employee shall make all offers of employment to such Employer Group personnel. Employee shall use Employee’s best efforts and abilities on a full business time basis in the performance of Employee’s duties hereunder and shall not be actively involved in any other trade or business (as an employee or in any other capacity); provided, that, so long as such activities do not materially interfere with Employee’s performance of Employee’s duties and responsibilities under this Agreement, Employee may reassign the Executive continue to serve in other divisions or for other subsidiaries, consistent with his abilities and a non-executive capacity on the needs board of directors of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his position. Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and entities previously disclosed to the Company Parent Board and on any other board of directors approved in advance by the ExecutiveBoard. If Employee agrees to serve as a member of the Company decides board or as an officer of any direct or indirect affiliate of the Employer at no additional compensation to take up and exploit such Other InventionsEmployee. Employee agrees that Employee’s duties shall be performed substantially at the Company’s principal place of business in Stamford, the Company shall thereafter own any and all intellectual rights to it or them forever, Connecticut; provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period Employee acknowledges that performance of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after Employee’s duties will require a reasonable period amount of time, travel in view of the Company and the Executive agree fact that the Company canCompany’s main operations are not proceed 122 further with such exploitationlocated in Greenwich, then the Company shall assign the rights to the Other Inventions back to the ExecutiveConnecticut.

Office and Duties. The (a) Employee initially shall serve as Executive Vice President of Company and Divisional Chief Executive Officer of Company's Technology Based Outsourcing Division (the "Division"). In such capacity, Employee shall render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of and in accordance with the policies set by the Board. Employee will be responsible for and provide senior management services relating to the debt collection and professional financial services and related marketing of the services of Company and ongoing senior management services relating to all aspects of Company's general administration. In addition, Employee will render such other executive services and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries thereof (collectively, with Company, the "NCO Group") as the Boards of Directors of the members of the NCO Group may from time to time reasonably request of Employee. Employee may, in addition, hold such offices with the NCO Group which may from time to time be offered to Employee. Employee's authority shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as subject at all times to the direction and control of the date Chief Executive Officer of this Agreement is a subsidiary corporation Company and the Boards of Directors of Company and the other members of the Company. At such time NCO Group and to the Boards' discretion to determine the policies of the NCO Group. (b) For as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position long as Employee shall continue to be Vice-President-Engineering, Research and Development for the remain an employee of Company, with primary duties in the power supply division. The Executive Employee's entire working time, energy, skill and best efforts shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy devoted to the performance of Employee's duties hereunder in a manner which will faithfully and diligently further the duties business and interests of his positionCompany. Notwithstanding the aboveEmployee may engage in charitable, Executive shall be permitted to have interests in other businesses civic, fraternal, trade and professional association activities that do not compete interfere with the Employee's obligations to Company, but Employee shall not be employed by any other for-profit business without prior written consent of Board, which shall not be unreasonably withheld. (c) Employee's services will be conducted at Company's headquarters in Ramsey, New Jersey and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company or its subsidiaries, or otherwise are in violation of this Agreementto relocate his principal residence without his consent, and he may render shall not be required to perform services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company in any location that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executive.greater

Office and Duties. The (a) Employee initially shall serve as Executive Vice President of NCO and Divisional Chief Executive Officer of Company's Commercial Services Division (the "Division"). In such capacity, Employee shall render such services as are necessary and desirable to protect and advance the best interests of NCO and Company, acting, in all instances, under the supervision of and in accordance with the policies set by the Board. Employee will be responsible for and provide senior management services relating to the commercial accounts collection and professional financial services and related marketing of the services of Company and ongoing senior management services relating to all aspects of Company's general administration. In addition, Employee will render such other executive services and perform such other executive duties for Company and NCO and its direct and indirect wholly owned Subsidiaries thereof as the Boards of Directors of NCO and/or Company may from time to time reasonably request of Employee. Employee may, in addition, hold such offices with NCO or Company which may from time to time be offered to Employee. Employee's authority shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as subject at all times to the direction and control of the date Chief Executive Officer and the Boards of this Agreement is a subsidiary corporation Directors of Company and NCO and to the Company. At such time Boards' discretion to determine the policies of Company and NCO. (b) For as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position long as Employee shall continue to be Vice-President-Engineering, Research and Development for the remain an employee of Company, with primary duties in the power supply division. The Executive Employee's entire working time, energy, skill and best efforts shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy devoted to the performance of Employee's duties hereunder in a manner which will faithfully and diligently further the duties business and interests of his positionCompany. Notwithstanding the aboveEmployee may engage in charitable, Executive shall be permitted to have interests in other businesses civic, fraternal, trade and professional association activities that do not compete interfere with the Employee's obligations to Company, but Employee shall not be employed by any other for-profit business without prior written consent of Board, which shall not be unreasonably withheld. (c) Employee's services will be conducted at Company's headquarters in New Orleans, Louisiana area and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company or its subsidiaries, or otherwise are in violation of this Agreementto relocate his principal residence without his consent, and he may render shall not be required to perform services for such other in any location that is greater than fifty (50) miles from his principal residence, except in the course of normal daily business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executivetravel.

Office and Duties. The (a) Employee shall serve as Executive Vice President and Division Manager of Company's Healthcare Division (the "Division"). In such capacity, Employee shall be employed as an executive officer of OnLine Power Supplyresponsible for the Division's revenue attainment, Inc., ("OPS"), which as including supervision of the date Division's sales force and perform sales and marketing services as well overseeing the Division's operations. As the Division's Manager, Employee shall manage the Division's transition to a new platform. Employee shall also render such services as are necessary and desirable to protect and advance the best interests of this Agreement is a subsidiary corporation Company, acting, in all instances, under the supervision of the CompanyChief Executive Officer and Chief Operating Officer of Company and in accordance with the policies set by them. At In addition, Employee will render such time other services and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries and affiliates as the Chief Executive Officer of Company changes its name may from time to "OnLine Power Supplytime reasonably request of Employee. Employee may, Inc." in addition, hold such offices with Company which may from time to time be offered to Employee. Employee's authority shall be subject at all times to the Executive's position direction and control of the Chief Executive Officer and Chief Operating Officer of Company and to such Officers' discretion to determine the policies of Company. (b) For as long as Employee shall continue to be Vice-President-Engineering, Research and Development for the remain an employee of Company, with primary duties in the power supply division. The Executive Employee's entire working time, energy, skill and best efforts shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy devoted to the performance of Employee's duties hereunder in a manner which will faithfully and diligently further the duties business and interests of his positionCompany. Notwithstanding the aboveEmployee may engage in charitable, Executive civic, fraternal, trade and professional association activities that do not interfere with Employee's obligations to Company, but Employee shall not be employed by or receive any remuneration from any other for-profit business without prior written consent of Company, which may be withheld for any reason whatsoever. The foregoing notwithstanding, Employee shall be permitted to have interests provide general financial consulting services to third parties regarding lending and investment transactions ("Consulting Services") provided that such Consulting Services are fully disclosed to and approved by Company as not being in other businesses that do not compete conflict with the Company or its subsidiaries, or otherwise are in violation of this Agreement(i) Employee's fiduciary obligations to Company, and he may render services for such other (ii) Company's business interests, provided such service does and which Consulting Services are not prevent Executive from performing deemed to be a part of Employee's job responsibilities hereunder and do not interfere with Employee ability to perform his duties under this Agreement. The Executive agrees with as the Division's Manager. (c) Employee's services will be conducted at Company's offices in the Fort Washington, Pennsylvania area and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company to relocate his principal residence without his consent, and shall not be required to perform services in any location that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with othersis greater than fifty (50) miles from his principal residence, during except in the term course of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executivenormal daily business travel.

Office and Duties. The Executive (a) During the Term of this Employment Agreement, the Employee shall hold such positions and perform such duties relating to the Employer's businesses and operations as may from time to time be employed as an executive officer assigned to him in accordance with the provisions of OnLine Power Supply, Inc., ("OPS"), which as Article III of the date LLC Agreement. During the Term of this Employment Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned while employed by the Board of DirectorsEmployer, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to Employee shall devote substantially all of his normal workday working time to his duties hereunder and energy shall, to the performance best of his ability, perform such duties in a manner which will further the business and interests of the duties Employer. If the Company (as a third party beneficiary of his positionthis Agreement) reasonably believes that the Employee has breached the foregoing obligation, it shall provide written notice of such breach to the Employer and within three (3) business days of such notice, the Management Committee (excluding the Person whose termination is being considered) of the Employer shall determine whether it concurs in the determination that the Employee has breached such provision. Notwithstanding If the aboveManagement Committee disagrees with the Company, Executive then the Management Committee shall provide written notice of such disagreement to the Company within three (3) business days of its determination and, if the Company so notifies the Employer within three (3) business days after notice of such agreement, then such issue shall be permitted to have interests finally determined by binding arbitration in other businesses that do not compete accordance with the Company or its subsidiaries, or otherwise are in violation provisions of Section 11 of this Agreement, and he may render services for provided, that such other business interests, provided such service does not prevent Executive arbitration shall take place no later than fourteen (14) days following the receipt by the Management Committee of written notice from performing his duties under this Agreement. The Executive agrees with the Company that the Company desires to submit such issue to arbitration, and a final decision with respect to such issue shall be issued within five (5) business days after such arbitration. During the longer of the Term of this Employment Agreement or while Employee is employed by or acting as a consultant (or in any similar capacity) to the Employer or any of its Affiliates, the Employee shall not engage (i) in any Prohibited Competition Activity; (ii) interfere with the relations of the Employer or any of its Controlled Affiliates with any person or entity who at any time during such period was a Client (which means Past, Present, and all inventions Potential Clients, as defined below); or designs (iii) solicit or improvements induce or attempt to electronic solicit or electrical devices induce, directly or systems which indirectly, any employee or agent of or consultant (or person acting in any similar capacity) to the Employer to terminate its, his or her relationship therewith. The Employee agrees that he creates alone or will travel to whatever extent is reasonably necessary in the conduct of the Employer's business. (b) At any time after the anniversary of the date hereof, the Employee may elect, with othersthe written consent of the Management Committee in its sole discretion, to reduce (but not to zero) the amount of time devoted to his duties hereunder, including without limitation reduction of travel time. (c) Except as provided in the LLC Agreement, during the term Term of this Agreement (hereafterand while employed by the Employer, the Employee shall not, directly or indirectly, solicit the business of any Past, Present, or Potential Clients except on behalf and for the benefit of the Employer, or pursue any other business activity, including, without limitation, serving as an officer, director, employee, agent or adviser to any business entity other than the Employer, without the Employer's prior written consent. (d) Notwithstanding the provisions of this Section 2, the Employee may engage in investing for his personal account if each such investment is made in accordance with the Code of Ethics of the LLC. (e) The terms "OTHER INVENTIONSClient" or ")Client List" when used herein shall include all Past, Present, and Potential Clients, subject to the following general rules: (i) with respect to each such Client, the term shall also include any persons or entities which are known to the Employee to be Affiliates of such Client or persons who are members of the Immediate Family of such Client or any of its Affiliates; and (ii) with respect to so-called "wrap programs," both the sponsor of the program and the underlying participants in the program (or clients who have selected the Company or a Controlled Affiliate under their contract with the sponsor) shall be presented included as Clients. Past, Present and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions Potential Clients shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executive.be defined as follows:

Office and Duties. The (a) Employee initially shall serve as Executive Vice President of Company and Divisional Chief Executive Officer of Company's Technology Based Outsourcing Division (the "Division"). In such capacity, Employee shall render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the supervision of and in accordance with the policies set by the Board. Employee will be responsible for and provide senior management services relating to the debt collection and professional financial services and related marketing of the services of Company and ongoing senior management services relating to all aspects of Company's general administration. In addition, Employee will render such other executive services and perform such other executive duties for Company and its direct and indirect wholly owned Subsidiaries thereof (collectively, with Company, the "NCO Group") as the Boards of Directors of the members of the NCO Group may from time to time reasonably request of Employee. Employee may, in addition, hold such offices with the NCO Group which may from time to time be offered to Employee. Employee's authority shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as subject at all times to the direction and control of the date Chief Executive Officer of this Agreement is a subsidiary corporation Company and the Boards of Directors of Company and the other members of the Company. At such time NCO Group and to the Boards' discretion to determine the policies of the NCO Group. (b) For as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position long as Employee shall continue to be Vice-President-Engineering, Research and Development for the remain an employee of Company, with primary duties in the power supply division. The Executive Employee's entire working time, energy, skill and best efforts shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy devoted to the performance of Employee's duties hereunder in a manner which will faithfully and diligently further the duties business and interests of his positionCompany. Notwithstanding the aboveEmployee may engage in charitable, Executive shall be permitted to have interests in other businesses civic, fraternal, trade and professional association activities that do not compete interfere with the Employee's obligations to Company, but Employee shall not be employed by any other for-profit business without prior written consent of Board, which shall not be unreasonably withheld. (c) Employee's services will be conducted at Company's headquarters in Ramsey, New Jersey and at such other places as Employee's duties may require; provided however, that Employee shall not be required by Company or its subsidiaries, or otherwise are in violation of this Agreementto relocate his principal residence without his consent, and he may render shall not be required to perform services for such other in any location that is greater than fifty (50) miles from his principal residence, except in the course of normal daily business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executivetravel.

Office and Duties. The Executive shall be employed as an executive officer of OnLine Power Supply, Inc., ("OPS"), which as of the date of this Agreement is a subsidiary corporation of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research and Development for the Company, with primary duties in the power supply division. The Executive shall have the duties specified in the Bylaws of the Company, and such duties as may be lawfully assigned by the Board of Directors, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, consistent with his abilities and the needs of the Company. The Company reserves the right to designate his place of work. Executive agrees to devote substantially all of his normal workday time and energy to the performance of the duties of his positionposition . Notwithstanding the above, Executive shall be permitted to have interests in other businesses that do not compete with the Company or its subsidiaries, or otherwise are in violation of this Agreement, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONSOther Inventions"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the Executive.

Office and Duties. The Executive (a) During the Term or any Renewal Term, as defined herein, of this Agreement, ▇▇▇▇▇▇▇ shall be employed serve as an executive officer Managing Director of OnLine Power Supply, Inc., the National Wholesale Residential Mortgage Division (the "OPSNational Wholesale Division"), which and shall report directly to the Chief Executive Officer ("CEO") of ABFS and be subject to his supervision, control and direction. (b) In his capacity as Managing Director of the date of this Agreement is a subsidiary corporation National Wholesale Division, ▇▇▇▇▇▇▇ shall serve as the chief operating officer of the Company. At such time as the Company changes its name to "OnLine Power Supply, Inc." the Executive's position shall continue to be Vice-President-Engineering, Research National Wholesale Division and Development for the Company, with primary duties in the power supply division. The Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to, and consistent with that position, including but not limited to its operations, product development, pricing, entering into sales contracts and determining commission structure for sales employees and agents with respect to mortgage and home equity loans originated by the duties specified in National Wholesale Division, subject to the Bylaws authority, direction and approval of the CompanyCEO of ABFS. ▇▇▇▇▇▇▇ shall also be a member of the Credit Policy Committee. As such, ▇▇▇▇▇▇▇ shall make recommendations to the Credit Policy Committee which will not unreasonably be denied by said Committee. ▇▇▇▇▇▇▇ shall perform such additional duties and such duties responsibilities as may be lawfully assigned to him from time to time by the CEO of ABFS or the Board of DirectorsDirectors of ABFS, either directly or through his supervisor. The Company may reassign the Executive to serve in other divisions or for other subsidiaries, provided that such additional duties are consistent with his abilities the position as described and the needs do not interfere with ▇▇▇▇▇▇▇'▇ performing those duties or earning any of the Company. The Company reserves compensation described below. (c) ▇▇▇▇▇▇▇ shall render his services diligently, faithfully and to the right to designate best of his place of work. Executive agrees to ability, and shall devote substantially all of his normal workday time working time, energy, skill and energy best efforts to the performance of his duties hereunder, in a manner that will further the business and interests of ABFS. During the Term or any Renewal Term of this Agreement, as defined herein, ▇▇▇▇▇▇▇ shall not be engaged in any business activity which, in the reasonable judgment of the CEO of ABFS or Board of Directors of ABFS, conflicts with ▇▇▇▇▇▇▇'▇ duties of his positionhereunder, whether or not such activity is pursued for pecuniary advantage. Notwithstanding the above, Executive shall be permitted to have interests ▇▇▇▇▇▇▇ may engage in personal investment activities during ABFS's regular business hours and at other businesses that times, as long as those activities do not compete interfere with the Company or its subsidiariesperformance of ▇▇▇▇▇▇▇'▇ duties to ABFS. (d) ▇▇▇▇▇▇▇ shall work out of ABFS's corporate headquarters office located at the ▇▇▇▇▇▇▇▇▇ Building, 100 Penn Square East, Philadelphia, Pennsylvania ("Corporate Headquarters"). (e) During the first year of employment, ▇▇▇▇▇▇▇ will spend one week per month working in California to assist in the development of the California office, and any additional time during that first year, or otherwise are in violation of this Agreementany time after the first year, and he may render services for such other business interests, provided such service does not prevent Executive from performing his duties under this Agreement. The Executive agrees with the Company that any and all inventions or designs or improvements to electronic or electrical devices or systems which he creates alone or with others, during the term of this Agreement (hereafter, the "OTHER INVENTIONS"), shall be presented and disclosed first to the Company, for its decision to take up and exploit the Other Inventions even if it is or they are outside of the line of products then being worked on as mutually agreed upon by any employees or consultants to the Company. The Executive agrees with the Company that any and all intellectual rights to such Other Inventions shall belong exclusively to the Company, until it is or they are presented and disclosed to the Company by the Executive. If the Company decides to take up and exploit such Other Inventions, the Company shall thereafter own any and all intellectual rights to it or them forever, provided that the Company proceeds in good faith and uses its best efforts to exploit it or them. The Company shall make its decision in a commercially reasonable period of time, not to exceed six months after full presentation and disclosure to the Company by the Executive. If after a reasonable period of time, the Company ▇▇▇▇▇▇▇ and the Executive agree that the Company cannot proceed 122 further with such exploitation, then the Company shall assign the rights to the Other Inventions back to the ExecutiveCEO of ABFS or his designee.