Termination of Consulting Services. The Company may terminate this Agreement at any time for cause which shall be limited to either # the conviction of Consultant of a felony which has a substantial effect on the Company’s business or reputation, # the continual and repeated failure of Consultant to perform the services required of him hereunder, after written notice of the alleged failures and an opportunity to cure has been given, or # a breach by Consultant of the Severance Agreement or any other agreement between Consultant and Company or its affiliates. Consultant may only terminate this Agreement due to a material breach hereof by Company.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on Exhibit A hereto, subject to the termination of this Agreement in accordance with Section 7. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

No Impediments to Providing Consulting Services. CONSULTANT represents that CONSULTANT is not party to any agreement with any individual or business entity, including any relating to protection of alleged trade secrets or confidential business information that would prevent CONSULTANT from providing the Services or that would be violated by the providing of the Services.

Consulting Term. The Company and Executive agree as of the Effective Date of this Agreement and through the Start Date (as defined below) (the “Consulting Term”), Executive will provide consulting services (the “Consulting Services”) to the Company as an independent contractor. Executive has the right to control and direct the place, means, manner, and method by which the Consulting Services will be performed. Executive shall select the days of the Consulting Services, starting and quitting times, and order in which the Consulting Services are performed. Executive agrees that such Consulting Services constitute significantly less services than Executive would otherwise be required to perform if regularly employed by the Company.

SERVICES- The Consultant hereby agrees to provide consulting services (the "Consulting Services") to the Company and to act as President of the Company. The Consultant hereby accepts the following duties and responsibilities to the Company as part of Consulting Services:

Consulting Fees. The Consulting Fees for the Consultant’s services shall be paid at the rate of $245 per hour. Consultant shall provide a written invoice on a bi-weekly basis, setting forth a description of the work performed and the associated hours.

Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars ($250,000) per annum, payable Thirty-three thousand, three-hundred and thirty-three dollars ($20,833.33) per month.

Consulting Period. Effective as of the day immediately following the Retirement Date and through December 31, 2024 (such period, the “Consulting Period” and such date, the “Consulting Period Termination Date”), Executive shall # assist with the onboarding of the Successor Chief Executive Officer, # assist with the transition of the roles, responsibilities and duties of the chief executive officer of the Company to the Successor Chief Executive Officer, # assist with key client management, and # provide any other transition services and support to the Successor Chief Executive Officer and the Company as mutually agreed by the Board of Directors of the Company (the “Board”), the Successor Chief Executive Officer and Executive (the “Consulting Services”).

CONSULTING AGREEMENT. If you timely sign this Agreement and allow it to become effective, then the Company will engage you as a consultant under the terms set forth below.

The Services Provider provides consulting and management services in the same field.