Contractual Nature. The provisions of this [Article VI] shall continue in effect as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person. This [Article VI] shall be deemed to be a contract between the Company and each person who, at any time that this [Article VI] is in effect, serves or served in any capacity which entitles him or her to indemnification hereunder and any repeal or other modification of this [Article VI] or any repeal or modification of the Act, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is an Indemnified Person, or advancement of expenses in connection with such Proceedings, then existing or arising out of events, acts or omissions occurring prior to such repeal or modification, including without limitation, the right to indemnification for Proceedings, and advancement of expenses with respect to such Proceedings, commenced after such repeal or modification to enforce this [Article VI] with regard to Proceedings arising out of acts, omissions or events arising prior to such repeal or modification.

Binding Nature. It is understood that this Letter of Intent, (including the Schedules attached hereto and incorporated herein), constitutes a binding statement of our mutual intentions, but may not contain all matters upon which agreement must be reached for the Acquisition to be consummated, and therefore, the Closing of the proposed Acquisition will occur only after the execution of the definitive Acquisition Documents, subject to the conditions expressed therein.

Binding Nature. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns.

The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

Outgoings means all present and future rates taxes duties charges assessments impositions and outgoings (whether or not of a capital or nonrecurring nature and including any of a novel nature);

Transitional Duties. If requested by the Board and agreed to by the Executive, Executive shall complete such reasonable transitional duties as the Board may request during a period of up to thirty (30) days after the Date of Termination (or longer, as mutually agreed by the parties) for which the Company shall pay Executive an hourly consulting fee (based upon Executive’s most recent Annual Base Salary) for such transitional services under this [Section 7(g)].

General Duties. As Chief Executive Officer of the Company, Employee will have general responsibility for the overall activities of the Company and such other powers and duties customary to such position. Employee shall perform her duties and obligations hereunder diligently, faithfully and completely, and with Employee’s application of her abilities, skills and judgment and in accordance with ethical and professional standards. More specifically as described in the Job Description attached.

No Duties. The parties hereto acknowledge and agree that the Securities Intermediary shall not have any additional duties under this Agreement other than those expressly set forth in this [Section 8.01], and the Securities Intermediary shall satisfy those duties expressly set forth in

Executive shall render to the very best of Executive's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.

Executive shall perform his duties and responsibilities as Company President and CEO within the framework of the vision, mission, and core values of Company, as well as the Articles of incorporation and Bylaws, of Company. In such capacity, Executive shall exercise general supervisory responsibility and management authority over Company and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by Company Board of Directors. As part of his duties, Executive shall be responsible for the hiring and discharge of all Company personnel and contractors, either directly or through his designees