As Consultant. For a period of five (5) months after December 31, 2004, Executive shall perform not less than three hundred (300) hours of consulting services for the Company, PrimeWood, Inc. ("PrimeWood"), Brentwood Acquisition Corp. ("Brentwood") and any other direct or indirect subsidiaries of the Company (PrimeWood, Brentwood and all of the other subsidiaries of the Company being hereinafter collectively referred to as the "Affiliates"). Such services shall be performed at such times and on such projects as may be specified from time to time by the Chief Executive Officer of the Company. Executive shall be compensated for such consulting services at the rate of $125.00 per hour. The consulting arrangement may be renewed or extended on such terms as may be agreed upon by Executive and the Company in writing. In the event Executive shall not have received a severance payment provided for in Section 10(a)(ii) or (iii) and in the event Executive shall not have been given a reasonable opportunity to perform at least 300 hours of consulting services for the Company prior to May 31, 2005, the Company shall pay Executive the difference between $37,500 and the amount of any consulting fees theretofore paid by the Company to Executive pursuant to this Section 2(b), which payments shall be made not later than May 31, 2005.
As Consultant. During the Consulting Term (as defined below), the Company agrees to employ the Executive as a consultant upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment, to resign his officer and director positions with the Company, if any, and to serve as a consultant. As a consultant, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the CEO. In such capacity, the Executive shall report to the CEO and shall have such powers and responsibilities consistent with his position as may be assigned. Throughout the Consulting Term, the Executive shall devote his best efforts and a minimum of 500 hours of consulting services to the business and affairs of the Company.