Common use of Consulting Services Clause in Contracts

Consulting Services. The client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. (a) The client hereby Company retains Consultant to provide the Consultant as an independent consultant following consulting services (the "Consulting Services") to the Client Company: (i) Assist the Company in formulating, developing and executing a strategic business plan. (ii) Assist the Consultant hereby accepts Company effecting the clinical evaluation of its products. (iii) Assist in developing a brand identity and agrees to such retention. It is acknowledged marketing strategy for Company products, including the identifying, developing and agreed by the Client that Consultant carries no professional licensesassessing of distribution channels, including mainstream physicians, and is not rendering formulating a Company identity and message to be communicated to investors, physicians, researchers, patients, and other constituencies. (iv) Advise the Company with respect to high level legal advice or performing accounting servicesand regulatory issues, nor acting as an investment advisor or brokerage/dealer within including strategies for the meaning protection of Company intellectual property. (v) Facilitate introductions to leading physicians and other prominent healthcare industry professionals, including the applicable state and federal securities laws. The services recruiting of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees highly qualified individuals to serve as Representative to provide and/or perform members of the followingScientific Advisory Board. (vi) Assist in the design, hereafter collectively referred to development and implementation of a lifestyle and compliance program. (vii) Assist the Company in identifying and assessing opportunities for capital formation. (viii) Appear at and participate in medical conferences, meetings, conference calls, or other corporate promotional functions. (ix) Perform such additional services as the “Services”: A. Complete an analysis of DSE’s business Company and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriateConsultant may agree upon. B. Work (b) In performing the duties required under this Agreement, Consultant, at all times shall exercise his professional independent judgment, based on his training, experience and expertise. Consultant shall at all times comply with DSE, its counsel the ethical rules and opinions of the professional organizations of which he is a member. If any conflict arises between Consultant's duties hereunder and Consultant's ethical or other representatives contractual obligations, Consultant shall immediately bring the matter to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation attention of the companychief executive officer, president or chairman of the board of directors of the Company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT (c) Consultant shall devote such time and effort, as it deems commercially reasonable and adequate under is reasonably required to perform the circumstances to Consulting Services. (d) Consultant shall provide the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which Consulting Services at such locations as may be rendered hereunder without DSE providing necessary or desirable to perform such Consulting Services effectively. (e) Consultant and Company presently believe that effective performance will require Consultant to visit the necessary information in writing prior thereto, nor shall DSE include any services that constitute Company's offices at least every other month during the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisTerm.

Consulting Services. The client ER hereby retains Consultant, and Consultant hereby agrees to provide consulting services to ER for the Consultant Term (as an independent consultant defined in SECTION 1.5 below), upon the terms and subject to the Client conditions hereinafter set forth. Consultant is hereby engaged as general consultant and advisor to ER and will provide such consultation and advice as ER may reasonably request. Without limiting the generality of the foregoing, Consultant hereby accepts agrees (and shall cause its directors, officers, employees and agents to agree) to (a) use its (or their) reasonable efforts to promote the interests of ER (b) use its (or their) best efforts to procure "Relationships" for ER in the manner provided in SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a potential "Relationship"; and (d) review and comment on new marketing strategies, products and services for ER. Consultant (and its directors, officers, employees and agents) shall have no authority or power to (i) bind or commit ER to agreements of any kind; (ii) incur any debt, obligation or liability or enter into any contract or commitment on behalf of ER; or (iii) alter, amend, terminate or otherwise change any sales order, contract or other document issued by ER. Consultant shall (and shall cause its directors, officers, employees and agents to) faithfully and diligently perform its duties and responsibilities hereunder in a good and businesslike manner including, without limitation (a) providing supplier contact names; (b) providing the names and details of contacts met at trade shows and other events; (c) promptly responding to phone messages and emails; and (d) keeping ER informed of the status of its discussions with potential Relationships and other activities. As and when requested by ER, Consultant shall provide a written report detailing its efforts with respect to the services provided to ER pursuant to this Agreement. Consultant agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licensescomply with, and is not rendering legal advice or performing accounting servicesbe bound by, nor acting as an investment advisor or brokerage/dealer within the meaning operational policies, procedures and practices of the applicable state and federal securities lawsER in effect from time to time. The services of Consultant shall not be Exclusive nor entitled to any additional benefits or monetary or non-monetary compensation for services rendered to ER except as expressly provided herein. Any agents engaged or alleged to be engaged by Consultant are at its own risk, expense and supervision and shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the followinghave no claim against ER for salaries, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel commissions or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the companyexpenses. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. 1.01 The client hereby retains Consultant agrees to be available to the Corporation to provide consulting services in the field of professional financial services at the call of the Corporation. 1.02 This Agreement shall remain in full force and effect from the date of this agreement for a term of two years thereafter, subject to earlier termination as hereinafter provided, with the said term being capable of extension by mutual written agreement of the parties hereto. 1.03 The Services to be provided hereunder to the Corporation by the Consultant as an independent consultant to shall be provided by the Client and the Consultant hereby accepts and agrees to such retentionConsultant. It is agreed and acknowledged that the Consultant will from time to time provide other services and conduct other business activities to other persons, firms and corporations, and the obligation to provide consulting services under this Agreement shall be non-exclusive. 1.04 The Consultant shall act in accordance with any policy of and carry out any reasonable instructions of the Board of Directors of the Corporation if called upon to provide Services. The Consultant acknowledges that such policies and instructions may limit, restrict or remove any power or discretion which might otherwise have been exercised by the Consultant. 1.05 In consideration for the Services which may be required by the Corporation, the Consultant and the Corporation shall pay to the Consultant fees as shall be determined and negotiated between the parties at the time of the Corporation calling upon the Consultant to provide the Services, to be paid in accordance with the terms then negotiated between the parties. 1.06 In consideration of the Consultant agreeing to be available to provide consulting services under the terms of this Agreement, it is agreed that the Corporation, in the event of it becoming, or acquiring by merger or otherwise, a corporation trading its shares to the public, shall obtain and provide to the Consultant 250,000 shares, as are otherwise offered to the public, in the name of the Consultant. It is expressly acknowledged and agreed that such shares are valued for the purposes of this Agreement at $0.001 per share and have only such nominal value. 1.07 It is expressly agreed and acknowledged that in the event the Corporation should not become a corporation trading its shares to the public, or acquire such a corporation for the purposes of its business plan, there shall be no obligation on the part of the Corporation to make payment of or deliver any such shares to the Consultant. 1.08 In the event that this Agreement should be terminated prior to the issuance and allotment of such shares to the Consultant, the right or entitlement of the Consultant to such shares shall forthwith be terminated and the Corporation shall have no further obligation to the Consultant hereunder. 1.09 In addition to the payment, as may be negotiated, of fees for Services actually provided, the Consultant shall be reimbursed from time to time for all out-of- pocket expenses, including travel costs, actually and properly incurred by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within in connection with providing the meaning of the applicable state and federal securities lawsServices hereunder. The services Consultant, as a condition of Consultant such reimbursement, shall not be Exclusive nor shall Consultant be required to render any specific number of hours furnish statements, vouchers or assign specific personnel receipts to the Client Corporation for all such expenses. 1.10 It is expressly acknowledged that this Agreement does not require the Corporation to call upon the Consultant during the term, or its projects. Consultant agrees to serve as Representative any extension of it, to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances Services to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisCorporation.

Consulting Services. (a) The client Consultant hereby retains agrees to provide the Company with strategic consulting services as requested by the Company in connection with the Company’s acquisitions, divestitures and investments, capital raising, strategy, financial and business affairs, relationships with lenders, equityholders and other third-party associates or affiliates, and the expansion of its business (the “Consulting Services”); provided, that such Consulting Services will not involve Brokerage Services or Investment Advisory Services. The scope of the Consulting Services may be adjusted from time to time by mutual agreement of the parties hereto in writing. (b) The Consultant as an independent consultant may, in its discretion, and on written notice to the Client Company, subcontract, delegate or assign all or part of its service obligations hereunder to any Consultant Affiliate or other Person or Persons which, in the reasonable view of the Consultant, are competent and qualified to provide such services. (c) Notwithstanding anything to the contrary contained herein, the Company and the Consultant hereby accepts each acknowledge that the Consultant, in performing the services pursuant to this Agreement, is providing such services solely in a third-party consultant capacity to the Company. (d) The Consultant shall report to the Chief Executive Officer (“CEO”) and agrees provide monthly updates as to such retention. It is acknowledged the progress of the Services being provided. (e) So long as Consultant and agreed Consultant’s Affiliates serve as Board of Directors of the Company, the Consultant and Consultant’s Affiliates shall recuse themselves from any board discussions or votes related to their consulting agreement, including but not limited to contract renewals, fee adjustments, or performance evaluations. (f) The Consultant and Consultant’s Affiliates must not use confidential company information obtained through board service to benefit their consulting role. (g) The Consultant and Consultant’s Affiliates agree to disclose the terms of this Agreement in any and all materials required by the Client that Securities and Exchange Commission. (h) The Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning Consultant’s Affiliates shall abide by any and all Related Party Policies of the applicable state and federal securities laws. The services of Consultant Company either currently established or established in the future, provided that such policies shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to contravene the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriateAgreement. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. (a) The client hereby retains provisions of this Paragraph 2, together with the Consultant as an independent consultant other provisions of this Agreement relating to the Client performance of the Consulting Services (as defined below) and the Consultant hereby accepts payment of compensation therefor (including the relevant portions of Paragraph 3(b)), shall be binding and agrees effective during the period beginning on the Employment Separation Date and ending on the Termination Date (the "Consulting Period"). (b) From time to such retention. It is acknowledged and agreed by time during the Client Consulting Period, Company may request that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting Executive perform certain services as an investment advisor or brokerage/dealer within needed with respect to the meaning transition of responsibilities of the applicable state and federal securities lawsoffice of Senior Vice President, Chief Accounting Officer. As a consultant, Executive shall perform such services during the Consulting Period as are reasonably requested by Company pursuant to this Agreement. The services may include transition of Consultant Executive's responsibilities and assistance with any matters that relate to areas of responsibility that Executive held on behalf of Company prior to the Employment Separation Date (the "Consulting Services"). During the Consulting Period, the Consulting Services will be performed by Executive under the oversight and supervision of Company's Chief Financial Officer. Executive will perform the Consulting Services in a good and professional manner, consistent with all Company policies. (c) All Consulting Services shall be performed in accordance with such guidelines and instructions, consistent with the terms of this Agreement, as may be provided from time to time by or on behalf of Company's Chief Financial Officer. The Consulting Services shall be performed at Executive's home or at such other locations as the Chief Financial Officer of Company and Executive may mutually agree. During the Consulting Period, Company shall permit Executive to continue the use of the Company email account and address that was assigned to Executive during Executive’s employment; provided, however, that emails sent, forwarded or replied to by Executive from the Company email account after the Employment Separation Date shall include a statement approved by Company (including as to font and location) that indicates that Executive is a consultant of Company. (d) If Company reasonably determines that Executive has breached this Agreement or any of the continuing obligations described in Paragraphs 7 or 8, whether due to Executive's refusal to perform the Consulting Services or otherwise, Company may require that Executive cease providing Consulting Services hereunder until such breach has been cured or until further notice from the Company, or may accelerate the Termination Date hereunder to any date on or after January 3, 2020 by written notice to Executive. In performing Consulting Services pursuant to this Agreement, Executive will have no authority to assume or create any obligation or liability in the name of or on behalf of Company or subject Company to any obligation or liability, unless expressly requested by Company in writing. (e) It is the intent and purpose of this Agreement to create a legal relationship of independent contractor, and not employment, between Executive and Company during the Consulting Period. Following the Employment Separation Date, except as otherwise required by law, Executive will not be Exclusive nor shall Consultant be required to render any specific number treated as an employee of hours Company for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding at source, or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industryworkers compensation laws, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that will not be eligible for any employee benefits whatsoever, other than those set forth herein. Executive shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance payment of any servicesself-employment taxes (including without limitation Medicare taxes, which may be rendered hereunder without DSE providing Social Security taxes and unemployment taxes related thereto) and federal income taxes due on the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering payments made pursuant to Paragraph 3 of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisthis Agreement.

Consulting Services. The client Commencing on the Effective Date, the Company hereby retains the Consultant as an independent consultant to the Client Consultant, and the Consultant hereby accepts and agrees to such retentionperform consulting services for the Company as set forth herein. It is acknowledged and agreed by the Client that Consultant carries no professional licensesUpon Company’s request, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative devote her best efforts to provide and/or perform to Company consultation and advice pertaining to the followingCompany’s Finance team operations and management, hereafter collectively referred to including serving as the Company’s Acting Controller (in which role she will be the Company’s Principal Accounting Officer for Securities and Exchange Commission (“SEC”) purposes), supporting the Company’s SEC compliance and reporting (the “SEC Compliance and Reporting Services”), supporting the Finance team with audit and accounting compliance and budgeting and cost management (“All Other Services”) (together the “Services”: A. Complete an analysis of DSE’s business and industry), and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that in such role shall be available for distribution subject to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation provisions of Section 16 of the company. C. Introduce DSE Securities Exchange Act of 1934. The specific nature and amount of the Services to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing be performed shall be as determined by the Company with advice regarding these introductions. D. Best Effortsduring the term of this Agreement. CONSULTANT Consultant shall only devote such time as is requested by the Company and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to shall render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which Services at such times as may be rendered hereunder without DSE providing mutually agreed between the necessary information in writing parties. Consultant shall perform the Services at any Company location or at other places, upon mutual agreement of the parties hereto. Consultant will perform Services, and provide the results thereof, with the highest degree of professional skill and expertise. Consultant may use the assistance of other individuals only with the prior thereto, nor shall DSE include any services that constitute written consent of the rendering of any legal opinions or performance of work that is Company. The Company agrees to indemnify Consultant as provided in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through Indemnity Agreement at Attachment A and include Consultant as a Company Officer under its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisdirectors and officers insurance policy.

Consulting Services. The client hereby retains During the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licensesterm hereof, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor render consulting services to HHS in connection with the business carried on by HHS. Consultant shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projectsprovide such services when and as requested by HHS. Consultant agrees to serve as Representative to provide and/or perform the followingrender all consulting services requested by HHS on a timely basis; however, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances subject to the affairs of DSE to render requirement that services be provided in a timely fashion, Consultant shall select and determine the times when the consulting services contemplated are performed. Consultant shall normally perform consulting services by telephone, correspondence or at Consultant's offices, however, Consultant agrees that she will be available to render consulting services at such other locations as may be requested by HHS. Notwithstanding any provision herein, Consultant's obligation to provide consulting services shall be limited to providing a maximum of 400 hours of time availability in the three month term of this agreementAgreement. CONSULTANT All materials needed by Consultant in fulfilling her obligations hereunder shall be provided by Consultant and Consultant shall determine the methods by which the consulting services are rendered by her. To the extent that the Consultant is not responsible required to travel outside of the greater Nashville, Tennessee area as part of her consulting duties, HHS shall reimburse Consultant for the performance reasonable costs of any servicessuch out of town travel which is approved in advance by HHS in writing. Consultant shall, which may at her expense, retain her own secretary, who shall not be rendered hereunder without DSE providing an employee of HHS. Consultant's Secretary shall report to Consultant and shall not be under the necessary information direction or control of HHS. Consultant and her secretary shall maintain, at Consultant's expense, such office space as Consultant shall require in writing prior theretoperforming her duties hereunder. Specifically, nor Consultant's consulting duties shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSEinclude, but shall pursue all reasonable avenues available through its network not be limited to, the following: (i) Assisting the President of contacts. It is understood that a portion HHS in his transition from Vice President of HHS to President; (ii) Assisting with marketing functions upon request by the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisPresident of HHS; (iii) Identifying potential candidates for the Vice President - Marketing Services position at HHS.

Consulting Services. The client 1.1 Consultant hereby retains agrees to perform any and all such Consulting Services as further detailed in Schedule A attached hereto and incorporated herein and such other services as may be requested by POINT from time to time. 1.2 As requested by POINT, Consultant shall provide to POINT oral or written reports and copies of any and all information related to the Consulting Services, in a format that is acceptable to POINT. All reports and all data and information generated by the Consulting Services hereunder are considered "Work Product" under this Agreement. Consultant shall keep and maintain complete and accurate records that fully and properly reflect all work done and results achieved in the performance of the Consulting Services. All such records shall be created and kept in sufficient detail and in good scientific manner, and they shall be maintained by Consultant for such time as required by applicable laws, rules and regulations. 1.3 During the Term (as defined in Section 7), the Consultant as an independent consultant will be free to provide services to any other entity provided that the Consultant devotes sufficient time and attention to the Client Consulting Services required under this Agreement and provided that the performance of the Consulting Services by Consultant does not and will not conflict with or result in breach of any term, condition, obligation or restriction of any other agreement of Consultant with any third party. Furthermore, Consultant agrees that any Work Product will not contain any intellectual property, proprietary information, content, software or other materials of any third party. 1.4 The Consultant will provide the Consulting Services on such dates as are mutually agreeable to POINT and the Consultant. In performing the Consulting Services, Consultant hereby accepts shall act honestly and in good faith and in a manner which will not harm the goodwill and reputation of POINT. The Consulting Services shall be performed primarily at Consultant's home office but Consultant may also be required to be performed at POINT's premises or at such other locations as POINT may direct. Consultant agrees that POINT shall not be responsible for providing Consultant with a permanent office, equipment, tools or administrative support in order for Consultant to provide the Consulting Services. All of Consultant's and its employees' and associates' activities under this Agreement and all of the Consulting Services performed by them shall be at their risk and POINT shall not provide Consultant with insurance of any kind. 1.5 Unless prevented by ill health or other sufficient cause, Consultant shall, during the Term of this Agreement, devote the time necessary to perform the Consulting Services but not less than the equivalent of 10 days per month of his own time during the Term of this Agreement his time, attention, skill and efforts to providing the Consulting Services to POINT as required herein. Nothing in this Agreement shall restrict POINT from retaining other independent contractors, consultants, agents or employees to perform the same services or similar services as the Consulting Services provided by Consultant. Consultant shall be permitted to perform other services for third parties during the Term, provided that the provision of such retention. It is acknowledged services does not interfere with the efficient and agreed by timely performance of the Client that Consultant carries no professional licensesConsulting Services pursuant to this Agreement, and is not rendering legal advice or performing accounting servicesfurther provided that and Consultant shall not, nor acting as an investment advisor or brokerage/dealer within without the meaning written consent of POINT, engage in other consulting activities for any competitor of POINT. 1.6 This Agreement requires the applicable state and federal securities laws. The personal services of Consultant shall not be Exclusive nor shall with the assistance of any of its employees or associates as Consultant be required reasonably requires to render any specific number of hours or assign specific personnel to perform the Client or its projectsConsulting Services. Consultant agrees may not subcontract any obligations to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate third parties under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any servicesAgreement without POINT's prior written consent, which may be rendered hereunder withheld in POINT's sole discretion. In the event that the personal services of Consultant and its employees or associates are no longer available, POINT may immediately terminate this Agreement without DSE providing the necessary information in writing prior theretoany further notice, nor shall DSE include any services that constitute the rendering of any legal opinions liability or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE obligation to have CONSULTANT remain available to advise it on transactions on an as-needed basisConsultant.

Consulting Services. The client Company hereby retains engages CONSULTANT to perform the Consultant as financial consulting and public relations services listed below on the terms and conditions set forth in this Agreement. (a) Review the business operations of potential transaction candidates; (b) Meet with the appropriate shareholder groups in an independent consultant effort to resolve any valuation differences; (c) Initiate and negotiate on behalf of the Client Company to explore potential transactions which may involve either a merger into public company shell or initial public offering of equity; (d) Analyze and evaluate the projected financial performance of the Company; (e) Assist in the formulation of a strategy for discussions with and the Consultant hereby accepts presentation of a transaction proposal to any interested parties; (f) As mutually agreed, advise the Company regarding alternative financing structures (including bridge loans) with which to effect a transaction; (g) Assist in negotiation of letters of intent and agrees definitive purchase or financing agreements with any interested parties and their advisors; (h) Provide, as deemed appropriate by CONSULTANT, additional financial advisory services related to such retentiona transaction. It The Company acknowledges that CONSULTANT cannot provide any guaranty or assurances that the Company will be successful in completing any transaction of the types set forth above, as they are subject to numerous factors which are beyond the control of CONSULTANT, including, but not limited to, market conditions, results of operations of the Company, industry trends and underwriter interest. Company acknowledges that CONSULTANT is acknowledged not a registered broker- dealer and agreed by the Client that Consultant carries no professional licensesCONSULTANT cannot, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number hereunder to, engage in the offer or sale of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation securities on behalf of the company. C. Introduce DSE to potential market professionalsCompany. While CONSULTANT has relationships and contact with various investors, including broker-dealers, mutual and investment funds, and other institutional investors; providing Consultant's participation in the actual offer or sale of the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT securities shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances be limited to that of an advisor to the affairs Company and a "finder" of DSE to render investors, broker- dealers and funds. The Company acknowledges and agrees that the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance solicitation and consummation of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview purchases of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but Company's securities shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of be handled by the compensation paid hereunder is being paid Company or one or more NASD member firms engaged by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisthe Company for such purpose.

Consulting Services. The client hereby retains During the Term (as defined below), the Consultant as an independent consultant shall provide advisory, consulting and introductory services to the Client and Company. In connection therewith, the Consultant hereby accepts will (i) provide advice, assistance and agrees recommendations with respect to financial public relations, business promotion, business growth and development, including mergers and acquisitions, general business consultation and strategic initiatives; (ii) provide advice, assistance and recommendations with respect to the Company’s relationship with the financial community and its securities holders, the preparation and distribution of news releases and other information to keep existing shareholders informed about the Company’s activities, maintaining regular communications with stockholders and brokers; (iii) provide the Company with introductions to market makers, financial analysts, institutional buyers and other parties that may be able to assist the Company in various capacities; (iv) provide the Company with introductions to various financial partners, as well as advice regarding its operations, policies, business strategies and various business assignments as needed by management from time to time; and (v) provide such retention. It is acknowledged other professional advisory, consulting and agreed introductory services related to strategic initiatives of the Company as requested by the Client that Consultant carries no professional licensesCompany from time to time. In addition, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The Company may reasonably specify from time to time other services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution rendered by the Consultant, but only if and to the extent that such services are those customarily related to the business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, Company and other institutional investors; providing within the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time experience and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview competency of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contactsConsultant. It is understood that a portion such services to be provided by the Consultant shall be performed by Rabman on behalf of the compensation paid Consultant, or by such other person on behalf of the Consultant as may be acceptable to and approved by the Company from time to time at Company’s sole discretion. During the Term, Rabman shall maintain the title of Director of Special Initiatives of the Company or such other position as the parties may otherwise agree. At the end of the Term, Rabman agrees to resign from this position with immediate effect, or from such other position(s) which he then may hold with the Company. The Consultant agrees to perform such services in a professional and timely manner using the highest degree of skill, diligence and expertise, and shall use its best efforts to further the business interests of the Company during the Term in accordance with the terms hereof. The Consultant may communicate with the Company’s management and other parties, through personal meetings, correspondence, telephone or video conferences, and such other methods, and at such times, as the Company may from time to time reasonably direct. Initially and for the foreseeable future, the Consultant shall report to the Company’s Chief Executive Officer. This shall not preclude corporate reorganizations and changing reporting relationships. The Consultant shall devote no less than thirty-five (35) hours per week of time in fulfillment of its obligations hereunder or whatever additional time is being paid by DSE necessary to have CONSULTANT remain available complete the duties and responsibilities required hereunder to advise it on transactions on an as-needed basisfurther the business interests of the Company.

Consulting Services. The client hereby retains (a) Upon the Consultant as an independent consultant terms and subject to the Client conditions contained in this Agreement, the Company hereby agrees to engage the Consultant, and the Consultant hereby accepts agrees to perform financial management and consulting services in order to assist the Company in meeting its short-term and long-term financial and strategic goals. (b) The Consultant and the Company shall agree on the scope and extent of the services to be performed by the Consultant. The Consultant shall perform such services subject to Federal and state securities laws and regulations, and applicable rules, regulations and policies of the National Association of Securities Dealers, Inc. (the "NASD"), and the Securities and Exchange Commission (the "Commission"). (c) Without limiting the generality of the foregoing, the Consultant's services shall include the following: (i) attending meetings of the Company's Board of Directors of committees thereof, when requested by the Company; (ii) at the request of the Company, reviewing, analyzing and reporting on proposed business opportunities, and attending meetings regarding the same; (iii) consulting with the Company concerning on-going strategic corporate planning and long-term investment policies; and (iv) consulting with the Company and advising and assisting the Company in identifying, studying and evaluating merger, acquisition, joint venture, strategic alliance, recapitalization and restructuring proposals. (d) The Consultant agrees that, during the term of this Agreement, the Consultant shall devote sufficient time and effort on behalf of the Company as shall be necessary to effect the intents and purposes of this Agreement. The Consultant will, at all times, faithfully and to the best of the Consultant's experience and abilities, perform all duties that may be required of the Consultant pursuant to the terms of this Agreement. The Company expressly acknowledges and agrees that the Consultant's efforts shall be on a "best-efforts" basis and the Consultant has not, cannot and does not, guarantee that the Consultant's efforts will have any impact on the Company's business or that any subsequent financial improvement will result from his efforts. (e) The Consultant agrees that the Consultant is not the agent of the Company and has no power or authority to such retention. It is acknowledged and agreed by bind the Client that Consultant carries no professional licensesCompany to any agreement, transaction or other commitment, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours represent or assign specific personnel warrant to the Client contrary to any third party. The Company has the sole right, in the exercise of its business judgment and discretion, to approve or its projects. Consultant agrees to serve as Representative to provide and/or perform disapprove of any agreement, transaction or commitment introduced by the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriateConsultant. B. Work with DSE, its counsel (f) The Consultant shall not issue any press releases or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing public statement regarding the Company with advice regarding these introductionswithout the Company's prior written approval. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. The client hereby retains Executive agrees that during the Consultant Term of this Agreement he will serve the Board of Directors of the Company as an Emeritus Director, as follows: A. Executive will devote his best efforts, as an independent contractor, in the performance of his duties to serve as a consultant to the Client incoming Chairman of the Board of the Company, to the President and CEO of the Consultant hereby accepts Company and agrees to such retentionthe Board of Directors of the Company generally. It is acknowledged and agreed by the Client that Consultant carries no professional licensesThe Executive, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant Emeritus Director shall not be Exclusive nor a director, officer or employee of the Company or the Bank and shall Consultant not be required subject to the direct control or supervision of the President of the Company or the Bank with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of this Agreement, Executive agrees to consult with the Company, as requested by the Company’s President or its Chairman, on matters related to the business affairs and operations of the Company and its subsidiaries, including operational matters, retention of customer relationships, loan workout matters, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company and its subsidiaries. An office and secretarial assistance will be made available during regular business hours to facilitate the performance of consulting services requested under the provisions of this section. B. Executive shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above. C. The Executive acknowledges and agrees that he will comply with the provisions of Section 11 of the Prior Agreement [Non-Competition] during the Term of this Agreement (the “Continuing Restrictions”). The Executive acknowledges and agrees that in the event of any breach or threatened breach of this Section 11 of the Prior Agreement, the Company’s remedies at law will be inadequate and, in any such event, the Company shall be entitled to commence an action for preliminary and permanent injunctive relief and other equitable and monetary relief in any court of competent jurisdiction. D. Executive shall be available to render services to the Company under this Agreement as requested by the President of the Company upon not less than five days written notice. Executive shall not be obligated to render any specific number services under this Agreement during such period when he is unable to do so due to illness, disability or injury or during reasonable periods of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriatepersonal leave. B. Work with DSE, its counsel E. Executive shall not enter into agreements or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results make commitments on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion the Company without the prior written consent or approval of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisCompany’s President.

Consulting Services. The client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, licenses and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall be exclusive and Consultant shall not be Exclusive nor provide any other services as a consultant during the term of this Agreement, and shall Consultant not be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis : Consultant is appointed to serve as President and CEO of DSE’s Company. Such Services shall be those typically performed by a President and CEO, which shall include, but not be limited to: introductions to programing consultants, managing marketing and sales of Company, managing other executives and employees and consultants of Company, assist in capital raising efforts and initiatives, business and industrydevelopment, and follow with a comprehensive background report that summarizes DSEsuch other services as reasonably requested by the Company’s corporate profile Board of Directors (the “Corporate ProfileBoard”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT Consultant shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE Company to render the consulting services contemplated by this agreementAgreement. CONSULTANT is Company will not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE request Consultant to include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT Consultant cannot guarantee results on behalf of DSECompany, but shall pursue all reasonable avenues available through available. At such time as an interest is expressed by a third party in Company’s needs, Consultant shall notify Company and advise it as to the source of such interest and any terms and conditions of such interest. The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by Company in its network of contactssole discretion. It is understood that a portion of the compensation paid hereunder is being paid by DSE Company to have CONSULTANT Consultant remain available to advise it on transactions on an as-needed basis.

Consulting Services. The client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative for acquisitions to VIVK , Inc. (VIVK) and to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSEVIVK’s business and industry, and follow with a comprehensive background report that summarizes DSEVIVK’s corporate and profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, others as DSE VIVK shall deem appropriate. B. Work with DSEVIVK, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSEVIVK’s efforts to secure the presentation of the companycompany to the future acquisition. C. Assist VIVK in efforts to seek additional business/business relationships that will be of benefit to VIVK. D. Introduce DSE VIVK to potential target acquisitions, market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductionsacquisitions. D. E. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE VIVK to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE VIVK providing the necessary information in writing prior thereto, nor shall DSE VIVK include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSEVIVK, but shall pursue all reasonable avenues available through its network of contacts. At such time as an interest is expressed by a third party in VIVK’s needs, CONSULTANT shall notify VIVK and advise it as to the source of such interest and any terms and conditions of such interest. The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by VIVK in its sole discretion. It is understood that a portion of the compensation paid hereunder is being paid by DSE VIVK to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. a. The client Company hereby retains the engages Consultant as an independent consultant contractor to provide business consulting services to the Client Company, and the Consultant hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement. During the Term of this Agreement, Consultant will provide consulting services regarding matters in which Consultant was involved as an employee of the Company and such other matters as requested by the Company (the "Consulting Services"). These services shall include, but not be limited to, Consultant’s cooperation and testimony in connection with any pending or future litigation, proceeding, regulatory investigations or other matter which may be filed against or by the Company with any agency or court, or other tribunal and concerning or relating to any matter falling within Consultant’s knowledge or former area of responsibility. b. The Company acknowledges and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within will be permitted to provide the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel Consulting Services to the Client or its projectsCompany indirectly through a wholly-owned consulting entity; provided that the Consulting Services shall be performed by Consultant personally. Consultant agrees to serve as Representative to provide and/or perform may designate that the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that consulting fees described in Section 5 below shall be available for distribution paid to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including brokerhis wholly-dealers, mutual funds, and other institutional investors; owned consulting entity by providing the Company with advice regarding these introductionsprior written notice. D. Best Effortsc. Except for participation in meetings as may be requested by the Company, Consultant will provide the Consulting Services from any location(s) he chooses. d. The exact number of days Consultant performs Consulting Services in a given month will vary depending on various factors. CONSULTANT shall devote such time and effortHowever, as it deems commercially reasonable and adequate Consultant will not be required to provide services under this Agreement at a level of more than 20% of the circumstances average level of services he provided to the affairs Company during the 36-month period prior to his separation from Company. e. Other than the obligations and restrictions expressly contained in this Agreement, nothing contained herein shall prohibit Consultant from performing services for other persons or entities during the term of DSE this Agreement. f. Consultant agrees to render use Consultant's best efforts in providing the consulting services contemplated by Consulting Services under this agreement. CONSULTANT is not responsible Agreement. g. Consultant shall have sole discretion and responsibility for the selection of procedures, processes, materials, working hours, and other incidents of performance of any servicesthe Consulting Services under this Agreement. Although the Company may specify the results it desires Consultant to achieve in rendering the Consulting Services and may control Consultant in that regard, which may be rendered hereunder without DSE providing the necessary information in writing prior theretoCompany shall not have the right or power to exercise the control over Consultant as would indicate or establish that a relationship of employer and employee exists between the Company and Consultant. h. Consultant agrees, nor shall DSE include any services and will ensure, that constitute Consultant's performance of the rendering Consulting Services under this Agreement will comply with all legal requirements of any legal opinions kind, including, but not limited to, compliance with all applicable federal, state and/or local laws and regulations. i. During the Term of this Agreement, Consultant will not (i) engage in any activity, business or performance of work employment that is in competitive with the ordinary purview business of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf Company or any of DSEits affiliates, but shall pursue all reasonable avenues available through its network of contacts. It or (ii) take any action or make any omission that is understood that a portion detrimental to the business of the compensation paid hereunder is being paid by DSE Company or any of its affiliates. j. Consultant represents and warrants to have CONSULTANT remain available the Company that he has no existing obligation or commitment that conflicts with, or would preclude him from performing his responsibilities under, this Agreement, and he agrees not to advise it on transactions on an as-needed basisenter into any such conflicting obligation or commitment.

Consulting Services. The client hereby retains 2.1. Consultant agrees to provide the services set forth below for Client for the Project: ● Consultant will: o Review and suggest changes to the Master Plan and Bid Package. o Review and give samples of the Sign Plan. o Actively promote and use all resources to help attract the most potential bidder to the Project. o Consult with the park and the winning bidder during preconstruction meetings. o Consult with staff during the construction process. o Work with chosen vendors to answer any unexpected questions or provide direction. o Flow check the finished trail to provide feedback to the builder. ● Consultant will only provide these services after Client has provided Consultant with plans and specifications detailing the design for the Project. ● Consultant will be available to assist Client in answering questions from contractors related to the Project (“Consulting Services”). 2.2. Nothing in this Agreement shall be construed as assigning to the Consultant as an independent consultant any authority over or responsibility for construction activities, means, methods, techniques, sequences or procedures, or for the security or safety of the project site and people lawfully or unlawfully thereon, or for any failure of Client and/or any contractors to comply with laws, rules, regulations, ordinances, codes or orders applicable to Client and/or any contractor furnishing and performing its work. Neither does the Consultant have the authority to direct Client and/or any contractor in relation to such responsibilities. Indeed, all such responsibilities shall belong to Client. 2.3. In consideration of the Consultant performing the Consulting Services, Client agrees that the Consultant shall be entitled to rely upon the completeness and accuracy of all information provided to the Consultant by Client and or its agents, employees, architects, engineers, or representatives. Client further agrees that the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall responsible in any way for errors or omission contained in documents prepared by others or for errors or omission by others (i.e., Architect of Record, engineers) in incorporating the recommendations made by the Consultant be required into reports, drawings or specifications. In addition, Client agrees to render any specific number waive all claims against the Consultant arising from services performed by others (i.e., Architect of hours or assign specific personnel Record, engineers, subcontractors) related to the services to be provided by the Consultant under this Agreement, except for the sole willful misconduct of the Consultant. 2.4. Client or its projects. Consultant further agrees to serve as Representative the fullest extent permitted by law, to provide and/or perform indemnify and hold harmless the followingConsultant from all damages, hereafter collectively referred to as liabilities or costs, including reasonable attorneys’ fees and defense cost arising from the “Services”: A. Complete an analysis services performed by others (i.e., Architect of DSE’s business and industryRecord, and follow with a comprehensive background report that summarizes DSE’s corporate profile (engineers) on the “Corporate Profile”) that shall be available Project or from the services provided by the Consultant under this Agreement, except for distribution to business partners, or others, as DSE shall deem appropriatethe sole willful misconduct of the Consultant. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents 2.5. Client also agrees that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT Consultant is not responsible for the performance of schedule, time-line, or any services, which may be rendered hereunder without DSE providing related issues associated with the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisProject.

Consulting Services. The client Client hereby retains the Consultant as an independent consultant to the Client client, on a non-exclusive basis, and the Consultant hereby accepts and agrees to such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client such services of an advisory or consultative nature in order to inform the brokerage community, the Client’s shareholders and the general public concerning financial public relations and promotional matters relating to the client and its projectsbusiness. Consultant agrees to serve as Representative to provide and/or perform It is the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation intention of the company. C. Introduce DSE parties that the Consultant will gather all publicly available information relating to potential market professionals, including the Client and confers with officers and directors of the Client in an effort to consolidate the information obtained into summary form for dissemination to interested parties. It is intended that the Consultant will then distribute such information concerning the Client to registered representatives of broker-dealers, mutual funds, dealers and other institutional investors; providing person(s) who the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote Consultant determines, in its sole discretion, are capable of effectively disseminating such time and effort, as it deems commercially reasonable and adequate under the circumstances information to the affairs general public. The Consultant will not provide any investment advice or recommendations regarding the Client to anyone; rather, the Consultant will focus on contacting persons, generally via telephonic communications and person-to-person meetings, in order to familiarize them with information concerning the Client, which the Consultant has collected and is otherwise available to the general public. On a non-exclusive basis, the Consultant shall accomplish performance of DSE to render the consulting services contemplated described herein. Not withstanding the foregoing, Consultant, may, in its sole discretion, outsource any or all of the services to be provided herein to other individuals or firms who agree in writing with Consultant to abide by this agreementthe same (or substantially the same) representations and covenants as set forth in Paragraph 19 below (a “Permitted Subcontractor”). CONSULTANT is not Consultant shall be responsible for the performance hiring of any servicesand the services to be performed by Permitted Subcontractors.. The cost and expenses of Permitted Subcontractors, which may if any, shall be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is deemed included in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisCompensation as described in Paragraph 4 below.

Consulting Services. The client hereby retains the Consultant as an independent consultant to the Client and the Consultant hereby accepts and Motive agrees to such retention. It is acknowledged retain Consultant to provide the Consulting Services and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve provide the Consulting Services as Representative and to the extent reasonably requested by Motive’s Chief Executive Officer during the Term. In providing the Consulting Services, Consultant shall report to and be under the direction and supervision of Motive’s Chief Executive Officer. Without limiting the generality of the foregoing, during the Term, Consultant shall make himself reasonably available during normal business hours to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions Consulting Services on an as-needed requested, as agreed basis. Consultant will not receive additional compensation for any Consulting Services or related duties contemplated by this Agreement beyond the consulting fees referenced herein, unless otherwise negotiated between the parties. During the Term, Consultant agrees to keep Motive’s Chief Executive Officer informed of Consultant’s current contact information and general availability and to cooperate with the reasonable requests of Motive’s Chief Executive Officer to provide the Consulting Services as and when requested. Consultant acknowledges and agrees that his relationship to Motive under this Agreement shall be that of an independent contractor and not that of an agent or employee of Motive. Consultant understands and acknowledges that as a consultant he is not entitled to represent himself to clients, suppliers, investors, or the general public as a representative of Motive without the prior written consent of Motive’s Chief Executive Officer. During the Term, Consultant shall be entitled to continued use of his Motive-supplied Blackberry device and laptop computer. Consultant acknowledges and agrees that he shall have such access to the office facilities and other resources of the Motive as Motive’s Chief Executive Officer shall determine in his sole and absolute discretion. Motive shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in the performance of the Consulting Services under this Agreement in accordance with Motive’s policy and procedure for expense reimbursement; provided, that Consultant shall not incur any individual expense in excess of $1,000 without the prior written consent of Motive’s Chief Executive Officer.

Consulting Services. The client MDI hereby retains contracts for the Consultant services of Consultant, as an independent consultant to the Client contractor consultant, and the Consultant hereby accepts and agrees to render such retention. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor upon the terms and conditions herein contained. Nothing herein contained shall require Consultant to maintain any fixed schedule or brokerage/dealer within the meaning minimum number of the applicable state and federal securities lawshours of work. The services to be rendered by Consultant are as follows: (a) During the term of this Agreement (as defined in Paragraph 2 below) Consultant shall perform the following services: (i) Consultant shall be available at reasonable times for purposes of telephonic consultation with MDI, its officers and directors,, with regard to the management and marketing of the business of MDI and such other areas as MDI may request; (ii) when reasonably requested, Consultant shall participate in meetings with the management or the customers or suppliers of MDI, (iii) if requested by MDI, Consultant shall attend the trade shows listed on Exhibit A, attached hereto and incorporated herein and such other trade shows in which MDI participates, at the expense of MDI, including Consultant's transportation, lodging and meal expenses; and (iv) Consultant shall use reasonable efforts to maintain contacts in the lottery industry which it has developed during prior service to MDI by attendance at trade shows listed on Exhibit A, making sales calls to said contacts and correspondence with said contacts. In carrying out the foregoing, Consultant shall use its best efforts to further MDI's interest and not to in any way, directly or indirectly, injure the reputation of MDI. (b) Consultant shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties imposed upon Consultant under this Agreement. (c) Consultant shall have no authority to enter into any contracts binding upon MDI, which would create any obligations on the part of MDI, except as may be specifically authorized by MDI.. (d) During the term of this Agreement, Consultant shall not be Exclusive nor engage and/or perform services of any nature in any capacity for any person, corporation, partnership or other entity in the Business, provided that the foregoing shall not in any way restrict or prohibit Consultant be required to render from engaging in any specific number other consulting services, employment or other gainful activity outside of hours or assign specific personnel to the Client or its projects. Business. (e) During the term of this Agreement, Consultant agrees to serve as Representative shall make available ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ to provide and/or perform the following, hereafter collectively referred services to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriateperformed under this Agreement. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.

Consulting Services. The client hereby retains (a) Consultant will provide consulting services (the “Services”) to Micrus as described in, and in accordance with the time tables set forth in, Exhibit A attached to this Agreement (the “Statement of Work”). (b) Consultant shall conduct all Services in accordance with all applicable and generally accepted standards for scientific, preclinical (including animal studies), and clinical studies, including without limitation the FDA’s current Good Laboratory Practices (21 CFR, part 58), all as an independent consultant may be more fully provided in the Statement of Work (the “Applicable Standards”). Consultant shall at all times be responsible to remain current and updated as to all changes in the Applicable Standards. (c) Micrus may request reasonable changes to the Client Statement of Work prior to completion. No such proposed changes, including without limitation any associated changes in the price, fee schedules, and the projected completion dates, shall be effective unless accepted in writing by authorized representatives of both Consultant hereby accepts and agrees to such retention. It is acknowledged Micrus. (d) Consultant represents and agreed by the Client warrants that Consultant carries no professional licenses, and is not rendering legal advice under any obligation in conflict or performing accounting services, nor acting as an investment advisor in any way inconsistent with the provisions of this Agreement or brokerage/dealer within the meaning its provision of the Services. Consultant represents and warrants that Consultant’s performance of the Services and this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust. Consultant warrants that it shall not, in the performance of any Services or in preparing to do so, violate any applicable state and federal securities lawslaw or infringe or misappropriate any intellectual properties of any third party, except to the extent due directly to Consultant’s following instructions given to it by Micrus. The services of Consultant shall not be Exclusive nor In no event shall Consultant be required under this Agreement to render take any specific number of hours or assign specific personnel to the Client or its projects. action that Consultant reasonably believes violates applicable law. (e) Consultant agrees to notify Micrus promptly if Consultant knows or has reason to believe that the Statement of Work or any instructions from Micrus would, if followed by Consultant, violate any applicable law or infringe or misappropriate any intellectual properties of any third party or be inconsistent with the Applicable Standards. (f) Consultant shall serve as Representative a consultant to provide and/or perform the following, hereafter collectively referred to Company for a period commencing at the Closing and terminating six months following the first commercial sale of the Device (as such term is defined in the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile Stock Purchase Agreement) (the “Corporate ProfileService Period”) provided however the Service Period shall terminate prior to such date if the Company notifies Consultant that shall be available for distribution to business partners, the Company no longer needs or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents wants the provision of Consultant’s Services. In the event that may be necessary in DSE’s efforts to secure the presentation there has been no commercial sale of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances Device prior to the affairs fourth anniversary of DSE to render the consulting services contemplated Closing, either party may terminate the Service Period by this agreement. CONSULTANT is not responsible for notifying the performance of any services, which may be rendered hereunder without DSE providing the necessary information other party in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basissuch termination.

Consulting Services. (a) During the Consulting Period, the Executive shall perform consulting services (the “Consulting Services”) for the Company on an “as needed” basis, subject to Executive’s availability to perform the Consulting Services. The client hereby retains Company’s request for Executive to perform Consulting Services shall be at the Consultant sole discretion of the Company, subject to advance notice and the Executive’s availability. The Executive shall perform the Consulting Services at times and places reasonable and convenient to Executive, subject to Executive’s sole discretion as an independent consultant to his availability to perform the Consulting Services. (b) The Executive agrees to exercise the highest degree of professionalism and utilize his expertise and talents in responding to the Client Company’s or the Board’s requests. Such Consulting Services are anticipated to include, without limitation, working with Company management at a strategic level with respect to the Company's development and product acquisition activities, capital structure, investor relations and reduction of production costs, and to follow up on clinical trials as well as any other matters and activities with respect to which the Consultant hereby accepts Company management may require Executive’s services. The Executive will devote such business time, subject to Executive’s availability, as is reasonably necessary or desirable to accomplish his duties and agrees to such retention. responsibilities under this Agreement. (c) It is acknowledged and agreed by the Client Company that Consultant Executive carries no neither professional licenses, licenses nor memberships in any self-regulatory organizations. It is further acknowledged and agreed by the Company that the Executive is not rendering expert or legal advice or performing accounting services, nor services and is not acting and shall not act as an investment advisor or brokeragebroker/dealer within the meaning of the any applicable state and or federal securities laws. The services of Consultant shall not be Exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a No portion of the compensation paid hereunder services rendered pursuant to this Agreement shall be provided in connection with the offer or sale of securities in a capital raising transaction or for the purpose of directly or indirectly promoting or maintaining a market for the Company’s securities. The Company shall not require Executive to perform any services inconsistent with the foregoing. The Company acknowledges and agrees that Executive is being paid one of multiple sources of advice obtained by DSE the Company and is not the sole source of advice nor the final decision maker for any aspect of the Company’s operations or actions. The Executive further acknowledges and agrees that the Company may or may not follow Executive’s advice, but if the Company does follow all or part of Executive’s advice, it shall be after independent legal or other appropriate validation and the Company takes full and sole responsibility for all decisions and actions of the Company regardless of whether or not they were related to have CONSULTANT remain the services provided by Executive. (d) The Company also acknowledges and agrees that the Executive will be free to take on any consulting projects, employment or any other activities, provided that it does not violate the confidentiality and non-competition provisions of this Agreement. While the Executive will attempt to make himself reasonably available to advise it on transactions on an as-needed basisprovide Consulting Services to the Company, such availability will be subject to the circumstances faced by the Executive at the time, including, but not limited to, conditions of his employment or professional activities, prior commitments or health status.

Consulting Services. The client Client hereby retains the Consultant for the benefit of ▇▇▇▇ as an independent consultant to the Client for the benefit of ▇▇▇▇ and the Consultant hereby accepts and agrees to such retention. The Consultant shall render to the Client for the benefit of ▇▇▇▇ such services as set forth in Exhibit A attached hereto and by reference incorporated herein. It is acknowledged and agreed by the Client that the Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/broker-dealer within the meaning of the applicable state and federal securities laws. The Consultant understands that the consulting advisory services of Consultant to be provided to the Client hereunder shall not be Exclusive nor shall rendered in connection with the offer and sale of securities in a capital raising transaction. It is further acknowledged that the entire objective of the service to be performed by the Consultant be required is to render any specific number gain exposure of hours or assign specific personnel to the Client through an informational campaign, and not to artificially inflate share prices, trading volume or its projectsany other prohibited activity. Consultant acknowledges that it is providing services hereunder as an independent contractor. Accordingly, Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow that any taxes associated with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of its services hereunder shall be its sole responsibility. Consultant further agrees that nothing herein shall create a relationship of partners or joint ventures between Consultant and the Client and, except as otherwise set forth herein, nothing herein shall be deemed to authorize Consultant to obligate or bind the Client to any services, which may be rendered hereunder commitment without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview written consent of the Certified Public AccountantClient in each instance. CONSULTANT cannot guarantee results on behalf -1- /s/ BP -------- Initials Consultant represents that it is knowledgeable of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion applicable rules and regulations of the compensation paid hereunder is being paid Securities and Exchange Commission and the National Association of Securities Dealers and will abide by DSE and follow the same with respect to have CONSULTANT remain available to advise it on transactions on an as-needed basisall actions taken by Consultant in connection with this Agreement.

Consulting Services. (a) The client hereby retains provisions of this Paragraph 2, together with the Consultant as an independent consultant other provisions of this Agreement relating to the Client performance of the Consulting Services (as defined below) and the Consultant hereby accepts payment of compensation therefor (including the relevant portions of Paragraph 3(b)), shall be binding and agrees effective during the period beginning on the Employment Resignation Date and ending on the Termination Date (the "Consulting Period"). (b) From time to time during the Consulting Period, Company may request that Executive perform certain services as needed with respect to the transition of Executive’s responsibilities and to provide advice regarding certain business development initiatives. As a consultant, Executive shall perform such retention. It is acknowledged and agreed services during the Consulting Period as are reasonably requested by the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities lawsCompany pursuant to this Agreement. The services may include transition of Consultant Executive's responsibilities and assistance with any matters that relate to areas of responsibility that Executive held on behalf of Company prior to the Employment Resignation Date (the "Consulting Services"). During the Consulting Period, the Consulting Services will be performed by Executive under the oversight and supervision of Company's Chief Executive Officer. Executive will conduct himself in a professional and ethical manner at all times during the Consulting Period and will take no action that might cause injury to the business or goodwill of Company or any of its affiliates. (c) All Consulting Services shall be performed in accordance with such guidelines and instructions, consistent with the terms of this Agreement, as may be provided from time to time by or on behalf of Company's Chief Executive Officer. The Consulting Services shall be performed at the Company or Executive's home or at such other locations as the Chief Executive Officer of Company and Executive may mutually agree. During the Consulting Period, Company shall permit Executive to continue the use of the Company email account and address that was assigned to Executive during Executive’s employment; provided, however, that emails sent, forwarded or replied to by Executive from the Company email account after the Employment Resignation Date shall include a statement approved by Company (including as to font and location) that indicates that Executive is a consultant of Company. (d) If Company reasonably determines that Executive has breached this Agreement or any of the continuing obligations described in Paragraphs 7 or 8, whether due to Executive's refusal to perform the Consulting Services or otherwise, Company may require that Executive cease providing Consulting Services hereunder until such breach has been cured or until further notice from the Company, or may accelerate the Termination Date hereunder to any date on or after April 2, 2020 by written notice to Executive. In performing Consulting Services pursuant to this Agreement, Executive will have no authority to assume or create any obligation or liability in the name of or on behalf of Company or subject Company to any obligation or liability, unless expressly requested by Company in writing. (e) It is the intent and purpose of this Agreement to create a legal relationship of independent contractor, and not employment, between Executive and Company during the Consulting Period. Following the Employment Resignation Date, except as otherwise required by law, Executive will not be Exclusive nor shall Consultant be required to render any specific number treated as an employee of hours Company for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding at source, or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industryworkers compensation laws, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that will not be eligible for any employee benefits whatsoever, other than those set forth herein. Executive shall be available for distribution to business partners, or others, as DSE shall deem appropriate. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance payment of any servicesself-employment taxes (including without limitation Medicare taxes, which may be rendered hereunder without DSE providing Social Security taxes and unemployment taxes related thereto) and federal income taxes due on the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering payments made pursuant to Paragraph 3 of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basisthis Agreement.

Consulting Services. The client (i) Beginning at the Effective Time, the Company hereby retains engages Consultant to provide services as a consultant to the Company as contemplated by this Agreement, and Consultant hereby agrees to provide such consulting services and to comply with the other provisions of this Agreement, upon the terms and subject to the conditions hereinafter set forth. (ii) Consultant shall devote twenty-percent (20%) of his business time (equivalent to approximately 1 (one) business day per week and approximately 4.5 (four and one half) business days per month) to consult with and advise the Company with respect to the Company’s business and financial operations. Such consulting services shall include oversight of the Company’s clinical advisory board, consulting with and providing advice to the Company’s medical director and staff, assistance with investor presentations and providing general consulting services reasonably requested by the Company relating to the Company’s diagnostic laboratory operations. Consultant shall report to the Chief Executive Officer or his designee. (iii) Consultant hereby acknowledges and agrees that he shall not be an employee of the Company but shall function as an independent consultant contractor on a retainer fee basis. Consultant shall not have authority to act as agent of the Company except when authority is specifically delegated to him and Consultant shall not represent to the Client contrary to any persons. Consultant shall be solely responsible for the estimation and the Consultant hereby accepts payment of any federal and agrees state income taxes and federal insurance contributions on self-employment income which is attributable to such retentionthe fees and other compensation paid hereunder. It is acknowledged and agreed by Not being in the Client that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as capacity of an investment advisor or brokerage/dealer within the meaning employee of the applicable state and federal securities laws. The services of Company, Consultant shall not be Exclusive nor shall entitled to participate in any employee benefit plans or other benefits or conditions of employment available to employees of the Company (although Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Consultant agrees to serve as Representative to provide and/or perform the following, hereafter collectively referred to as the “Services”: A. Complete an analysis of DSE’s business and industry, and follow with a comprehensive background report that summarizes DSE’s corporate profile (the “Corporate Profile”) that shall be available entitled to reimbursement for distribution all reasonable Business Expenses in a manner consistent with the Company’s travel and entertainment policy pursuant to business partners, or othersSection 2(b)). (iv) The parties hereby agree that the Company may make public statements with respect to Consultant’s resignation as an employee and officer of the Company and consulting relationship with the Company and that this Agreement may be filed in a periodic report of the Company under the Securities Exchange Act of 1934, as DSE shall deem appropriateamended. B. Work with DSE, its counsel or other representatives to revise and/or draft any other documents that may be necessary in DSE’s efforts to secure the presentation of the company. C. Introduce DSE to potential market professionals, including broker-dealers, mutual funds, and other institutional investors; providing the Company with advice regarding these introductions. D. Best Efforts. CONSULTANT shall devote such time and effort, as it deems commercially reasonable and adequate under the circumstances to the affairs of DSE to render the consulting services contemplated by this agreement. CONSULTANT is not responsible for the performance of any services, which may be rendered hereunder without DSE providing the necessary information in writing prior thereto, nor shall DSE include any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of the Certified Public Accountant. CONSULTANT cannot guarantee results on behalf of DSE, but shall pursue all reasonable avenues available through its network of contacts. It is understood that a portion of the compensation paid hereunder is being paid by DSE to have CONSULTANT remain available to advise it on transactions on an as-needed basis.