Common use of General Services Clause in Contracts

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to an employee of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant and, through the Consultant, ▇▇. ▇▇▇▇▇▇, shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Company Board of Directors shall, from time to time, designate in times of the PresidentChairman of the Board of Director's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the President and Chief Executive Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Employee as a consultant to the Chief Financial Officer and Director of the Company, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors consistent with such position, and the Executive Employee also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to and on behalf of the Company, or to and on behalf of any of the Executive hereby agrees to Company's respective subsidiaries, as the case may be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, may be determined by the Board of Directors consistent with such positionof the Company, from time to time, and in its sole and absolute discretion, and the Executive also Consultant hereby agrees to accept such position in order to provide such related management and operational services as may be determined by the Board of Directors shallDirectors, from time to time, reasonably assign and in its sole and absolute discretion, in order to develop the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during of the Initial Term and Company during the continuance of this Agreement (collectively, the "General Services"); it being expressly initially acknowledged and agreed by each of the Parties hereto that the Executive Consultant's initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule "A" which is attached hereto and which forms a material part hereof; and it being further acknowledged and agreed by each of the Parties hereto that the Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees agree to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Fee (as set forth hereinafter determined) and Expense (as hereinafter determined) payment reimbursements in Articles accordance with Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the CompanyPresident and Chief Executive Officer of each of the Companies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Consultant as the Executive as a consultant to Vice president of Geology and Secretary of each of the CompanyCompanies, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors of the Company (the "BOARD OF DIRECTORS") consistent with such positionpositions, and the Executive Consultant also agrees to accept such position such, positions in order to provide such such, related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the ^GENERAL SERVICES"General Services"); ): it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Fee (as set forth hereinafter determined), Bonus (as hereinafter determined), Expense (as hereinafter determined) payment reimbursements, Options (as hereinafter determined), Additional Options (as hereinafter determined), Vacation (as hereinafter determined) pay, Benefits (as hereinafter determined) and Severance Package (as hereinafter determined) in accordance with Articles "3" and "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. It is agreed that the Company and Consultant are independent contractors and that the relationship between the two parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any commitments of any kind or take any action that is binding on the other without the express written consent of the other Party or expressly agreed to in this Consulting Services Agreement. It is understood by the Company that the Consultant is currently and is free to continue to perform consulting services for other businesses or persons, including a beverage company not at arms length from Consultant – GnuSanté Creations Inc. Further it is understood by the Company that Consultant is in the process of establishing a food and beverage production facility where manufacture of foods and beverages will occur, including but not limited to, products of GnuSanté Creations Inc. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to the Chief of Product Development and each of the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such positionpositions, and the Executive Consultant also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's ’ various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis (meaning approximately two thirds to three quarters of the working hours in a week or month) during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the President's Chairman’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as a consultant to the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the “Board”), consistent with such position, and the positions. The Executive also agrees to accept such position in order to provide such related management services, associated with the positions of President/Chief Executive Officer, Secretary and operational services Treasurer/Chief Financial Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’s various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "“General Services"”); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially will commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of Directors and shall have direct responsibility to the Board of Directors as a whole. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter “F” of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive’s capabilities with the resources at its disposal and in the best interests of the Company. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or upon contrary to the advice or instructions of such other director or officer best interests of the Company. In that regard, the Executive and the Company as shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the President performance of the Company shall, from time to time, designate in times of responsibilities hereunder by the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of DirectorsExecutive.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Employee as a consultant to the CompanyVice-President of Business and Corporate Development of each of the Companies, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors of the Company (the "Board of Directors" herein) consistent with such positionpositions, and the Executive Employee also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term of this Agreement, however, only up until the point of the Company receiving a completed assignment of at least a 39% working interest in a Namibian oil and gas concession, which is the primary non-guaranteed responsibility of Consultant, and, in addition, and also during the continuance Term of this Agreement Agreement, with regard to any future endeavors to find and obtain other oil and gas concessions around the world, as the case may be, and until such respective working interest assignments are completed as the case may be, the Company hereby agrees to retain the Executive Consultant as a consultant to the CompanyCompany and the Consultant hereby agrees to accept such position in order to assist the Company with the development of its Business in Namibia and possibly other areas of the world; provided, however, that the Consultant hereby provides the Company with absolutely no guarantee, expressed or implied, of the ability for the Company to acquire any such working interest assignments where the prior authority of the Namibian government is required to be given before any working interest assignment may be consummated and completed, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, as with only regard to any authority surrounding negotiations and the Executive also agrees official presentment of the Company to accept any foreign country, which such position in order Company introductions and negotiations may come about during the process of the Consultant to be vetting possible oil and gas deals with countries around the world, with the intention to provide such related management the Company with additional opportunity to become a joint venture partner as defined solely by the Consultant, if any, whereby the Parties both agree and operational services understand that the Consultant is in the business of obtaining, exploring and exploiting upstream oil and gas opportunities around the world and nothing herein precludes the Consultant from doing its business as the Board of Directors shallConsultant sees fit with total autonomy, from time and that the Consultant has absolutely no obligation to time, reasonably assign provide any additional opportunities to the Executive Company for such similar working interest acquisition investments and as may be necessary is not on call for the ongoing maintenance and development services under this Agreement and, furthermore, it is understood that Consultant works completely autonomously (with all of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (above, being, collectively, the "General Services"" herein); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during as the Initial Term Consultant solely determines to be appropriate and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of Consultant the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein below for which such compensation is for the assignment of the working interest completed in the country of Namibia under the initial FOR thereby satisfying the obligations of NEI to the Consultant under the initial FOR, and for assisting the Company with its Business in Namibia, and whereby any additional compensation regarding any other oil and gas concession opportunities around the world would have to be separately negotiated and agreed to, whereby there is no obligation of either Party to accept any offers for the Company or NEI, as the case may be, to buy into any other oil and gas concession opportunity or the Consultant to provide any additional opportunities. In this regard it is hereby acknowledged with the limitations outlined above and agreed that the Executive Consultant shall be entitled to communicate with and with regard only to issues specifically affecting the Company and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the PresidentPresident of the Company's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors. To clarify the meaning of this paragraph, with regard to matters effecting the Company's opportunities and possible relations to a particular country, as may be presented by the Consultant to the Company in the future, the Consultant will communicate and receive direction from the Company's President, any Board of Director authorized officer or the entire Board of Directors with regard to how to present the Company.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational advisory services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis generally not to exceed 40 hours per workweek during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelowherein, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chief Executive Officer of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company Chief Executive Officer shall, from time to time, designate in times of the PresidentChief Executive Officer's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General ServicesGENERAL SERVICES"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees to retain the Executive as a consultant to the CompanyPresident and Chief Executive Officer of each of the Companies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General GENERAL Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, -- CEO EXECUTIVE SERVICES AGREEMENT -- -- NATURALLY ADVANCED TECHNOLOGIES INC. -- hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as a consultant to Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the "Board"), consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related management services, associated with the positions of President and operational services Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "General ServicesGENERAL SERVICES"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially will commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard, or upon the advice or instructions of such other director Director or officer of the Company as the President of the Company shallChairman may, from time to time, designate in times of the President's absenceas necessary, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board and shall have direct responsibility to the Audit Committee and the Board of DirectorsDirectors as a whole. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain retain, the Consultant as the Chairman and Chief Executive as a consultant to Officer of each of the CompanyCompanies, and the Executive Consultant hereby agrees to be subject to TO the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors of the Company (the "BOARD OF DIRECTORS") consistent with such positionpositions, and the Executive Consultant also agrees to accept accept: such position positions in order to provide such such, related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General ServicesGENERAL SERVICES"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Fee (as set forth hereinafter determined). Bonus (as hereinafter determined), Expense (as hereinafter determined) payment reimbursements, Options (as hereinafter determined), Additional Options (as hereinafter determined), Vacation (as hereinafter determined) pay. Benefits (as hereinafter determined) and Severance Package (as hereinafter determined) in accordance with Articles "3" and "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Consultant as a consultant to and on behalf of the CompanyCompanies, or to and on behalf of any of the Executive hereby agrees to Companies' respective subsidiaries, as the case may be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, may be determined by the Board of Directors consistent with such positionof the Company, from time to time, and in its sole and absolute discretion, and the Executive also Consultant hereby agrees to accept such position in order to provide such qualified land management, gas transmission and related management and operational services as may be determined by the Board of Directors shallDirectors, from time to time, reasonably assign and in its sole and absolute discretion, in order to develop the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during of the Initial Term and Company during the continuance of this Agreement (collectively, the "General ServicesGENERAL SERVICES"); it being expressly initially acknowledged and agreed by each of the Parties hereto that the Executive Consultant's initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule "A" which is attached hereto and which forms a material part hereof; and it being further acknowledged and agreed by each of the Parties hereto that the Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees agree to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Options (as set forth hereinafter determined) and Expense (as hereinafter determined) payment reimbursements in Articles accordance with Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as the Chief Executive Officer of the Company, together with the Executive's Company as a consultant to the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive Group hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Group by, the Board of Directors consistent with such positionpositions, and the Executive Group also agrees to accept such position positions in order to provide such corporate management related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Group and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General GENERAL Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Group shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Group each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Group shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors of the Company (the "Chairman"), or upon the advice or instructions of such other director or officer of the Company as the President of the Company Chairman shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Secretary and Chief Financial Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant the Chief Executive Officer of the Company and to any or all of the Company's subsidiaries, as the case may be, and as may be determined by the Board of Directors in its sole and absolute discretion from time to time, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such corporate management related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles Article "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Board of the CompanyDirectors, or upon the advice or instructions of such other director or officer of the Company as the President Board of the Company Directors shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Employee as a consultant to the CompanyVice-President of Sales and Marketing of each of the Companies, and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Employee by, the Board of Directors of the Company (the "Board of Directors" herein) consistent with such positionpositions, and the Executive Employee also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant and, through the Consultant, ▇▇. ▇▇▇▇▇▇, shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard of Directors, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Company Board of Directors shall, from time to time, designate in times of the PresidentChairman of the Board of Director's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as a consultant to Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors of the Company (the "Board"), consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related management services, associated with the positions of President and operational services Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "GENERAL SERVICES"). Westhampton hereby approves of the appointment of the Executive to fulfill the General Services"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall will initially commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the CompanyBoard, or upon the advice or instructions of such other director Director or officer of the Company as the President of the Company shallChairman may, from time to time, designate in times of the President's absenceas necessary, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board Board. 5.3 Without in any manner limiting the generality of Directorsthe General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company, taking into account the employment obligations of the Executive to Westhampton. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company or Westhampton. In that regard, the Executive, Westhampton and the Company shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Executive.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the President and Chief Executive Officer of each of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’ various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the President's Chairman’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the Company, and the Executive hereby agrees agrees, through ▇▇. ▇▇▇, to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly initially acknowledged and agreed by the Parties that the Executive's initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule "A" which is attached hereto and which forms a material part hereof; and it being also acknowledged and agreed by the Parties that the Executive shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis (meaning approximately two business days during each week at the moment) during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement any Renewal Period the Company hereby agrees to retain the Executive as a consultant to the Executive Vice President of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such position, and the Executive also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's ’s various Business interests during the Initial Term and during the continuance of this Agreement any Renewal Period (collectively, the "“General Services"”); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement any Renewal Period for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "“4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's ’s absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees to retain the Executive as a consultant to the CompanySecretary, Treasurer, Chief Financial Officer and Chief Operating Officer of each of the Companies, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's Companies' various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company Companies the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company Companies hereby agrees agree to retain the Executive Consultant as a consultant to and on behalf of the CompanyCompanies, or to and on behalf of any of the Executive hereby agrees to Companies’ respective subsidiaries, as the case may be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, may be determined by the Board of Directors consistent with such positionof the Company, from time to time, and in its sole and absolute discretion, and the Executive also Consultant hereby agrees to accept such position in order to provide such qualified management consulting and related management and operational services as may be determined by the Board of Directors shallDirectors, from time to time, reasonably assign and in its sole and absolute discretion, in order to develop the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during of the Initial Term and Company during the continuance of this Agreement (collectively, the "“General Services"”); it being expressly initially acknowledged and agreed by each of the Parties hereto that the Executive Consultant’s initial and required General Services under the terms and conditions of this Agreement are particularly described in Schedule “A” which is attached hereto and which forms a material part hereof; and it being further acknowledged and agreed by each of the Parties hereto that the Consultant shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees agree to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts Options (as set forth hereinafter determined) and Expense (as hereinafter determined) payment reimbursements in Articles "accordance with Article “4" ” hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of the Company, or upon the advice or instructions of such other director or officer of the Company as the President of the Company shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive as a consultant to the President and Chief Executive Officer of the Company, and the Executive hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Board of Directors consistent with such positionpositions, and the Executive also agrees to accept such position positions in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive shall initially commit and provide to the Company the General Services on a reasonably full-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. 5.1 During the Initial Term and during the continuance of this Agreement the Company hereby agrees to appoint and to retain the Executive as a consultant to Director and as the President and Chief Executive Officer of the Company, and the respectively. The Executive hereby agrees to be subject to the direction and supervision of, and to have the such authority as is delegated to the Executive by, the Board of Directors Directors, consistent with such position, and the positions. The Executive also agrees to accept such position positions in order to carry out the duties of a Director and to provide such related management services, associated with the positions of President and operational services Chief Executive Officer, as the Board of Directors shallmay, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, herein collectively described as the "GENERAL SERVICES"). ▇▇▇▇▇▇ hereby approves of the appointment of the Executive to fulfill the General Services"); it . 5.2 It being expressly acknowledged and agreed by the Parties hereto that the Executive shall will initially commit to and provide to the Company the General Services on a reasonably full-time the basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive each of the proposed compensation amounts as set forth in Articles "4" hereinbelowherein. In this regard it is hereby acknowledged and agreed that the Executive, as President and Chief Executive Officer, shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director Director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors. 5.3 Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein and subject to the provisions of letter "G" of the Whereas Clauses hereof, it is hereby also acknowledged and agreed that Executive will, during the continuance of this Agreement, devote a substantial amount of professional and business effort, energy and enterprise, both as to the time and commitment, to the General Services. 5.4 The Executive will perform the said General Services faithfully, diligently, to the best of the Executive's capabilities with the resources at its disposal and in the best interests of the Company, taking into account the employment obligations of the Executive to ▇▇▇▇▇▇. 5.5 Included in the general definition and meaning of General Services, hereunder, are those duties, responsibilities and obligations that the Executive has agreed to be bound by as a Director. 5.6 In any event the Executive will not engage in any activity which is in a conflict of interests with its engagement under this Agreement or contrary to the best interests of the Company or ▇▇▇▇▇▇. In that regard, the Executive, ▇▇▇▇▇▇ and the Company shall regularly consult and make necessary and appropriate records available to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Executive.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive Consultant as a management consultant to the Company, and the Executive Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive Consultant by, the Board of Directors consistent with such position, and the Executive Consultant also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Consultant shall initially commit and provide to the Company the General Services on a reasonably fullpart-time basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Consultant each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.

General Services. During the Initial Term and during the continuance of this Agreement the Company hereby agrees to retain the Executive employEmployee as a consultant to the Company, its President and CEO and the Executive Employee hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Executive him by, the Board of Directors consistent with such position, and the Executive Employee also agrees to accept such position in order to provide such related management and operational services as the Board of Directors shall, from time to time, reasonably assign to the Executive Employee and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the Initial Term and during the continuance of this Agreement (collectively, the "General Services"); it being expressly acknowledged and agreed by the Parties hereto that the Executive Employee shall initially commit and provide to the Company the General Services on a reasonably fullnon-time exclusive, however, priority basis during the Initial Term and during the continuance of this Agreement for which the Company, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Executive Employee each of the proposed compensation amounts as set forth in Articles "4" hereinbelow. In this regard it is hereby acknowledged and agreed that the Executive Employee shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President Chairman of the Board of Directors of the Company, or upon the advice or instructions of such other director or officer of the Company as the President Chairman of the Board of Directors of the Company shall, from time to time, designate in times of the PresidentChairman's absence, in order to initiate, coordinate and implement the General Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors.