Company provided that any such expenses are incurred with the prior knowledge and approval ofCompany. Such reimbursement for expenses shall be paid upon submission of appropriateinvoices/receipts to Company. No payroll or employment taxes of any kind (including, but notlimited to, FICA, FUTA, federal or state personal income taxes, state disability insurance taxes,and state unemployment taxes) shall be withheld or paid with respect to any payments to Consultant.Company and Consultant agree that Consultant is fully and solely responsible for filing appropriatetax returns, social security contributions and any other relevant payments to governmentauthorities. Consultant acknowledges and agrees that the Fee set forth herein is the onlycompensation for services performed in connection with the Work, and that he is not entitled to anycommissions or compensation other than the Fee, except as provided in Section 4(b) below.     (b) In the event that the Company enters into a definitive agreement (subject to customaryclosing conditions) on or before April 30, 2008 to engage in Project Triumph on terms andconditions substantially similar to the terms and conditions negotiated in December 2007, asdetermined by the Company in good faith, and the closing of such transaction occurs on or beforeDecember 31, 2008, Consultant shall receive, within 30 days following the consummation of suchtransaction, and subject to execution of the Release, as such term is defined in the separationagreement by and between the Consultant and the Company and dated January 24, 2008 (the “SeparationAgreement”), and such Release becoming effective, following the end of the Term, a lump sum bonusequal to $1,750,000.     (c) The payments of this Section 4 above are full and complete compensation for the Workprovided by Consultant under this Agreement.**5.****INDEPENDENT CONTRACTOR**     Consultant’s relationship with Company will be that of an independent contractor. Nothing inthis Agreement is to be construed as designating Consultant as an employee, agent, joint venturer,or partner of Company. Consultant shall not have the authority to bind or contract on behalf ofCompany in the performance of the Work.**6.****HOLD HARMLESS**     Consultant acknowledges that he shall be solely responsible for personal injury and/orproperty damage incurred by him while performing the Work, except to the extent such injury and/orproperty damage is the result of negligence on the part of the Company or its employees. Consultantwill hold Company harmless from and against any personal injury or property damages that occurswhile traveling on behalf of Company or while present at any facilities owned by Company, except tothe extent such injury and/or property damage is the result of negligence on the part of theCompany or its employees.**7**. **ASSIGNMENT.**     Neither this Agreement (including all rights, duties and obligations hereunder) nor any claimagainst Company or Consultant arising directly or indirectly out of or in connection with thisAgreement shall be assignable by Company or Consultant or by operation of law, without the priorwritten consent of the other party. However, notwithstanding the above, Company shall have theright to assign this Agreement to an affiliate of Company, or to a purchaser or other successor toa significant portion of Company’s assets involved in the subject matter hereof, without theconsent of Consultant.**8.****MISCELLANEOUS**     (a) Each of the provisions contained in this Agreement shall be severable, and theunenforceability of one shall not affect the enforceability of any others or of the remainder ofthis Agreement.
 

 
     (b) This Agreement may not be amended, supplemented or otherwise modified except by aninstrument in writing signed by all the parties hereto. This Agreement and the Separation Agreementtogether contain the entire agreement of the parties hereto with respect to the transactionscovered hereby, superseding all negotiations, prior discussions and preliminary agreements madeprior to the date hereof.     (c) This Agreement is solely for the benefit of the parties hereto and their respectiveaffiliates, if any, and no provision of this Agreement shall be deemed to confer upon third partiesany remedy, claim, liability, reimbursement, claim of action or other right in excess of thoseexisting without reference to this Agreement.     (d) The failure of any party to enforce any condition or part of this Agreement at any timeshall not be construed as a waiver of that condition or part, nor shall it forfeit any rights tofuture enforcement thereof     (e) This Agreement shall be construed and enforced in accordance with and governed by thelaws of the State of Delaware without regard to the conflicts of laws provisions thereof     (f) More than one counterpart of this Agreement may be executed by the parties hereto, andeach fully executed counterpart shall be deemed an original.     (g) All communications, notices and consents provided for herein shall be in writing and begiven in person or by means of telex, facsimile or other means of wire transmission (with requestfor assurance of receipt in a manner typical with respect to communications of that type) or bymail, and shall become effective (x) on delivery if given in person, (y) on the date oftransmission if sent by telex, facsimile or other means of wire transmission, or (z) four businessdays after being deposited in the United States mails, with proper postage and documentation, forfirst-class registered or certified mail, prepaid.Notices shall be addressed as follows: If to Consultant,to:George Gregory