CONSULTING
AGREEMENT

     

    THIS CONSULTING AGREEMENT (the
“Agreement”) made by and between Execuserve Corp. (“the Company”), and W. Thomas
Eley (“Consultant”) as of the 9th day of February, 2010;

     

    WHEREAS, the Company is a
corporation duly organized and existing under the provisions of the Code of
Virginia of 1950, as amended, for the purpose of engaging in the sale of human
resource software and other related business; and

     

    WHEREAS, Consultant has
experience in the administration of the Company and in the sales of services and
implementation of software applications; and

     

    WHEREAS Consultant is willing
to perform consulting services for the Company concerning administration of the
Company, the sales of services and implementation of software applications
(“consulting”); and

     

    WHEREAS Consultant is willing
to perform personnel search services (“personnel searches”) exclusively for the
Company; and

     

    NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth below, the Company
and Consultant agree as follows:

     

    1. Consulting
.  Consultant agrees to make himself available to Company for
consulting services for a minimum of one day each week during this agreement,
scheduled as mutually convenient between the parties hereto, with the
understanding that Consultant shall make his best effort to give priority to
consulting requests, and that the Company shall make its best effort to give
Consultant reasonable advanced notice of consultation scheduling
requests.  The parties agree that consultation shall be upon the
request of the Company, and that Consultant shall have no duty to perform
services for the Company except upon request.  The parties further
agree that requests for consultation in excess of one day each week shall be
granted at the discretion of the Consultant, and shall be separately compensated
as discussed below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.  Personnel
Searches.  The parties
hereto contemplate that Consultant will perform personnel searches for clients
seeking to fill employment vacancies, including searches initiated by the
Company as well as searches developed by Consultant.  Revenue from
such searches shall be shared as discussed below.

     

    3.   Compensation.  The
Company shall pay to Consultant compensation at the rate of ONE THOUSAND FIVE
HUNDRED DOLLARS ($1,500) per month as a retainer (the “retainer”) payable on the
first business day of each calendar month, pro-rated appropriately for any
period which shall include less than one day each week.  Consultation
up to one day each week shall be compensated by the retainer.  In the
event Consultant provides consulting services in excess of one day each week
pursuant to this agreement, Consultant shall be compensated at the rate of SIXTY
TWO DOLLARS AND FIFTY CENTS ($62.50) per hour for all time exceeding one day
each week.

     

    In addition to consultation, Consultant
will perform personnel searches as described above.  The parties agree
that revenue from such searches shall be applied first to the Company’s out of
pocket expenses, with the remaining net revenue to be shared between the
parties,fifty percent (50%) to the Company and fifty percent (50%) to the
Consultant.

     

    4. Best
Efforts. Consultant agrees that he shall devote reasonable time,
attention, knowledge and skill to the business interests of the Company whenever
performing services pursuant to this agreement, and agrees not to accept other
engagements which would prevent his devotion of at least one day each week to
services under this agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.  Competitive
Businesses. The parties agree that the Company’s business would be harmed
by Consultant’s performance of consulting or personnel searches for the
Company’s competitors.  During the period of the Agreement, Consultant
shall not enter into any other agreement to perform consulting or personnel
searches for any person or entity involved in the business of conducting
personnel searches in competition with the Company.

     

    The parties hereto expressly
contemplate that Consultant will engage in other non competitive businesses,
including, but not limited to, real estate sales.

     

    6. Customers
and Records. Consultant acknowledges that all customers and prospects of
the Company during the period of the Agreement are the Company’s clients. Upon
termination of the Agreement, Consultant shall not, without prior written
consent of the Company, solicit the Company’s clients. Consultant acknowledges
that all records of the Company belong solely to the Company, and Consultant
shall not remove or copy such records without the consent of the
Company.

     

    7. Term of
the Agreement. The term of this Agreement shall be for twenty-four (24)
months from the effective date hereof, and after such term shall automatically
renew for successive twelve month terms until the Agreement is terminated as
hereinafter provided.

     

    8.  Termination
of the Agreement.

    8.1. This
Agreement may be terminated by the Company upon provision to Consultant of three
(3) months written notice of termination.

    8.2. The
Company shall have the option to terminate this Agreement immediately should any
of the following occur:

    (i)           the
failure by Consultant to perform Consultant's duties under this Agreement (other
than any such failure resulting from Consultant's Disability) and such failure
continues uncured for more than 30 calendar days after Consultant is given
written notice of such failure by the Company,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)           Consultant
is found guilty of, or pleas nolo contendre to, a felony
or other crime involving moral turpitude or any other act or omission involving
misappropriation, embezzlement, dishonesty or fraud with respect to the Company
or any of the Company’s customers, clients, suppliers or
distributors,

    (iii)          Consultant
engages in conduct causing the Company or any of the Company’s products or
services substantial public disgrace or disrepute resulting in substantial
economic harm to the Company,

    (iv)   
      Consultant engages in any act or omission
that would knowingly aid or abet a competitor, supplier, customer, client or key
retailer of the Company to the material disadvantage or detriment of the Company
or the Company’s products or services, or

    (v)           Consultant
breaches in a material manner any of Consultant’s obligations under this
Agreement, and such breach continues uncured for more than 30 calendar days
after Consultant is given written notice of such breach by the
Company.

    


    8.3.
Consultant shall have the option to terminate this Agreement immediately upon
the Company’s violation of any covenant or term herein contained if such failure
continues uncured for more than 30 calendar days after Company is given written
notice of such failure by the Consultant.

     

    8.4 Upon
termination of this Agreement, except if terminated in accordance with Section
8.2 (ii) and/or Section 8.2 (iv) hereof, Consultant shall have the right to
utilize the Company’s assessment software, in a manner similar to any typical
customer, as commercially available at that time, for the consultant’s personal
use only, at no cost for up to 150 assessments per year.

     

    10. Complete
Agreement. This Agreement contains
the complete agreement of the parties concerning the Consultant’s provision of
consulting services during the term of the Agreement.  This Agreement
shall, as of the date hereof, supersede all other agreements between the
parties.  The Company and Consultant hereby stipulate that neither of
them has made any representations respecting the subject matter of this
Agreement except those representations expressly set forth
herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.  Notices.  All
requests, demands, notices and other communications required or otherwise given
under this Agreement shall be deemed sufficiently given if (a) delivered by
hand, against written receipt therefor, (b) forwarded via a nationally
recognized overnight courier requiring delivery the next business day and
written acknowledgment of receipt or (c) mailed by postage prepaid, registered
or certified mail, return receipt requested, in any event, addressed as
follows:

    


    
      
        
          
            
              	
                      If
      to the Company, to:

                    	 	
                      Execuserve
      Corp.

                    
	 
      	 	
                      6688
      Main Street

                    
	 
      	 	
                      Glouchester,
      VA 23061

                    
	 
      	 	
                      Attn:
      Jim Robinson, President

                    
	 
      	 	 
      
	
                      With
      a copy to:

                    	 	
                      Execuserve
      Corp.

                    
	 
      	 	
                      c/o
      Compliance Systems Corporation

                    
	 
      	 	
                      50
      Glen Street, Suite 308

                    
	 
      	 	
                      Glen
      Cove, NY 11542

                    
	 
      	 	
                      Attn:
      Dean Garfinkel, Chairman

                    
	 
      	 	 
      
	
                      With
      a copy to:

                    	 	
                      Dennis
      C. O’Rourke, Esq.

                    
	 
      	 	
                      Moritt
      Hock Hamroff & Horowitz LLP

                    
	 
      	 	
                      400
      Garden City Plaza

                    
	 
      	 	
                      Garden
      City, New York 11530

                    
	 
      	 	 
      
	
                      If
      to Consultant, to:

                    	 	
                      W.
      Thomas Eley

                    
	 
      	 	
                      P.O.
      Box 456

                    
	 
      	 	
                      Mathews,
      VA 23109

                    
	 
      	 	 
      
	
                      With
      a copy to:

                    	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      


            

          

        

      

    

    


    or, in
the case of any of the parties to this Agreement, at such other address as such
party shall have furnished in writing, in accordance with this section 21, to
the other party to this Agreement.  Each such request, demand, notice
or other communication shall be deemed given (i) on the date of delivery by
hand, (ii) on the first business day following the date of delivery to an
overnight courier or (iii) three business days following mailing by registered
or certified mail.

     

    12. Modification
of Contract. No waiver or modification of this Agreement or of any
covenant, condition, or limitation contained in this Agreement shall be valid
unless it is in writing and duly executed by the parties. No evidence of any
waiver or modification shall be offered or received in evidence at any
proceeding, perpetration, or litigation between the parties arising out of or
affecting this Agreement, unless such waiver or modification is in writing duly
executed by both parties.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13. Choice of
Law, Severability. This Agreement and performance hereunder shall be
governed by the laws of the Commonwealth of Virginia. The invalidity or
unenforceability of any provision of the Agreement shall not affect the validity
or enforceability of any other provision.

     

    14. Attorneys’
Fees. In the event of any suit or action filed relating to this
Agreement, the unsuccessful party shall pay to the successful party, in addition
to all other sums that either party may be called upon to pay, a reasonable sum
for the successful party’s attorneys’ fees.

     

    IN WITNESS WHEREOF, the
following signatures and seals.

    


    
      
        
          	 
      	
                  The
      Company: Execuserve Corp.

                
	 
      	 
      
	 
      	
                  By:

                	
                  Jim Robison

                	
                  (Seal)

                
	 
      	
                  JIM
      ROBINSON, President

                
	 
      	 
      
	 
      	
                  Consultant

                
	 
      	 
      
	 
      	
                  By:

                	
                  W. Thomas Eley

                	
                  (Seal)

                
	 
      	
                  W.
      THOMAS ELEY