Exhibit
      A

     

     

    ALEX
      KATZ

     

    CONSULTING
      AGREEMENT

     

    


    THIS
      CONSULTING AGREEMENT
      (this
“Agreement”), executed on this 20th day of July, 2006 (the “Effective Date”), by
      and between Jordan 1 Holdings Company, a Delaware corporation (the “Company”),
      and Alex Katz (“Consultant” or “Katz”).

     

    WHEREAS,
      Consultant wishes to provide services to the Company, and the Company wishes
      to
      engage Consultant in such capacity; and 

     

    WHEREAS,
      the
      parties believe it to be in their mutual interest to set forth in writing the
      terms and conditions of Consultant’s services for the Company; and

     

    WHEREAS,
      this
      Agreement shall govern the relationship between the parties from and after
      the
      date hereof.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing, the parties agree as follows:

     

    1.  Recitals.
      The
      above recitals are true and correct and fully incorporate herein and form an
      integral part of this Agreement.

     

    2.  Engagement.
      The
      Company hereby retains Consultant and Consultant hereby agrees to act as a
      consultant to the Company. Consultant shall perform such services for the
      Company as may be assigned to him by the Company’s chief executive officer or
      such other senior executive officer as shall be determined by the Company’s
      board of directors from time to time (the “Consulting
      Services”)
      including, but not limited to, the services specified in Appendix A to this
      agreement. The Consultant shall exercise his own reasonable judgment and employ
      such means as he, in good faith, determines are reasonable in performing the
      Consulting Services, and the Company will not exercise any control over the
      methods or means employed by the Consultant in performing the Consulting
      Services; provided, that Consultant shall comply with the Company’s code of
      ethics and general policies. The Consulting Services shall be performed at
      such
      times and at such locations as Consultant shall determine. Consultant shall
      provide the servies of Alex Katz (“Katz”). 

     

    3.  Independent
      Contractor Status.
      It is
      understood and agreed that in the performance of the Consulting Services by
      the
      Consultant hereunder, it is acting as an independent contractor and not in
      any
      way as an employee or agent of the Company. Neither Consultant nor any employee
      of Consultant shall have any power to make any commitment on behalf of the
      Company or to execute any document, instrument, letter or intent or any formal
      or informal undertaking on behalf of the Company. The Consultant may be required
      upon request of the Board, to submit to the Company written or oral reports
      regarding his activities. Employees of the Consultant and others retained by
      the
      Consultant are not employees of the Company for purposes of worker’s
      compensation, unemployment insurance, medical, disability and group life
      insurance and they are not eligible to participate in any welfare, pension,
      profit sharing or fringe benefit plan or arrangement of the Company. Consultant
      shall maintain such workers compensation, disability and other insurance as
      may
      be required by law and shall, at the request of the Company, provide the Company
      with evidence of such insurance.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    4.  Term.
      This
      Agreement shall commence on the Effective Date and shall expire on the fifth
      (5th)
      anniversary of the Effective Date (the “Term”); except, however:

     

    A.  if
      as of
      one hundred fifty (150) days before the end of the Term neither the Company
      nor
      Consultant has given the other written notice that it has declined to renew
      this
      Agreement at the end of the Term, the Term (which includes any renewal period
      pursuant to this clause (a) of Section 4) shall automatically renew on for
      an
      additional year (i.e., so that, absent 150 days’ prior written notice, the Term
      shall automatically renew on a year-to-year basis) until the close of business
      on the following anniversary of the Effective Date, and 

     

    B.  notwithstanding
      anything herein to the contrary, the Term shall be subject to early termination
      as provided in Section 12 hereof.

     

    5.  Compensation

     

    A.  Base
      Compensation.
      For all
      services rendered during the Term by Consultant to the Company, Consultant
      shall
      receive base compensation (“Base Compensation”) determined as follows: (i) until
      the first anniversary of the Effective Date, the Base Compensation shall be
      $180,000.00 per annum; and (ii) on each anniversary of the Effective Date,
      the
      Base Compensation for the ensuing year shall be increased in proportion to
      the
      increase in the Consumer Price Index All Items for All Urban Consumers New
      York-Northern New Jersey-Long Island, NY-NJ-PA-CT with Base of (1982-1984=100)
      published by the United States Department of Labor and Statistics (“CPI”) as
      measured from the preceding anniversary of the Effective Date. For purposes
      of
      the preceding sentence, if the CPI is not published as of a given date, as
      of
      the most recent date on which such index has been published; however, if
      publication of the CPI is discontinued, the parties hereto shall accept
      comparable statistics on the cost of living for the New York, New York area
      as
      computed and published by an agency of the United States government, or if
      no
      such agency computes and publishes such statistics, by any regularly published
      national financial periodical that does compute and publish such statistics.
      In
      addition, the Base Salary shall be reviewed periodically by the Company’s board
      of directors (the “Board”)
      and
      shall be increased on a merit basis as determined by the Board. The Company
      shall pay Consultant the Base Compensation in twenty-four (24) equal
      semi-monthly payments, with such payments to be made on every 15th
      and
      every 30th
      of the
      month (except the second payment in the month of February shall be paid on
      the
      28th)
      (each
      such date on which payment is due, a “Payment Date”) throughout the Term,
      starting with the first Payment Date after the Effective Date.

     

    B. Bonus
      Payments and Additional Compensation.
      Throughout the Term, if Board of Directors shall determine that Consultant
      shall
      be entitled to any bonus compensation, options or other equity grants, such
      determination shall be made by a compensation committee comprised of independent
      directors of the Company. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    6.  Facilities.
      Throughout the Term, Consultant shall be furnished with such facilities and
      services as are adequate and sufficient for the performance of his duties.
      Without limiting the generality of the foregoing, it is specifically agreed
      that
      Consultant shall determine his place of work, and Consultant shall not be
      required to spend time at other locations with such frequency or for such
      periods as would require, as a practical matter, Consultant to relocate his
      principal residence.

     

    7.  Benefits.
      The
      Company agrees to provide Consultant with the following benefits:

     

    A.  Benefits.Throughout
      the Term, any person who generally performs services for the Company for more
      than twenty (20) hours per week (exclusive of vacation, holiday, sick time
      and
      reasonable personal days) shall be entitled to participate in each “Benefit
      Plan” (as defined below) on terms and conditions no less favorable to Consultant
      than those that apply to any other officer or employee of the Company or any
      direct or indirect subsidiary thereof. To the extent permitted by applicable
      law
      and the terms of any such Benefit Plan, the Company shall cause any waiting
      or
      non-eligibility period to be waived so that Consultant may participate as soon
      as possible. For purposes hereof, “Benefit Plan” means any “employee benefit
      plan” (as such term is defined in Section 3(3) of Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), whether or not the plan is subject
      to ERISA) maintained, sponsored or contributed to by the Company or any of
      its
“Control Affiliates” (as defined in Section 16(B)(v) hereof), including any
      entity that would be considered an affiliate for purposes of any provision
      of
      ERISA. In addition, regardless of any health insurance or other Benefit Plan
      that the Company may offer, the Company shall offer Consultant, at no cost
      to
      Consultant, full participation for Consultant and his family in Blue Cross/Blue
      Shield Personal Choice - High Option with Drug Benefits; except, however, if
      such health insurance plan is no longer provided in the marketplace, the Company
      shall provide coverage for Consultant and his family under an alternate health
      insurance plan that is no less favorable to Consultant in any respect. To the
      extent that the terms of any Benefit Plan do not permit the Company to include
      any employees of Consultant to participate in the Benefit Plan, the Company
      will, to the extent practical, reimburse Consultant for the cost of providing
      such benefits in an amount not exceeding the amount which the Company would
      have
      paid if the employees of Consulant who would be covered by the Benefit Plan
      were
      covered.

     

    B.  Automobile
      Allowance.
      Throughout
      the Term, the Company shall provide Consultant with an automobile allowance
      in
      the amount of $1,000 per month for leasing, insuring, maintaining and repairing
      an automobile of Consultant’s choice. In addition, the Consultant shall promptly
      reimburse Consultant for all fuel expenses incurred by him in the performance
      of
      his duties to the Company upon presentation of receipts or other documentation
      indicating the amount and business purposes of any such expenses. 

     

    8.  Reimbursement
      of Attorneys’ Fees and Costs.
      On the
      first Payment Date after the Effective Date, Consultant shall be entitled to
      reimbursement for all attorneys’ fees and costs incurred by Consultant in
      connection with negotiating and entering into this Agreement and related
      matters. .

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    9.  Development
      and Other Activity Expenses.
      The
      Company recognizes that Consultant will have to incur certain out-of-pocket
      expenses relating to his services and the Company’s business, and the Company
      agrees to promptly reimburse Consultant for all reasonable expenses incurred
      by
      him in the performance of his duties to the Company upon presentation of a
      voucher or documentation indicating the amount and business purposes of any
      such
      expenses in accordance with the Company’s expense reimbursement policies. These
      expenses include, but are not limited to, travel, meals, entertainment,
      etc.

     

    10.  Indemnification;
      Advancement of Expenses.

     

    A.  Indemnification.
      The
      Company agrees to indemnify, defend and hold harmless Consultant from any and
      all liabilities, obligations, judgments, awards, settlement payments,
      deficiencies, penalties, fines, costs, expenses (including, without limitation,
      attorneys’ and other professional fees and costs), losses and other damages of
      any kind resulting from any “Covered Claim” (as defined below), except to the
      extent expressly prohibited by applicable law. For purposes hereof, “Covered
      Claim” means any suit, arbitration, action, audit, hearing, proceeding,
      investigation or claim of any kind that may be asserted against or otherwise
      involve (whether by subpoena, as a witness or otherwise) Consultant relating
      in
      any way to Consultant’s services or activities for or Consultant’s duties
      (contractual, fiduciary or otherwise) to the Company or any shareholder thereof,
      to any direct or indirect subsidiary of the Company, to any Benefit Plan or
      participant thereof or to any other person or entity that Consultant may serve
      at the request of the Company.

     

    B.  Advancement
      of Expenses.
      The
      Company agrees to advance all costs and expenses (including, without limitation,
      attorneys’ and other professional fees and costs) incurred by Consultant in
      connection with any Covered Claim, except to the extent (i) prohibited by
      applicable law or (ii) asserted as a direct claim by the Company based on
      conduct by Consultant described in Sections 14(C)(i)-(iv) of this Agreement.
      Without limiting the generality of the foregoing, if Consultant retains his
      own
      independent attorneys or other professionals in connection with any Covered
      Claim, the Company shall pay all attorneys’ and other professional fees and
      costs so incurred within thirty (30) days of a notice from Consultant informing
      the Company of such fees and costs. Without limiting the generality of the
      foregoing, the Company specifically agrees to advance all costs and expenses
      (including, without limitation, attorneys’ and other professional fees and
      costs) incurred by Consultant that would have been covered under a liability
      insurance policy maintained by the Company but for application of a deductible
      or other limit on the amount of coverage.

     

    C.  Indemnification
      and Similar Agreements.
      During
      the Term, if the Company enters into any agreement with any of the Company’s
      directors or officers providing exculpation, indemnification, defense, hold
      harmless protection, advancement of expenses or any other similar rights or
      protections, the Company shall enter into a similar agreement providing
      Consultant with exculpation, indemnification, defense, hold harmless protection,
      advancement of expenses and all other rights and protections that are no less
      favorable to Consultant in any respect (such agreement with Consultant, an
      “Indemnification Agreement”).

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    D.  Cumulative
      Rights.
      All
      rights and protections provided to Consultant under this Section 11, any further
      agreement entered into pursuant to Section 11(D) hereof, under the
      articles/certificate of incorporation or bylaws of the Company, at law, in
      equity or otherwise shall be in addition to and cumulative with each
      other.

     

    11.  Office
      and Support Staff.
      Throughout the Term, Consultant shall be entitled to an office of a size and
      with furnishings and other appointments, and to secretarial and other
      assistants, at least equal to those provided to any other management level
      employee of the Company.

     

    12.  Termination.
      

     

    A.  Grounds.
      The
      Term shall terminate in the event of the death of Katz. In addition, the Company
      shall have the right to terminate this Agreement only (i) in the case of Katz’
Disability, (ii) by Termination with Cause or (iii) Consultant may terminate
      this Agreement hereunder pursuant to a Voluntary Termination, a Voluntary
      Termination for Good Reason. For purposes of this Agreement, Disability,
      Voluntary Termination, Voluntary Termination for Good Reason, and Termination
      With Cause are defined in Section 13 of this Agreement. 

     

    B.  Notice
      of Termination.
      Any
      termination of the Term, other than upon death, shall be communicated by Notice
      of Termination. For purposes of this Agreement, a “Notice of Termination” means
      a written notice which (i) indicates the specific termination provision in
      this
      Agreement relied upon and the specific ground for termination; (ii) sets forth
      in reasonable detail the facts and circumstances claimed to provided as a basis
      for such termination; and (iii) the date of termination in accordance with
      (C)
      below. The failure of Consultant to set forth in the Notice of Termination
      any
      fact or circumstance which contributes to a showing of Good Reason shall not
      waive any right of Consultant hereunder or preclude Consultant from asserting
      such fact or circumstance in enforcing his rights hereunder.

     

    C.  Date
      of Termination.
“Date
      of Termination” means the date on which this Agreement terminates pursuant to
      this Section 12, determined as follows:

     

    (i)  This
      Agreement may be terminated by either Consultant or the Company in the event
      of
      Katz’ Disability. The Date of Termination shall be the date of such
      notice.

     

    (ii)  If
      Consultant’s services are terminated by reason of Katz’ Death, the Date of
      Termination shall be the date of Katz’ death.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (iii)  If
      this
      Agreement is terminated by Consultant’s by reason of Voluntary Termination, the
      Date of Termination shall be thirty (30) days from the date of the Notice of
      Termination. In addition, if Consultant voluntarily refuses to provide
      substantially all of the services described in Section 3 hereof for a period
      of
      four (4) consecutive weeks, Consultant shall be deemed to have terminated this
      Agreement by Voluntary Termination, with the Date of Termination on the last
      day
      of such 4-week period. The Company may treat Consultant’s voluntary refusal to
      provide services for four consecutive weeks as grounds for Termination With
      Cause, by giving Consultant written notice of such grounds for termination,
      in
      which case Consultant shall have a period of thirty (30) days to cure such
      cause
      to the reasonable satisfaction of the Board, failing which this Agreement shall
      be deemed terminated at the end of the such 30-day period. Notwithstanding
      anything herein to the contrary, a voluntary refusal to provide services shall
      not include any time absent due to: (a) illness, injury or any other physical
      or
      mental inability of Katz or a member of Katz’ immediate family, provided such
      illness or injury is adequately substantiated at the reasonable request of
      the
      Company, (b) reasonable vacation or personal time taken without breach of this
      Agreement or (c) any absence from service with written consent of the
      Board.

     

    (iv)  If
      this
      Agreement is terminated by reason of Voluntary Termination for Good Reason,
      the
      Date of Termination shall be the date of the Notice of Termination.

     

    13.  Certain
      Definitions.
      For the
      purposes of this Agreement, the following terms shall have the following
      definitions:

     

    A.  “Disability”
      means a physical or mental inability, confirmed by three (3) independent
      licensed physicians, to perform substantially all of the services described
      in
      Section 3 hereof that continues for a period of one hundred twenty (120)
      consecutive days.

     

    B.  “Voluntary
      Termination” means Consultant’s voluntary termination of this Agreement
      hereunder for any reason, other than a Voluntary Termination With Good
      Reason.

     

    C.  “Termination
      With Cause” means the termination of this Agreement by act of the Board at a
      duly convened meeting, at which Consultant shall be entitled to be present
      and
      shall have a reasonable opportunity to present information it believes should
      be
      considered by the Board, for any of the following reasons, if
      applicable:

     

    (i)  Katz’
      conviction of a crime involving some act of dishonesty or moral turpitude
      (specifically excepting simple misdemeanors not involving acts of dishonesty
      and
      all traffic violations other the vehicular homicide);

     

    (ii)  Katz’
      theft, embezzlement, misappropriation of or intentional and malicious infliction
      of damage to the Company’s property or business opportunity;

     

    (iii)  Katz’
      abuse of alcohol, drugs or other illegal or intoxicating substances as
      determined by an independent medical physician; or

     

    (iv)  Consultant’s
      or Katz’ engaging in gross dereliction of duties, repeated refusal to perform
      reasonably assigned duties appropriate for Consultant’s position, or repeated
      violation of the Company’s reasonable written policies after written
      warning.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (v)  Consultant’s
      inability to provide the services of Katz other than as result of Katz’ death,
      Disability or Voluntary Termination for Good Reason or as provided in Section
      12(C)(iii).

     

    D.  “Voluntary
      Termination for Good Reason” means Consultant’s termination of this  Agreement
      after the occurrence of any of the following: 

     

    (i)  any
      failure of the Company to pay or provide Base Compensation, perquisites or
      compensation of any kind as and when due under this Agreement;

     

    (ii)  a
      material reduction in any of the benefits or perquisites provided to Consultant
      without Consultant’s consent, even if consistent with a reduction in the same
      benefits and perquisites provided to all other officers of the
      Company;

     

    (iii)  any
      imposition of a requirement on Consultant to perform services for a significant
      portion of his time at a location other than (a) within a twenty-mile commuting
      distance of Jenkintown, Pennsylvania, (b) New York City, New York or (c) a
      location agreed to in writing by Consultant;

     

    (iv)  assigning
      to Consultant any duty that is illegal, unethical, demeaning or otherwise
      inappropriate for a person performing high level activities for the
      Company;

     

    (v)  any
      breach of Section 10 hereof (including, without limitation, any failure to
      enter
      into an Indemnification Agreement as required by Section 11(D) hereof), any
      breach of an Indemnification Agreement or any amendment to the
      articles/certificate of incorporation or bylaws of the Company which amendment
      adversely affects any limitation on Consultant’s personal liability or
      Consultant’s rights to indemnification, advancement of expenses or any similar
      rights or protections;

     

    (vi)  any
      material breach of this Agreement by the Company committed intentionally or
      knowingly;

     

    (vii)  any
      other
      material breach by the Company of this Agreement that remains uncured for more
      than, or is repeated after, thirty (30) days following receipt of written notice
      thereof from Consultant

     

    14.  Compensation
      Upon Termination - Obligations of the Company Upon
      Termination.

     

    A.  Death,
      Disability or Voluntary Termination for Good Reason.
      If
      Consultant’s service with the Company terminates as a result of Katz’ death,
      Katz’ Disability or Voluntary Termination for Good Reason, the Company shall pay
      Consultant all of the following:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (i)  Within
      ninety (90) days following the Date of Termination, the Company shall pay
      Consultant cash compensation in a lump sum equal to the difference obtaining
      by
      taking (a) Consultant’s then-current annual Base Compensation and subtracting
      (b) the “Disability Proceeds” (as defined below) received from the end of the
      120-day period referenced in Section 13(A) hereof through the date on which
      payment is due under this Section 15(A)(i), where “Disability Proceeds” means
      proceeds received by Consultant under any disability insurance policies paid
      for
      by the Company.

     

    (ii)  On
      the
      first Payment Date on or after the Date of Termination, the Company shall pay
      Consultant’s full Base Compensation up to the Date of Termination at the rate in
      effect on the Date of Termination.

     

    (iii)  Within
      ninety (90) days following the Date of Termination, the Company shall pay
      Consultant any compensation previously deferred by Consultant (together with
      any
      accrued interest thereon) and not yet paid by the Company.

     

    (iv)  The
      Company shall pay Consultant all other benefits, compensation or amounts owing
      to, or earned or accrued by, or vested for the account of, Consultant under
      any
      policies, programs, arrangements of the Company or Benefit Plans, all in
      accordance with the applicable terms of such policies, programs, arrangements
      or
      Benefits Plans. Anything in this Agreement to the contrary notwithstanding,
      the
      benefits to be provided to Consultant’s family upon his death shall be no less
      favorable in any respect that such benefits to be provided by the Company to
      any
      other officer or employee under any policies, programs, arrangements or Benefit
      Plans.

     

    B.  Termination
      With Cause or Voluntary Termination.
      If
      Consultant shall suffer a Termination With Cause or terminate his services
      hereunder by a Voluntary Termination, the Company shall pay or provide
      Consultant all other benefits and compensation earned or accrued through the
      Date of Termination. The Company shall pay the Base Compensation earned through
      the Date of Termination on the First Payment Date on or after the Date of
      Termination. 

     

    15.  Change
      in Control.
      [Deleted]

     

    16.  No
      Mitigation; No Offset.
      In the
      event of any termination of Consultant’s services, Consultant shall be under no
      obligation to seek other work or otherwise mitigate damages or amounts payable
      to him hereunder, and there shall be no offset against amounts due under this
      Agreement (whether on account of any remuneration attributable to any subsequent
      employment that Consultant may obtain or otherwise), it being agreed that the
      Company’s obligation to make the payments pursuant to this Agreement and
      otherwise to perform its obligations hereunder shall not be subject to or
      affected by any set-off, counterclaim, recoupment, defense or other claim,
      right
      or action which the Company or any other person or entity may have against
      Consultant or any third party. The Company agrees to pay, to fullest extent
      permitted by law, all attorneys’ fees and costs which Consultant may reasonably
      incur as a result of any contest by the Company or any third party of the
      validity or enforceability of, or any liability under, this Agreement (including
      as a result of any contest by Consultant regarding the amount of any payment
      due
      under this Agreement) provided Consultant prevails in the
      litigation.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    17.  Notices.
      All
      notices required to be given under the Agreement shall be in writing, sent
      certified mail, return receipt requested, postage prepaid, to the following
      addresses:

     

    


    A. If
      to
      Consultant, then to:

    


    Alex
      Katz

    P.O.
      Box
      2127

    Jenkintown,
      PA 19046

    Tel:
      (215) 882-3400

    Fax:
      885-6281

    Email:
      katza@comcast.net

     

    with
      a
      copy to:

    


    Curt
      Golkow, Esq.

    Fox
      Rothschild, LLP

    2000
      Market Street, 10th
      Floor

    Philadelphia,
      PA 19103

    Tel:
      (215) 299-2747

    Fax:
      (215) 299-2150

    Email:
      cgolkow@foxrothschild.com

     

    B. If
      to the
      Company, then to:

    


    Jordan
      1
      Holdings Company

    Attention:
      Robert P. Moyer

    ________________________

    ________________________

     

    with
      a
      copy to:

     

    Darrin
      M.
      Ocasio, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      NY 10018 

    Tel:
      (212) 930-9700

    Fax:
      (212) 930-9725

    E-mail:
      dmocasio@srff.com

    


    Each
      party may change its or his address for receipt of notices under this Agreement
      from time to time by giving written notice of such change in the manner provided
      above.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    18.  Governing
      Law and Venue.
      The
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. Venue for any action or suit brought hereunder or in
      connection herewith, or relating hereto, shall lie with the federal and state
      courts of competent jurisdiction located in New York County, New
      York.

     

    19.  Waiver.
      A
      waiver of a party’s rights under this Agreement shall be effective only to the
      extent set forth in a written instrument executed by the waiving party. No
      waiver by a party of any misrepresentation or breach (whether intentional or
      not), in any one or more instances and for any period of time, shall be deemed
      or construed as a waiver of any prior or subsequent misrepresentation or breach
      of the same or any other provision. No course of dealing or forbearance,
      leniency, delay or other omission by a party to assert, exercise or enforce
      any
      right or remedy under this Agreement at any one or more times or for any periods
      of time shall impair or otherwise affect any such right or remedy or any other
      right or remedy, or be construed to be a waiver or acquiescence; nor shall
      any
      single or partial exercise of any right or remedy, or any abandonment or
      discontinuance of steps to enforce such a right or remedy, preclude any further
      exercise of the same or any other right or remedy, it being agreed that at
      all
      times each party shall have the right to insist upon and enforce strict
      compliance with each and every provision of this Agreement.

     

    20.  Binding
      Effect and Assignment.
      Consultant acknowledges that his services are unique and personal. Accordingly,
      Consultant may not assign his duties or obligations under this Agreement.
      Consultant’s rights and obligations under this Agreement shall inure to the
      benefit of and shall be binding upon Consultant’s their heirs, personal
      representatives and successors and assigns. The Agreement shall be binding
      upon
      the Company’s successors and/or assigns.

     

    21.  Costs
      of Collection.
      If the
      Company fails to make any payment as and when due under this Agreement or fails
      to perform completely and timely any other obligation under this Agreement,
      the
      Company shall be liable, and shall reimburse Consultant upon receipt of written
      demand, for any and all costs and expenses (including reasonable attorneys’ fees
      and costs) incurred by Consultant in collecting amounts due or otherwise
      incurred in enforcing Consultant’s rights under this Agreement.

     

    22.  Entire
      Understanding; Amendment.
      The
      Agreement contains the entire understanding of the parties and supersedes any
      and all previous agreements between the parties. This Agreement may be amended
      or modified only by written agreement of both parties.

     

    23.  Construction.
      The
      terms “hereof,” “hereby,” “hereto” and “hereunder” mean, respective, of, by, to
      and under this Agreement as a whole, and not merely to the provision in which
      such term is used. The term “or” shall be construed to be inclusive and have the
      meaning of “and/or”. The masculine form, wherever used herein, shall be
      construed to include the feminine and the neuter, and vice versa, where
      appropriate. The singular form, wherever used herein, shall be construed to
      include the plural, and vice versa, where appropriate. The definitions in this
      Agreement shall apply equally to both the singular and plural of the terms
      defined. The term “include” (and correlative terms, such as “includes” and
“including”) shall not be construed as a term of limitation in any context but
      shall be construed as if followed by the words “without limitation.” All
      references herein to a particular statute, code, regulation or other provision
      of applicable law shall include references to all amendments thereto and
      legally-binding interpretations thereof and, in the case of the repeal thereof,
      shall include any successor thereto enacted, promulgated or issued in
      replacement thereof. The captions used in this Agreement are for the convenience
      of reference only; they form no part of this Agreement and shall not limit
      or
      otherwise affect the interpretation of any provision herein. The parties hereto
      and their respective counsel participated jointly in the preparation of this
      Agreement, and each party has had the opportunity to review, comment upon and
      redraft this Agreement; accordingly, no rule of construction shall apply against
      or in favor of either party based on the role of such party or his or its
      counsel in the drafting thereof.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    25. Counting
      Days; Timing.
      In
      computing the number of days for purposes hereof, all days shall be counted,
      including Saturdays, Sundays and legal holidays in the State of New York;
      provided, however, that if the final day of any time period falls on a Saturday,
      Sunday or legal holiday, the final day shall be deemed to be the next day that
      is not a Saturday, Sunday or legal holiday. Time is of the essence of every
      provision of this Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
      the
      day and year first above written.

    


    CONSULTANT:

    /s/
      Alex Katz

    ALEX
      KATZ

    


    


    COMPANY:     JORDAN
      1
      HOLDINGS COMPANY

    a
      Delaware corporation

    


    By:
      /s/
      Robert P. Moyer

    Name:
      Robert P. Moyer

    Title:
      CEO