usecology_10q-ex1058.htm


    
      
        

      

    

    EXHIBIT
10.58

    


    AMERICAN
ECOLOGY CORPORATION

    


    CONSULTING
SERVICES AND DIRECTOR COMPENSATION AGREEMENT

    


    


    This
Agreement (“Agreement”)
is made and entered into as of the 1st day of January, 2010 (the “Agreement
Date”), by and between American Ecology
Corporation, a Delaware corporation (the “Company”),
and Stephen A.
Romano, an Idaho resident (“Romano”).  The
Company and Romano are sometimes collectively referred to in this Agreement as
the “Parties,”
and individually, as a “Party.”

    


    Whereas, Romano (i) has
served as the Chief Executive Officer of the Company, a position from which he
resigned effective December 31, 2009, and (ii) currently serves as the Chairman
of the Board of Directors of the Company; and

    


    Whereas, the Parties
desire to set forth the terms and conditions pursuant to which Romano will
continue to provide services to the Company following his retirement as an
employee and executive officer of the Company.

     

    Now, Therefore, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

    


    Section
1.   Engagement.  The
Company hereby engages Romano to perform the services described in Exhibit A
attached hereto and incorporated herein by reference (the “Services”),
and such other services as may be agreed to in writing by the Company and Romano
from time to time.  Romano hereby accepts the engagement to provide
the Services to the Company on the terms and conditions set forth in this
Agreement and in Exhibit A
hereto.

      



    Section
2.   Compensation.

      



    2.1   Compensation.  In
consideration of the Services to be performed by Romano, the Company agrees to
pay Romano in the manner and in the amounts set forth in Exhibit A. The Chief
Financial Officer of the Company (the “CFO”)
shall provide a quarterly report to the Board of Directors regarding the
retainer payments and expense reimbursements for Romano’s Services.

       


    2.2   Expenses. Reasonable and
prudent out-of-pocket expenses incurred by Romano as required to perform the
Services set forth in Exhibit A shall be
reimbursed by the Company to Romano.  Such reimbursement shall be made
in accordance with policies adopted by the Company from time to time, including,
without limitation, the submission of expense reports with original receipts for
such expenses to the CFO.

    


    Section
3.   Board of Director
Matters.

    


    3.1   Director Compensation. If
elected by the stockholders of the Company to the Board of Directors at each
annual meeting of stockholders at which his name is placed in nomination, Romano
shall receive usual and customary Board of Director fees applicable to other
members of the Board, which currently includes an annual director fee of $16,000
in cash, and an annual director equity grant of $25,000 payable in stock options
or restricted stock, at the director’s option (the “Director
Fee”), in each case payable in accordance with the Company’s normal
practices and procedures; provided, however, that for
the partial year running from the Agreement Date to the Board of Director’s
meeting in May 2010, Romano shall receive a pro rata portion of the Director
Fee, which Romano and the Company agree shall be the amount of $5,333.33 in
cash, and an equity grant of $8,333.33; provided, further, that
nothing in this Agreement shall be deemed to prevent or restrict the right of
the Company to change the Board of Director compensation from time to time, or
to terminate such compensation, in its sole discretion.

     

    
      
         

      

      
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    3.2   Non-Executive Chairman of the Board
Compensation.  If elected by the other members of the Board of
Directors to serve as Chairman of the Board, Romano shall receive an annual
Chairman’s fee in the amount of $20,000, in addition to the compensation
described in Section
3.1 above (the “Chairman’s
Fee”), payable in accordance with the Company’s normal practices and
procedures; provided,
however, that for the partial year running from the Agreement Date to the
Board of Director’s meeting in May 2010, Romano shall receive a pro rata portion
of the Chairman’s Fee, which Romano and the Company agree shall be $6,666.66;
and provided, further,
that nothing in this Agreement shall be deemed to prevent or restrict the right
of the Company to change such compensation applicable to the non-executive
Chairman of the Board from time to time, or to terminate such compensation, in
its sole discretion.

     

    3.3   Stock Ownership Requirement.
Notwithstanding anything in Section 3.2 or
otherwise in this Agreement to the contrary, Romano shall be required to
beneficially own of record at least 50,000 shares of the Company’s common stock
so long as he serves as Chairman of the Board of Directors of the
Company.

     

    3.4   No Guaranty of Service.
Nothing in this Agreement shall be deemed to guaranty Romano a seat on the Board
of Directors of the Company or to guarantee his nomination to election to the
Board of Directors, or as conferring any right to serve as Chairman of the Board
of Directors of the Company.

    


    Section
4.   Confidentiality.

    


    4.1   Definition. For purposes of
this Agreement, the term “Confidential
Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, services plans, customers, customer lists, markets,
software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances
or other business information disclosed by the Company either directly or
indirectly in writing, orally or by drawings or inspection of parts or
equipment.  Confidential Information does not include information that
(i)  has become publicly known and made generally available through no
wrongful act of Romano or (ii) has been rightfully received by Romano from
a third party who is authorized to make such disclosure.

     

    4.2   Non-Use and Non-Disclosure.
Romano will not, during or subsequent to the term of this Agreement,
(i) use the Confidential Information for any purpose whatsoever other than
the performance of the Services on behalf of the Company or (ii) disclose
the Confidential Information to any third party.  Romano agrees that
all Confidential Information will remain the sole property of the
Company.  Romano also agrees to take all reasonable precautions to
prevent any unauthorized disclosure of such Confidential
Information.

     

    4.3   Third Party Confidential
Information. Romano recognizes that the Company has received and in the
future will receive from third parties their confidential or proprietary
information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  Romano agrees that, during the term of this Agreement and
thereafter, Romano owes the Company and such third parties a duty to hold all
such confidential or proprietary information in the strictest confidence and not
to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out the Services for the Company consistent with the
Company’s agreement with such third party or parties.

     

    4.4   Return of Materials. Upon the
termination of this Agreement, Romano will deliver to the Company all of the
Company’s Confidential Information that Romano may have in Romano’s possession
or control.

    


    Section
5.   Ownership.

    


    5.1   Assignment. Romano agrees
that all copyrightable material, notes, records, drawings, designs, inventions,
improvements, developments, discoveries and trade secrets conceived, discovered,
developed or reduced to practice by Romano, solely or in collaboration with
others, during the term of this Agreement that relate in any manner to the
business or developing business operations of the Company that Romano is
directed to undertake, investigate or experiment with, or that Romano becomes
associated with in connection with work, investigation or experimentation in the
Company’s line of business in performing the Services under this Agreement
(collectively, “Inventions”),
are and shall remain the sole property of the Company.  In addition,
any Inventions that constitute copyrightable subject matter shall be considered
“works made for hire,” as that term is defined in the United States Copyright
Act.  Romano hereby irrevocably assigns fully to the Company all
Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating to all Inventions.

     

    
      
         

      

      
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    5.2   Further Assurances. Romano
agrees to assist Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in Inventions and any copyrights,
patents, mask work rights or other intellectual property rights relating to all
Inventions in any and all countries, including the disclosure to the Company of
all pertinent information and data with respect to all Inventions, the execution
of all applications, specifications, oaths, assignments and all other
instruments that the Company may deem necessary in order to apply for and obtain
such rights and in order to assign and convey to the Company, its successors,
assigns and nominees the sole and exclusive right, title and interest in and to
all Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights relating to all Inventions.  Romano also
agrees that his obligation to execute or cause to be executed any such
instrument or papers shall continue after the termination of this
Agreement.

     

    5.3   Pre-Existing Materials.
Romano will not incorporate any invention, improvement, development, concept,
discovery or other proprietary information owned by any third party into any
Invention without Company’s prior written permission.  If, in the
course of Romano’s performance of Services for the Company, Romano incorporates
into a Company product, process or machine, any prior invention owned by Romano
or in which he has an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such prior invention as part of or in connection
with such product, process or machine.

     

    5.4   Attorney-in-Fact. Romano
agrees that, if the Company is unable because of Romano’s unavailability, mental
or physical incapacity, or for any other reason, to secure Romano’s signature
for the purpose of applying for or pursuing any application for any United
States or foreign patents or mask work or copyright registrations covering the
Inventions assigned to the Company in Section 5.1, then
Romano hereby designates and appoints the Company and its duly authorized
officers and agents as Romano’s agent and attorney-in-fact, to act for and on
Romano’s behalf to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of patents,
copyright and mask work registrations with the same legal force and effect as if
executed by Romano.  The foregoing appointment is irrevocable and
coupled with an interest, and shall survive the death of Romano.

     

    5.5   Maintenance of Records.
Romano agrees to keep and maintain adequate and current written records of any
and all Inventions made by Romano (solely or jointly with others) for the
Company.  The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the
Company.  The records will be available to and remain the sole
property of the Company at all times.

    


    Section
6.   Covenant Not to
Compete.

    


    6.1   Acknowledgment of
Romano.  Romano acknowledges that his relationship with the
Company has special, unique and extraordinary value to the Company; that the
Company has a lawful interest in protecting its investment in entrusting to him
its Confidential Information; that the Company would be irreparably damaged if
Romano were to provide services to any person or entity in violation of this
Agreement, because in performing such services Romano would inevitably disclose
the Company’s Confidential Information to third parties; and that the
restrictions, prohibitions and other provision of this Section 6 are
reasonable, fair and equitable in scope, terms, and duration to protect the
legitimate business interests of the Company, and are a material inducement to
the Company to enter into this Agreement.

     

    
      
         

      

      
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    6.2   Non-Competition Covenant.
Romano will not during the term of this Agreement, acting alone or in
conjunction with others, directly or indirectly engage (either as owner,
investor, partner, stockholder, employer, employee, consultant, advisor or
director) in activities on behalf of any entity or entities in North America
engaged in waste processing, recycling and disposal services for low-level
radioactive-wastes, naturally occurring, accelerator produced, and exempt
radioactive materials, and hazardous and PCB wastes, the provision of thermal
desorption technology services, and any other processes or services offered by
the Company.  It is agreed that the ownership of not more than five
percent (5%) of the equity securities of any company having securities listed on
an exchange or regularly traded in the over-the-counter market shall not, of
itself, be deemed inconsistent with this Section
6.2.

     

    6.3   Non-Solicitation of Vendors and
Customers. Romano will not during the term of this Agreement, acting
alone or in conjunction with others, either directly or indirectly induce any
vendors or customers of the Company to curtail or cancel their business with the
Company or any of its subsidiaries.

     

    6.3   Non-Solicitation of
Employees.  Romano will not during the term of this Agreement,
acting alone or in conjunction with others, either directly or indirectly
induce, or attempt to influence, any employee of the Company or any of its
subsidiaries to terminate his or her employment.

    


    Section
7.   Reports.  Romano
agrees that he will, from time to time during the term of this Agreement or any
extension thereof, keep the Board of Directors advised as to his Services
hereunder.

     

    Section
8.   Term and
Termination.

    


    8.1   Term. The term of this
Agreement will begin on the date of this Agreement and will continue until the
earlier of (i) December 31, 2012, or (ii) termination as provided in Section 8.2.

     

    8.2   Termination. Romano’s
engagement with the Company pursuant to this Agreement shall
terminate:

    


    (a)  upon the mutual written agreement
of the Company and Romano;

    


    (b)  upon expiration of the term of
this Agreement as provided in Section
8.1;

    


    (c)  upon the death or incompetency
of  Romano; or

    


    (d)  automatically upon notice for
Cause (as defined below).

    


    8.3   Definition.  For
purposes of this Agreement, “Cause”
shall include (i) the conviction of, or guilty plea or plea of nolo contendere
by, Romano with respect to any felony other than a traffic violation, or (ii)
willful misfeasance, illegal, dishonest or negligent conduct which constitutes a
breach of Romano’s covenants and obligations under this Agreement, or which
involves improper use of funds or other assets of the Company.

     

    8.4   Survival. Upon such
termination, all rights and duties of the Company and Romano toward each other
shall cease except:

    


    (a)  the Company shall pay,
within 30 days after the effective date of termination, all amounts owing to
Romano for Services prior to the termination date and related expenses, if any,
in accordance with the provisions of Section 2 of
this Agreement; and

     

    (b)  the following provisions
shall survive termination of this Agreement: Section 4
(Confidentiality), Section 5
(Ownership), , Section 6
(Covenant not to Compete), Section 10 (Independent Contractor), and Section 12
(Arbitration and Equitable Relief).

      


    
      
         

      

      
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    8.5           Termination
Obligations.

    


    (a)  Except as specifically
provided otherwise in this Agreement, upon termination of this Agreement,
neither Romano nor the Company shall have any further obligations under this
Agreement, except as to liabilities accrued through the date of
termination.

     

    (b)  Upon the termination of
this Agreement and upon the Company’s request, Romano shall surrender to the
Company all equipment, tangible Confidential Information, documents, books,
notebooks, records, reports, notes, memoranda, drawings, sketches, models, maps,
contracts, lists, computer disks (and other computer-generated files and data),
any other data and records of any kind, and copies thereof (collectively, “Company
Records”), created on any medium and furnished to, obtained by, or
prepared by Romano in the course of or incident to Romano’s relationship with
the Company, that are in Romano’s possession or under Romano’s
control.

     

    (c)  Romano’s representations,
warranties, covenants and obligations contained in this Agreement shall survive
the termination of Romano’s relationship with the Company.

     

    (d)  Following any termination
of this Agreement, Romano will fully cooperate with the Company in all matters
relating to Romano’s continuing obligations under this Agreement.

    


    (e)      Upon
termination of this Agreement, Romano will execute a certificate acknowledging
compliance with this Agreement in the form reasonably requested by the
Company.

    


    Section
9.   Assignment.  Neither
this Agreement nor any right hereunder or interest herein may be assigned or
transferred by Romano without the express written consent of the
Company.

     

    Section
10.   Independent
Contractor.  It is the express intention of the Company and
Romano that Romano perform the Services as an independent contractor to the
Company under a “work for hire” arrangement.  All work product
developed by Romano shall be deemed owned and assigned to the Company. Romano
agrees to furnish (or reimburse the Company for) all tools and materials
necessary to accomplish this Agreement and shall incur all expenses associated
with performance, except as expressly provided in Exhibit A.  Romano
acknowledges and agrees that Romano is obligated to report as income all
compensation received by Romano pursuant to this Agreement; and the Company will
not make deductions from fees to Romano for taxes, insurance, bonds or the
like.  Romano agrees to and acknowledges the obligation to pay all
self-employment and other taxes on such income.

     

    Section
11.   Benefits.  The
Company and Romano agree that Romano will receive no Company-sponsored employee
benefits from the Company.  If Romano is reclassified by a state or
federal agency or court as Company’s employee, Romano will become a reclassified
employee and will receive no benefits from the Company, except those mandated by
state or federal law, even if by the terms of the Company’s benefit plans or
programs of the Company in effect at the time of such reclassification, Romano
would otherwise be eligible for such benefits.

     

    Section
12.   Arbitration and Equitable
Relief.

    


    12.1   Arbitration.  Subject
to the provisions of Section 12.4 below,
Romano agrees that any and all controversies, claims or disputes with anyone
(including the Company and any employee, officer, director, shareholder or
benefit plan of the Company, in its capacity as such or otherwise) arising out
of, relating to or resulting from Romano’s performance of the Services under
this Agreement or the termination of this Agreement, including any breach of
this Agreement, shall be subject to binding arbitration.  ROMANO
AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY
WITH RESPECT TO, THE FOLLOWING DISPUTES, INCLUDING BUT NOT LIMITED TO: ANY
STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW, CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, CLAIMS OF HARASSMENT, DISCRIMINATION
OR WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.  Romano understands
that this Agreement to arbitrate also applies to any disputes that the Company
may have with Romano.

     

    
      
         

      

      
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    12.2   Procedure.  Romano
agrees that any arbitration will be administered by the American Arbitration
Association (“AAA”), and
that a neutral arbitrator will be selected in a manner consistent with its
rules.  Romano agrees that the arbitrator will have the power to
decide any motions brought by any party to the arbitration, including discovery
motions, motions for summary judgment and/or adjudication and motions to dismiss
and demurrers, prior to any arbitration hearing.  Romano agrees that
the arbitrator will issue a written decision on the merits.  Romano
also agrees that the arbitrator will have the power to award any remedies,
including attorneys’ fees and costs, available under applicable
law.  Romano understands that the Company will pay for any
administrative or hearing fees charged by the arbitrator or AAA, except that
Romano shall pay the first $200.00 of any filing fees associated with any
arbitration Romano initiates.

     

    12.3   Remedy.  Except as
provided under Idaho law, arbitration will be the sole, exclusive and final
remedy for any dispute between the Company and Romano.  Accordingly,
except as provided under Idaho law, neither the Company nor Romano will be
permitted to pursue court action regarding claims that are subject to
arbitration.  Notwithstanding the foregoing, the arbitrator will not
have the authority to disregard or refuse to enforce any lawful Company policy
in place at the time of this Agreement, and the arbitrator shall not order or
require the Company to adopt a policy not otherwise required by law which the
Company has not adopted at the time of this Agreement.

     

    12.4   Availability of Injunctive
Relief. The Parties may apply to any court of competent jurisdiction for
a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this arbitration agreement
and without abridgment of the powers of the arbitrator.  Further,
Romano agrees that any party may petition the court for injunctive relief where
either party alleges or claims a violation of Section 4
(Confidentiality), Section 5 (Ownership)
and/or Section
6 (Covenant Not to Compete), or any other agreement regarding trade
secrets, confidential information, non-solicitation, or
non-competition.  In the event either the Company or Romano seeks
injunctive relief, the prevailing party will be entitled to recover reasonable
costs and attorneys’ fees.

    


    Section
13.   Notice. Any notice or
other communication required or permitted by this Agreement shall be in writing
and shall be deemed given if delivered personally or by commercial messenger or
courier service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to a Party to this Agreement at such Party’s address set forth below (or at such
other address for a Party as may be specified by like notice). If by mail,
delivery shall be deemed effective three business days after mailing in
accordance with this Section 14.

    


    (i)    If to the Company,
to:

    


    American Ecology
Corporation

    300 E. Mallard Drive, Suite
300

    Boise, Idaho 83706

    Attn: Chief Executive
Officer

    Tel: (208) 331-8400

    Fax: (208) 331-7900

    


    (ii)           If
to Romano, to:

    


    P.O. Box 809

    McCall, Idaho 83638

    


    Section
14.   Attorneys’ Fees. In
any court action at law or equity that is brought by one of the Parties to this
Agreement to enforce or interpret the provisions of this Agreement, the
prevailing Party will be entitled to reasonable attorneys’ fees, in addition to
any other relief to which that Party may be entitled.

     

    
      
         

      

      
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    Section
15.   Entire Agreement.
This Agreement (including Exhibit A) sets forth
the Parties’ mutual rights and obligations with respect to the subject matter
hereof.  It is intended to be the final, complete, and exclusive
statement of the terms of the Parties’ agreements regarding these
subjects.  This Agreement supersedes all other prior and
contemporaneous agreements and statements on these subjects, and it may not be
contradicted by evidence of any prior or contemporaneous statements or
agreements.  To the extent that the practices, policies, or procedures
of the Company, now or in the future, apply to Romano and are inconsistent with
the terms of this Agreement, the provisions of this Agreement shall
control.

     

    Section
16.   Amendment. This
Agreement may be amended only by a writing signed by Romano and by a
representative of the Company duly authorized.

     

    Section
17.   Severability. If any
term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and such term, provision, covenant or condition as applied to
other persons, places and circumstances shall remain in full force and
effect.

     

    Section
18.   Rights Cumulative.
The rights and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either Party hereto (or by its successors),
whether pursuant to this Agreement, to any other agreement, or to law, shall not
preclude or waive its right to exercise any or all other rights and
remedies.

     

    Section
19.   Nonwaiver. No failure
or neglect of either Party hereto in any instance to exercise any right, power
or privilege hereunder or under law shall constitute a waiver of any other
right, power or privilege or of the same right, power or privilege in any other
instance.  All waivers by either Party hereto must be contained in a
written instrument signed by the Party  to be charged and, in the case
of the Company, by an executive officer of the Company or other person duly
authorized by the Company.

     

    Section
20.   Agreement to Perform
Necessary Acts. Romano agrees to perform any further acts and execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.

     

    Section
21.   Assignment. This
Agreement is personal to Romano and may not be assigned by him without the
Company’s prior written consent.  This Agreement may be assigned by
the Company in its discretion.

     

    Section
22.   Compliance with Law.
In connection with the Services rendered hereunder, Consultant agrees to abide
by all federal, state, and local laws, ordinances and regulations.

     

    Section
23.   Taxes. Romano agrees
to pay all appropriate local, state and federal taxes.

     

    Section
24.   Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Idaho, without regard to its conflicts of laws
principles.  Any claim, action, suit or other proceeding initiated by
either of the Parties under or in connection with this Agreement shall
exclusively be asserted, brought, prosecuted and maintained in any federal or
state court in the State of Idaho, as the Party bringing such action, suit or
proceeding shall elect, having jurisdiction over the subject matter thereof, and
each of the Parties hereby irrevocably (i) submits to the jurisdiction of such
courts, (ii) waives any and all rights to object to the laying of venue in any
such court, (iii) waives any and all rights to claim that such court may be an
inconvenient forum, and (iv) agrees that service of process on them in any such
action, suit or proceeding may be effected by the means by which notices may
given to it under this Agreement.

     

    Section
25.   Counterparts and
Delivery. This Agreement may be executed in any number of counterparts,
each of which as so executed shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.  Any signed
counterpart to this Agreement may be delivered by facsimile transmission with
the same legal force and effect as delivery of an originally signed
document.

     

    
      
         

      

      
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    Section
26.   Headings. Section
headings are used in this Agreement for reference purposes only and shall not
affect the interpretation or meaning of this Agreement.

     

    Section
27.   Voluntary Nature of
Agreement. Romano acknowledges and agrees that he  is executing
this Agreement voluntarily and without any duress or undue influence by the
Company or anyone else. Romano further acknowledges and agrees that he has
carefully read this Agreement and has asked any questions needed to understand
the terms, consequences and binding effect of this Agreement and fully
understand it, including that he is waiving his right to a jury
trial.  Finally, Romano agrees that he has been provided an
opportunity to seek the advice of an attorney of his choice before signing this
Agreement.

    


    CAUTION:
THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS THE
CONSULTANT’S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THAT ROMANO
MAY DEVELOP.

    


    


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    [Signature Page
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    In Witness Whereof, the Parties have
entered into this Agreement effective as of the Agreement Date first set forth
above.

    


     

    
      	 	“Company”:	American Ecology
      Corporation
      
              


               

              By:
      /s/ Jeffrey S.
      Merrifield                                                                           

              Name:
      Jeffrey S. Merrifield

              Title:
      Lead Independent Director

            
	 	 	 
	 	 	 
	 	“Romano”:	      
              /s/ Stephen A.
      Romano                                                                

              Stephen
      A. Romano

            


    

     

     

    


    
 

    


    


    


    


    [Signature Page to Consulting
Services and Director Compensation Agreement]

     

    
      
         

      

      
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    Exhibit
A

    


    DESCRIPTION
OF SERVICES AND COMPENSATION

    


    


    
      	
              1.

            	
              Services: From
      time to time, at the request of the Company, Romano shall consult with the
      Company’s senior management team regarding acquisition and growth
      strategies, governmental and regulatory affairs, investor, media and
      customer relations, operational and safety issues and other matters
      associated with the conduct of the Company’s
  business.

            


    

    


    
      	
              2.

            	
              Compensation:
      Romano shall be paid a monthly retainer in the amount of $3,000. The Board
      of Directors shall annually review Romano’s monthly retainer to determine
      whether any increase in the retainer is warranted based on increased
      utilization of his consulting
services.

            


    

    


    


    
      
         

      

      
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