Unassociated Document


     

    Exhibit
10.1

    


    ICO
Global Communications (Holdings) Limited

    11700
Plaza America Drive, Suite 1010

    Reston,
VA 20190

     

    December
18, 2008

    


    Dennis
Schmitt,  

    22532 NE
98th Place

    Redmond,
WA  98053

     

    Re:   Separation
Agreement

     

    Dear
Dennis:

     

    This
letter sets forth the substance of the separation agreement (the “Agreement”)
which ICO Global Communications (Holdings) Limited (together with its
affiliates, the “Company”) is offering to you to aid in your employment
transition.

     

    1.   Separation. Your last day of
work with the Company and your employment termination date will be December 31,
2008 (the “Separation Date”). The Executive Employment Agreement between you and
the Company dated July 22, 2002 (“Executive Employment Agreement”) will be
terminated as of the Separation Date in all respects except for Title V
(Restrictive Covenant) and Title VI (General Provisions).  The
payments and other benefits under this Agreement and the Consulting Agreement
are in lieu of any payments and other benefits to which you would be eligible
for under the Executive Employment Agreement or any other arrangement between
you and the Company.

     

    2.   Accrued Salary and Vacation.
On the next regular payroll date following the Separation Date, the Company will
pay you all accrued salary and all accrued and unused vacation earned through
the Separation Date and previously unpaid, subject to standard payroll
deductions and withholdings. You will receive these payments regardless of
whether or not you sign this Agreement.

    


    3. Severance Payment. On the next
regular payroll date following the Separation Date, the Company will make a
one-time severance payment to you of $47,802, subject to standard payroll
deductions and withholdings.

    


    4.   Consulting Agreement. If you
execute and deliver to the Company this Agreement, resign from your director
positions with the Company’s subsidiaries effective March 31, 2009, or earlier
if requested by the Company, and execute the Consulting Agreement attached
hereto as Exhibit A (“Consulting Agreement”), then the Company will cause ICO
Satellite Services G.P. to execute the Consulting Agreement pursuant to which
you will be eligible to provide consulting services to ICO Satellite Services
G.P. following the Separation Date.

    


    5.   Director Positions. To the
extent you remain a director for any of the Company’s subsidiaries after March
31, 2009 (either at the Company’s request or because your resignation has not
become legally effective for any reason), you will be entitled to a payment of
$2,000 per month, payable on the first day of each month beginning on April 1,
2009 for which you remain a director.  The Company agrees to include
you under its D&O policy for so long as you serve as a director of any of
the Company’s subsidiaries.

     

    6.   Benefit Plans. If you are
currently participating in the Company’s group health insurance plans, to the
extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies (“Permissible
Participation”), you will be eligible to continue your group health insurance
benefits at your own expense.  However, if you and the Company execute
the Consulting Agreement, the Company will pay for your Permissible
Participation in the Company’s group health insurance plans during the term of
the Consulting Agreement (and these payments may result in taxable income to
you).  Later, you may be able to convert to an individual policy
through the provider of the Company’s health insurance, if you wish. The Company
contribution to your 401(k) Plan and any contributions by you will end with your
paycheck for the December 31, 2008 pay period. You will receive information by
mail concerning 401(k) plan rollover procedures. All participation to any other
Company plans will also cease as of the Separation Date.

     

    7.   Stock Options and Restricted Stock
Awards. Vesting of awards granted to you under the Company’s stock plan,
including but not limited to stock options and restricted stock awards, for your
service as an employee (“Awards”) will cease as of the Separation Date, unless
you and the Company execute the Consulting Agreement, in which case vesting of
the Awards shall continue pursuant to the terms of the Consulting
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.   Other Compensation or
Benefits. You acknowledge that, except as expressly provided in this
Agreement, you will not receive any additional compensation, severance or
benefits after the Separation Date, except for that provided under the
Consulting Agreement.

     

    9.   Expense Reimbursements. You
agree that, within fifteen (15) days of the Separation Date, you will submit
your final documented expense reimbursement statement reflecting all business
expenses you incurred through the Separation Date, if any, for which you seek
reimbursement. The Company will reimburse you for reasonable business expenses
pursuant to its regular business practice.

     

    10.   Return of Company Property.
Unless you and the Company execute the Consulting Agreement, you agree to return
to the Company by the Separation Date all Company documents (and all copies
thereof) and other Company property that you have had in your possession at any
time, including, but not limited to, Company files, notes, drawings, records,
business plans and forecasts, financial information, specifications,
computer-recorded information, tangible property (excluding your computer
equipment, once all Company owned software and Company related data has been
removed), credit cards, entry cards, identification badges and keys; and, any
materials of any kind that contain or embody any proprietary or confidential
information of the Company (and all reproductions thereof).  If you do
execute the Consulting Agreement, you agree to return all Company documents and
property immediately upon the termination of the Consulting Agreement by either
you or the Company for any reason.

     

    11.   Proprietary Information and
Post-Termination Obligations. Both during and after your employment you
acknowledge your continuing obligations under your Executive Employment
Agreement not to use or disclose any confidential or proprietary information of
the Company and to refrain from certain solicitation and competitive
activities.

     

    12.   Nondisparagement. You agree
not to disparage the Company, and the Company’s attorneys, directors, managers,
partners, employees, agents and affiliates, in any manner likely to be harmful
to them or their business, business reputation or personal reputation; provided
that you may respond accurately and fully to any question, inquiry or request
for information when required by legal process.

     

    13.   Release. In exchange for the
Company’s agreement to enter into the Consulting Agreement, to which you would
not otherwise be entitled, and except as otherwise set forth in this Agreement,
you hereby generally and completely release, acquit and forever discharge the
Company, its parents and subsidiaries, and its and their officers, directors,
managers, partners, agents, servants, employees, attorneys, shareholders,
successors, assigns and affiliates, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys fees, damages, indemnities
and obligations of every kind and nature, in law, equity, or otherwise, both
known and unknown, suspected and unsuspected, disclosed and undisclosed, arising
out of or in any way related to agreements, events, acts or conduct at any time
prior to and including the execution date of this Agreement, including but not
limited to: all such claims and demands directly or indirectly arising out of or
in any way connected with your employment with the Company or the termination of
that employment, including but not limited to any claims relating to severance
or any other benefit provided under the Executive Employment Agreement; claims
or demands related to salary, bonuses, commissions, stock, stock options, or any
other ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal, state or local law, statute, or cause of action; tort
law; or contract law. The claims and causes of action you are releasing and
waiving in this Agreement include, but are not limited to, any and all claims
and causes of action that the Company, its parents and subsidiaries, and its and
their respective officers, directors, agents, servants, employees, attorneys,
shareholders, successors, assigns or affiliates:

     

    
      	
              ·  

            	
              has
      violated its personnel policies, handbooks, contracts of employment, or
      covenants of good faith and fair
dealing;

            


    

    


    
      	
              ·  

            	
              has
      discriminated against you on the basis of age, race, color, sex (including
      sexual harassment), national origin, ancestry, disability, religion,
      sexual orientation, marital status, parental status, source of income,
      entitlement to benefits, any union activities or other protected category
      in violation of any local, state or federal law, constitution, ordinance,
      or regulation, including but not limited to:; Title VII of the Civil
      Rights Act of 1964, as amended; 42 U.S.C. § 1981, as amended; the
      Equal Pay Act; the Americans With Disabilities Act; the Family and Medical
      Leave Act; the Virginia Human Rights Act; the Virginians with Disabilities
      Act;. the Employee Retirement Income Security Act; Section 510; and the
      National Labor Relations Act;

            


    

     

    
      	
              ·  

            	
              has
      violated any statute, public policy or common law (including but not
      limited to claims for retaliatory discharge; negligent hiring, retention
      or supervision; defamation; intentional or negligent infliction of
      emotional distress and/or mental anguish; intentional interference with
      contract; negligence; detrimental reliance; loss of consortium to you or
      any member of your family and/or promissory
  estoppel).

            


    

     

    Excluded
from this Agreement are any claims which cannot be waived by law. You are
waiving, however, your right to any monetary recovery should any governmental
agency or entity, such as the EEOC or the DOL, pursue any claims on your behalf.
You also acknowledge that (i) the consideration given to you in exchange for the
waiver and release in this Agreement is in addition to anything of value to
which you were already entitled; (ii) that you have been paid for all time
worked, have received all the leave, leaves of absence and leave benefits and
protections for which you are eligible,  and have not suffered any
on-the-job injury for which you have not already filed a claim; (iii) you have
been given sufficient time  to consider this
Agreement and to consult an attorney or advisor of your choosing; and (iv) you
are knowingly and voluntarily executing this Agreement waiving and releasing any
claims you may have as of the date you execute it.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    14.   No Admission. This Agreement
does not constitute an admission by the Company of any wrongful action or
violation of any federal, state, or local statute, or common law rights,
including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or
rights.

    


    15.   Non-Solicitation. I agree that
during the period of my employment and for the one (1) year period after the
date my employment ends for any reason, including but not limited to voluntary
termination by me or involuntary termination by the Company, I will not, as an
officer, director, employee, consultant, owner, partner, or in any other
capacity, either directly or through others, except on behalf of the Company:
(a) solicit, induce, encourage, or participate in soliciting, inducing, or
encouraging any employee of the Company to terminate his or her relationship
with the Company.; or (b) hire, employ, or engage in business with or attempt to
hire, employ, or engage in business with any person employed by the Company or
discuss any potential employment or business association with such person, even
if I did not initiate the discussion or seek out the contact.

     

    16.   Breach. You agree that upon
any material breach of this Agreement you will forfeit all amounts paid or owing
to you under this Agreement. Further, you acknowledge that it may be impossible
to assess the damages caused by your violation of the terms of paragraphs 10,
11, 12 and 15 of this Agreement and further agree that any threatened or actual
violation or breach of those paragraphs of this Agreement will constitute
immediate and irreparable injury to the Company. You therefore agree that any
such breach of this Agreement is a material breach of this Agreement, and, in
addition to any and all other damages and remedies available to the Company upon
your breach of this Agreement, the Company shall be entitled to an injunction to
prevent you from violating or breaching this Agreement.

    


    17.   Miscellaneous. This Agreement
constitutes the complete, final and exclusive embodiment of the entire agreement
between you and the Company with regard to this subject matter. It is entered
into without reliance on any promise or representation, written or oral, other
than those expressly contained herein, and it supersedes any other such
promises, warranties or representations. This Agreement may not be modified or
amended except in a writing signed by both you and a duly authorized officer of
the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of
both you and the Company, their heirs, successors and assigns. If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this Agreement
and the provision in question will be modified by the court so as to be rendered
enforceable. This Agreement will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of the State of Washington as
applied to contracts made and to be performed entirely within Washington,
without regard to choice of law principles.  The Company and you agree
that each has had the opportunity to seek legal counsel and tax advice regarding
this Agreement and the Consulting Agreement, and neither is relying on the other
for legal or tax advice.

     

    If this
Agreement is acceptable to you, please sign below and return the original to
me.

     

    I wish
you good luck in your future endeavors.

     

    Sincerely,

     

    ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

     

     

    By: /s/ Michael
Corkery

    Michael
Corkery

    Executive
Vice President, Chief Financial Officer

     

    AGREED TO
AND ACCEPTED:

     

     

    By: /s/ Dennis
Schmitt

    Dennis
Schmitt

     

    
 

     

     

    
      
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A TO SEPARATION AGREEMENT

    


    CONSULTING
AGREEMENT

    


    This Consulting Agreement is made and
entered into effective as of January 1, 2009 (“Effective Date”), by and between
ICO Satellite Services G.P., of 11700 Plaza America Drive, Suite 1010, Reston VA
20190, USA (together with its affiliates, “ICO”) and Dennis Schmitt, 22532 NE
98th Place, Redmond, WA  98053 ("Consultant").

    


    In
consideration of the mutual covenants set forth below, the parties hereby agree
as follows:

    


    1. Engagement of Services and
Statement of Work

     

    Pursuant
to the provisions of this Consulting Agreement, Consultant is hereby retained by
ICO to perform services for ICO. Consultant shall provide the services set forth
in Appendix 1, Statement of Work and Procedures (“Statement of Work”), and
others services reasonably requested by ICO’s Executive Vice President and Chief
Financial Officer (“CFO”) (“Services”). A Statement of Work can only be amended
in a writing signed by the parties. Consultant shall follow the procedures in
the Statement of Work in performing all Services. Consultant shall not perform
any services for the Company other than Services and shall communicate with
third parties only as reasonably necessary to perform the Services.

    


    2. Contact and Key
Personnel

    


    Consultant’s
contact person at ICO shall be ICO’s CFO. Consultant may not retain third
parties to carry out any of its obligations hereunder unless Consultant obtains
ICO’s prior written consent, which shall be determined in ICO’s sole
discretion.

    


    3. Compensation

    


    (a) In
consideration for Consultant’s performance of the Services, ICO agrees to
compensate Consultant as follows:

    


    i.           ICO
shall pay Consultant a base consulting fee of $20,323 per month. Consultant
agrees that he will commit the time necessary to perform the
services.  Travel time, as requested and/or approved in advance by
ICO, shall be included in such time.

    ii.           Coincident
with the Company paying employee bonuses for the 2008 fiscal year but no later
than February 15, 2009, a lump sum equal to $48,776 will be paid to
consultant.

    


    (b)
Consultant shall continue to vest in his stock options and restricted stock
(“Awards”) pursuant to the terms of those Awards as long as he remains a service
provider under this Consulting Agreement.  Following the date of
termination of this Consulting Agreement under Section 8(a), subject to the
approval of the Company’s Compensation Committee, Consultant shall have a period
up to one year to exercise any stock options that have vested.

    


    (c) In
completing the consulting services, Consultant agrees to provide his own
equipment, tools and other materials at his own expense; however, ICO shall
reimburse Consultant for reasonable telecommunications and travel expenses
incurred by the Consultant in the course of performing services under this
Consulting Agreement; provided, however, that ICO shall not be obligated
hereunder unless (i) ICO has agreed in advance to reimburse such costs and, (ii)
Consultant provides ICO with appropriate receipts or other relevant
documentation for all such costs as part of any submission for reimbursement in
accordance with ICO’s standard policies.

    


    


    


    4. Billing and
Payments

    


    Consultant
will submit invoices by e-mail to ICO monthly for the Services for the previous
month. Payment for the Services is due and payable within fifteen (15) days of
ICO’s receipt of an invoice. Payment will be by check drawn against a U.S. bank
account. Late payments beyond this fifteen (15) day period will be subject to a
monthly finance charge of 1% of the amount outstanding.

    


    5. Independent
Contractor

    


    (a)
Consultant acknowledges and agrees that he is an independent contractor and that
neither he nor any of his employees or sub-contractors (if any) is entitled to
participate in any of ICO's benefit plans, including, without limitation:
vacation, disability, life insurance, attendance bonuses, pre-retirement leave,
pension and annuity, 401(k), and accidental death and dismemberment, health or
related benefits. In addition, Consultant (and Consultant’s agents, employees,
and contractors) waives any and all rights, if any, to participation in any of
ICO’s fringe benefit plans or programs including, but not limited to, health,
sickness, accident or dental coverage, life insurance, disability benefits,
severance, accidental death and dismemberment coverage, unemployment insurance
coverage, workers’ compensation coverage, and pension or 401(k) benefit(s)
provided by ICO to its employees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
Consultant represents that: (i) to the extent necessary for Consultant to
perform under this Consulting Agreement, he is and will continue to be for the
term of this Consulting Agreement in compliance with all applicable federal,
state, and local laws, ordinances, and regulations; (ii) he can enter into this
Consulting Agreement without violating any contractual, professional, or other
legal obligations he may have; (iii) ICO shall not be liable for the payment of
any salaries, income tax withholding, social security tax withholding, workers’
compensation insurance or disability insurance premiums, benefits, or other
appearances of direct employment for Consultant; and (iv) Consultant is solely
responsible for, and will timely file all tax returns and payments required to
be filed with, or made to, any federal, state or local tax authority with
respect to the performance of services and receipt of fees under this Consulting
Agreement.

     

    (c)
Consultant agrees and warrants, as an independent contractor, to perform the
Services with all reasonable skill, care and diligence on a best efforts basis
in a timely manner, provided that such “best efforts” shall not require
performance to a commercially unreasonable standard.

    


    (d)
Consultant is not authorized to represent that he is an agent, employee, or
legal representative of ICO. Consultant is not authorized to make any
representation, contract, or commitment on behalf of ICO or incur any
liabilities or obligations of any kind in the name of or on behalf of
ICO.

    


    6. Confidentiality
 

    


    Consultant
shall keep ICO’s information confidential according to the terms of the ICO
Intellectual Property Agreement between the parties dated January 1, 2009 (the
“Intellectual Property Agreement “), which shall remain in full force and effect
while Consultant is performing services under this Consulting
Agreement.  Nothing in this Consulting Agreement shall modify or
abrogate the terms of the Intellectual Property Agreement and any post
termination restrictions in the Intellectual Property Agreement shall run from
the date consultant ceases to perform services under this Consulting
Agreement.

    


    7. No Conflict of Interest or
Improper Use of Materials

    


    (a)
Consultant represents and warrants that he will not use in the performance of
the Services any materials, documents or information for which Consultant owes a
continued duty of confidentiality.

    


    (b)
During the term of this Consulting Agreement (but in any event through March 31,
2009), unless written permission is given by ICO, Consultant will not accept
work, enter into a contract, or provide services to any third party that
provides products or services which compete with the products or services
provided by ICO nor may Consultant enter into any agreement or perform any
services which would conflict or interfere with the services provided pursuant
to or the obligations under this Consulting Agreement. Consultant represents and
warrants that he is not working with any client on any activities or interests
that conflict or may conflict with the interests of ICO. If approached by a
potential client, Consultant shall disclose this information to ICO and agrees
to seek ICO’s specific written agreement to Consultant’s representation of such
third party. ICO may withhold such agreement at its sole
discretion.

    


    8. Term and
Termination

    


    (a)
Unless previously terminated as set forth below, this Consulting Agreement shall
terminate on March 31, 2009. Either party may terminate this Consulting
Agreement in the event of a material breach by the other party if such breach
continues uncured for a period of fifteen (15) days after written notice of such
breach. Upon any such termination, the parties shall remain subject to Sections
3(a) and (b) hereof through the date such termination becomes effective, and in
addition, ICO shall remain obligated to reimburse Consultant for expenses
incurred pursuant to Section 3(c) through the date of termination, and shall
promptly reimburse Consultant upon being invoiced.

    


    (b) Upon
any termination or expiration of this Consulting Agreement, Consultant (i) shall
immediately discontinue all use of ICO’s confidential information delivered
under this Consulting Agreement; (ii) shall delete any such ICO confidential
information from Consultant’s computer storage or any other media, including,
but not limited to, online and off-line libraries; and (iii) shall return to ICO
or, at ICO’s option, destroy, all copies of such confidential information then
in Consultant’s possession.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) The
following provisions shall survive despite any termination of this Consulting
Agreement: 6, 7, 8, 9, 10, 11, 13, 14, 15 and 16.

    


    9. Assignment

    


    The
rights and liabilities of the parties shall bind and inure to the benefit of
their respective successors, heirs, executors and administrators, as the case
may be. Because ICO has specifically contracted for the services of Consultant,
Consultant may not assign or delegate Consultant's obligations under this
Consulting Agreement either in whole or in part without the prior written
consent of ICO.

    


    10. Governing Law,
Severability

    


    This
Consulting Agreement shall be governed by and construed according to the laws of
the State of Washington, excluding its choice of law provisions. If any
provision of this Consulting Agreement is found by a court of competent
jurisdiction to be unenforceable, that provision shall be severed and the
remainder of this Consulting Agreement shall continue in full force and
effect.

    


    11. Arbitration

    


    Any
dispute arising under or related to this Consulting Agreement shall be resolved
by binding arbitration under the Commercial Arbitration Rules and administration
of the American Arbitration Association (“AAA”) before one (1) arbitrator
jointly selected by the parties or, if the parties are unable to agree,
appointed under the AAA rules. Such arbitration shall take place in Washington,
DC or Reston, VA, unless otherwise agreed in writing. The arbitration award
shall be final and binding upon the parties and judgment may be entered upon the
application of either party by the court having the jurisdiction. Each party
shall bear the cost of preparing and presenting its case, and the cost of the
arbitration (including fees and expenses of the arbitrators) shall be shared
equally by the parties unless the award otherwise provides.

     

    


    


    12. Notices

    


    Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified in this Consulting Agreement or at such other address
as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or, if sent by overnight courier,
one (1) day after the sending, or, if sent by certified or registered mail,
three (3) days after the date of mailing.

     

    13. Limitation of
Damages

    
      
      

    

     

    EXCEPT AS
PROVIDED IN SECTIONS 6, 14 AND 15, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND (B) EITHER PARTY’S SOLE
LIABILITY TO THE OTHER PARTY, IF ANY, SHALL IN NO EVENT EXCEED THE FEES PAID BY
ICO UNDER THIS CONSULTING AGREEMENT.  

     

    14.
  Indemnification

     

    Each
party shall indemnify and hold harmless the other party (including for
reasonable attorneys’ fees and costs) from any and all losses, claims, damages
and liability, including reasonable attorneys’ fees and costs, for any
third-party claims arising out of the indemnifying party’s breach of this
Consulting Agreement, misconduct or negligence.

     

    15.   Intellectual
Property

     

    (a)
Consultant hereby irrevocably grants to ICO all right, title and interest in
document, development, work product, know-how, design, processes, invention,
technique, trade secret, or idea, and all intellectual property rights related
thereto, that is created by Consultant, to which Consultant contributes, or
which relates to Consultant’s services provided pursuant to this Consulting
Agreement (the “Work Product”), including all copyrights, trademarks and other
intellectual property rights (including but not limited to patent rights)
relating thereto. Consultant agrees that any and all Work Product shall be and
remain the property of ICO. Consultant will immediately disclose to ICO all Work
Product. Any copyrighted works created by Consultant under this Consulting
Agreement shall be considered “works for hire.” Consultant agrees to take any
steps reasonably necessary to protect ICO’s rights, including without limitation
executing any documents necessary or desirable for doing so. If Consultant does
not execute such documents within a reasonable time, Consultant hereby
irrevocably appoints ICO as Consultant’s attorney-in-fact for the purpose of
executing such documents on Consultant’s behalf, which appointment is coupled
with an interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b)
Consultant represents and warrants that, to his knowledge, no aspect of the
Services will infringe the intellectual property rights of any third
party.

     

    16. Complete Understanding;
Modification

    


    This
Consulting Agreement, including all other documents mentioned herein,
constitutes the final, exclusive and complete understanding and agreement of the
parties hereto and supersedes all prior understandings and agreements. Any
waiver, modification or amendment of any provision of this Consulting Agreement
shall be effective only if in writing and signed by the parties
hereto.

    


    IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as
of the date first written above.

     

    
      
        
          
            
              	
                      ICO
      Satellite Services G.P.

                    	 
      	
                      Dennis
      Schmitt

                    
	
                      /s/
      Michael Corkery

                    	 
      	
                      /s/
      Dennis Schmitt

                    
	
                      By:  
      By: ICO Services Limited, a partner

                    	 
      	
                      By:
      Dennis Schmitt

                    
	
                              
      By: ICO North America, Inc., its parent

                    	 
      	 
      
	
                              
      By: Michael Corkery

                    	 
      	 
      
	
                              
      Chief Financial Officer

                    	 
      	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
1 TO CONSULTING AGREEMENT

    


    Statement
of Work and Procedures

    
      
        	
                1.  

              	
                Consultant
      shall, prior to March 10, 2009, provide all support as requested by the
      CFO and Controller to assist with the preparation of the Company’s 2008
      Form 10K.

              


      

      


      
        	
                2.  

              	
                Consultant
      shall, prior to March 31, 2009, effect a full transition of all
      responsibilities and work product related to the Company’s international
      activities including but not limited
to:

              


      

      


      -all
financial schedules prepared in support of statutory audit, tax filings or other
financial analysis

      -all
memorandums, schedules or other data supporting accounting or tax positions or
treatments established by the Company up through the termination date of this
Consulting Agreement

      -any data
related to financial recordkeeping or accounting related to the Company’s
international activities

      -any
contact information for individuals who have provided, do provide or will
provide support or services to the Company related to its international
activities

      -any
other information or data that is relevant to the Company’s international
activities up through the termination date of this Consulting
Agreement.

      


       

      
        	
                3.  

              	
                Consultant
      shall, prior to March 31, 2009, effect a full transition of all
      responsibilities and work product related to the Oracle financial
      platform.

              


      

      


      
        	
                4.  

              	
                Consultant
      shall, prior to March 31, 2009, effect a full transition of all
      responsibilities and work product related to the Company’s U.S. tax
      filings.

              


      

      


       

      
        	
                5.  

              	
                Consultant
      shall, prior to March 31, 2009, effect a full transition of all
      responsibilities and work product related any other areas as determined by
      the CFO during the term of this Consulting
  Agreement.