Consulting Engagement Agreement

Consultant is in the business of providing management services to client companies in all areas of business operations.

Consultant and Client desire to enter into a consulting arrangement upon the terms and conditions set forth herein.

ENGAGEMENT: Client agrees to engage Consultant under the terms of this Agreement, and Consultant agrees to accept such engagement. Consultant, or its representative shall be available to Client according to the time or the projects specified in Exhibit A, attached hereto and made a part of this Agreement by reference herein.

TERM AND TERMINATION: Consultant's engagement pursuant to this Agreement shall commence on April 19, 2013 and continue until April 30, 2014, unless terminated earlier, as provided herein (the "Term"). At the end of the Term, this Agreement shall automatically be extended for periods of three months each, unless one party gives the other party 30 days’ notice of their intent to not extend the Agreement. Other than for the reasons described in Section 4, below, either party may terminate this Agreement during the Term, or any extensions thereof, by giving the other party two months written notice of termination.

COMPENSATION: As compensation for services rendered by Consultant pursuant to this Agreement, Client shall pay Consultant the sum(s) as shown on Exhibit A, plus reimbursement for any expenses incurred on Client's behalf. If Consultant uses an automobile on Client's behalf, Client shall reimburse Consultant for actual miles traveled at the rate of $0.58 per mile. For on-site engagements of less than four (4) hours, Consultant shall invoice Client for travel time to and from Client’s premises (or other designated meeting site as defined by Client). Client and Consultant agree that Exhibit A may

INVOICING AND PAYMENT: Consultant shall provide an invoice reasonably detailed to Client as of the fifteenth and last day of each month for services performed pursuant to this Agreement. Consultant shall apply the invoice against the Retainer.

RETAINER: Upon execution of this Agreement, Clients agrees to pay Consultant a retainer (“Retainer”) of $50,000, and to replenish Retainer whenever the Retainer balance is $15,000 or less. Any amounts remaining at the termination of the Assignment will be refunded to Client.

NON DISCLOSURE: Client and Consultant acknowledge that they have entered into a non-disclosure agreement which was effective as of April 2, 2013, and that such non-disclosure agreement is incorporated herein by reference.

INDEMNITY: Client shall have its insurance in effect during the term of this Agreement, including its Directors and Officers Liability insurance, and add The Brenner Group, Inc., Richard M. Brenner, J. Weston Rose, and Mark Thompson as named insureds under the policy. Client will furnish Consultant a certificate of insurance indicating the coverage above within two business days after the Commencement Date of this Agreement.

ASSIGNMENT: This Agreement may not be assigned by either party hereto without the prior written consent of the other.

ADDITIONAL PERSONNEL: Consultant may use additional personnel to support the requirements of Client under this Agreement. The additional personnel will only be used after Client has agreed in writing to: (a) such addition; (b) the compensation for such addition; (c) the term of such addition, and (d) such addition is made a part of this Agreement by an amendment to Exhibit A and executed by both parties.

AMENDMENT; ENTIRE AGREEMENT: This Agreement may be amended only in writing, and signed by both parties. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and expressly terminates and supersedes any and all