CONSULTING AGREEMENT

consideration provided herein, Consultant agrees that during the term of this Agreement and for a period of two (2) years (not including any period(s) of violation or period(s) of time required for litigation to enforce the covenants herein) after any expiration or termination of this Agreement, Consultant will not, without the prior written consent of the Board, (i) either as a principal, agent, manager, employee, owner (if the percentage of ownership exceeds two percent (2%) of the net worth of the business), partner (whether general or limited), director, officer, consultant or in any other capacity participate in any business that competes with the Company or its subsidiaries within fifty (50) miles of any North Carolina office of the Company or its subsidiaries (the “Territory”), such determination of the geographic scope of this covenant to be made as of the date of this Agreement, or (ii) solicit business in competition with the Company or its subsidiaries, from any customer with whom Consultant had any substantial or nonincidental contact or communications during the two years prior to termination of this Agreement; provided, however, that for the period following expiration or termination of this Agreement, Consultant may be employed or associated with a business in competition with the Company to the extent that such employment or association does not involve Consultant (i) working in a capacity related to the work he did for the Company; or (ii) utilizing any contacts or knowledge of trade and business secrets or other confidential data of the Company. Consultant acknowledges that the restrictive covenants contained in this Section are fair and reasonable. The parties intend the restrictions on competition contained in this paragraph 3 to be completely severable and independent, and any invalidity or unenforceability of any one or more such restrictions or requirements shall not render invalid or unenforceable any one or more of the other restrictions or requirements. The Company shall have the right to limit, unilaterally, the scope of any provision of this paragraph 3 to ensure the enforceability of Consultant’s agreement not to compete with the Company.

compensation, social security taxes, and/or unemployment compensation. If this independent contractor relationship is determined by tax or other legal authorities to constitute an employment relationship, (a) Consultant hereby waives, for the period prior to the date such determination becomes final, any and all claims to coverage under Company pension, profit-sharing, health, dental, welfare, or similar type plans that are generally provided to Company employees, unless otherwise agreed by the Company in writing; and (b) Consultant agrees to indemnify and hold harmless the Company and its affiliates and their respective employees, officers, managers, employees, directors, equity holders and agents from any attorney’s fees, costs, claims, suits, judgments, taxes, assessments, penalties, interest and related liabilities arising therefrom. Consultant agrees to indemnify, defend and hold harmless the Company and its affiliates and their respective employees, officers, managers, directors, shareholders and agents from and against any and all other liabilities, claims, costs, damages, expenses, losses, and attorney’s fees resulting from, or attributable to, any act or omission of Consultant related to the performance of Consultant’s obligations under this Agreement or from any breach of Consultant’s obligations under this Agreement. All indemnification obligations set forth in this Section shall survive any termination of this Agreement.

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