During the Engagement Term (as defined below), Executive will serve as Chief Financial Officer of the Company, reporting to the Chief Executive Officer, and assuming  and discharging  such responsibilities  as are commensurate  with  Executive’s position. During the Engagement Term, Executive will provide services in a manner that will faithfully and diligently further the business of the Company and will devote a substantial portion of Executive’s business time, attention and energy thereto.   Notwithstanding the foregoing, nothing in this Agreement shall restrict Executive from managing his investments, other business affairs and other matters or serving on civic or charitable boards or committees, provided that no such activities unduly  interfere with the performance  of his obligations  under this Agreement, provided  that Executive shall honor the non-competition and non-solicitation   terms as per  Section  14 below.   During the Engagement Term, Executive agrees to disclose to the Company those other companies of which he is a member of the Board of Directors, an executive officer, or a consultant.