The parties agree that they have both had the opportunity to review and negotiate this Employment Letter, and that any inconsistency or dispute related to the interpretation of any of the provisions of this Employment Letter shall not be construed against either party. The headings used in this Employment Letter are for convenience only and are not to be considered in construing or interpreting this Employment Letter. The Employee has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this Employment Letter. The Employee understands, confirms and agrees that counsel to the Company (Becker & Poliakoff, LLP) has not acted and is not acting as counsel to the Employee and that Employee has not relied upon any legal advice except as provided by its own counsel.