Executive shall serve as the full-time Chief Merchandising Officer of the Company and shall have the duties and responsibilities customarily associated with such position, and such additional duties and responsibilities as may from time to time be assigned to him by the Chief Executive Officer of the Company (the “ CEO ”).  Executive shall report directly to the CEO.  Executive shall (i) devote his full business time to the business and affairs of the Company, (ii) not engage in any other business activities as a director, officer, employee or consultant or in any other capacity, whether or not he receives compensation therefor, other than activities approved by the Board of Directors (the “ Board ”) of the Company’s parent, Number Holdings, Inc. (“ Parent ”) or an authorized committee thereof and (iii) observe and comply with all rules, regulations, policies and practices of the Company.  Notwithstanding the foregoing, Executive may serve on the boards of charitable, civic or religious organizations, engage in charitable and community affairs and activities, and manage his personal investments; provided that such activities do not interfere with the performance of Executive’s duties and responsibilities hereunder.