CONSULTING SERVICES AGREEMENT

1.

Recitals.

1.1

EPE desires Consultant to perform certain services described in the statement of work (the “Statement of Work”) appended to and hereby incorporated into this Agreement by reference as Appendix 1, all and in each instance in accordance with the provisions of this Agreement and such Statement of Work.

1.2

Consultant is ready, willing, and able to undertake the duties and obligations set forth in this Agreement.

1.3

In consideration of the foregoing recitals and the mutual covenants contained in this Agreement, EPE and Consultant agree as provided below.

2.

Services to Be Performed.

2.1

All services and deliverables to be performed and provided under this Agreement are described in the Statement of Work. Consultant, as an independent contractor, shall furnish all necessary supervision, labor, materials, tools, and equipment to perform the services and provide the deliverables specified in and in the manner prescribed by this Agreement and the Statement of Work. Changes to the scope of services or deliverables described in the Statement of Work (including any corresponding increase or decrease in pricing therefor) shall not be effective unless set forth in a written document executed by EPE and Consultant.

3.

Term and Termination of Agreement.

3.1

This Agreement shall be for a term of twelve (12) months beginning June 1, 2009 (the “Effective Date”) and continuing through May 31, 2010 (the “Term”), unless earlier terminated in accordance with Sections 3.2 or 3.3.

3.2

Either party may upon written notice terminate this Agreement at any time if the other party breaches a material provision of this Agreement and such breach is not fully cured within thirty (30) days following the non-performing party’s receipt of notice describing the nature of such breach in reasonable detail. In such event and subject to the restrictions and limitations prescribed by Section 7.3 and Section 7.4, the non-breaching party may take such action to enforce any other rights or remedies available under this Agreement, applicable law, and/or principles of equity.

3.3

EPE shall also have the right and option to terminate this Agreement immediately upon notice to Consultant if, during the Term, (i) Consultant accepts full-time employment with any person or entity, or (ii) Consultant interferes with the business of the Company or holds any position or accepts any engagement that results in a position adverse to that of the Company in any matter.

4.

Compliance with Applicable Laws.

4.1

Consultant shall perform all services in accordance and compliance with all federal, state, and local statutes, laws, ordinances, codes, rules, and regulations (collectively “Laws”) including, without limitation, Laws governing workplace health and safety and the protection of the environment.

5.

Inspection, Acceptance, and Payment.

5.1

EPE shall pay Consultant compensation for services and deliverables in accordance with the provisions of this Agreement and the Statement of Work. EPE agrees to pay Consultant a monthly retainer in the amount of Twenty Eight Thousand Three Hundred Fifty Dollars ($28,350.00), payable each month throughout the term of this Agreement.

5.2

Consultant shall deliver monthly invoices to EPE for services rendered. Each invoice shall be mailed or hand delivered to:

5.3

All payments or reimbursements otherwise due Consultant under this Agreement shall be subject to EPE’s right to contractual setoff solely for a breach of Paragraph 5 of the Employment Retirement Agreement and Release of even date which right of contractual setoff is hereby granted by Consultant to EPE to the fullest extent allowed by applicable law.

5.4

As set forth in the Statement of Work, EPE agrees to reimburse Consultant for reasonable out-of-pocket expenses incurred for out-of-town travel which was requested and approved in advance by EPE and for other incremental expenses necessary for Consultant to perform his duties under this contract, such as overnight delivery services, long distance phone charges, etc. No reimbursement will be made, however, for (i) alcoholic beverages, (ii) hotel pay-per-view movies or other entertainment expenses, or (iii) undocumented costs or expenses. Consultant shall use reasonable efforts to limit travel and living expenses by using coach airfare, booked at least seven (7) days in advance (unless otherwise approved in advance by EPE), staying in housing identified by EPE as offering contractors a discounted rate, and sharing rental cars.

6.

Services, Deliverables, and Media Warranties.

6.1

All services and deliverables shall conform to all descriptions, specifications, and standards included or referenced in the Statement of Work and be performed in good faith and with that level of care and skill ordinarily exercised by members of Consultant’s profession.

6.2

If, during the one (1) year period following EPE’s acceptance (as described in Section 5.3) of all services and deliverables to be provided under this Agreement, any service or deliverable fails to conform to the warranty prescribed by Section 6.1, Consultant shall at its sole cost and expense and within thirty (30) days following its receipt of written notice describing such nonconformity in reasonable detail, re-perform such service or repair or replace such deliverable to correct such nonconformity.

6.3

THE REMEDY PRESCRIBED BY SECTION 6.2 SHALL BE EPE’S SOLE AND EXCLUSIVE REMEDY FOR CONSULTANT’S BREACH OF THE LIMITED WARRANTIES PRESCRIBED BY SECTION 6.1.

6.4

EXCEPT AS PROVIDED IN SECTION 6.1, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES AND DELIVERABLES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.

Indemnification and Limitation of Liability.

7.1

Each party shall indemnify and hold harmless the other party and its respective owners, directors, officers, and employees for, against, and from any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature (including reasonable attorneys’

fees) for personal injury (including mental anguish) to or death of any person or for destruction or loss of or damage to the property of any third person or entity in each instance to the extent determined to be proportionately attributable to the (i) negligence (including strict liability in tort), gross negligence, or willful misconduct of the indemnitor, its owners, directors, officers, employees, agents, or contractors arising from, in connection with, or in any way related to this Agreement (including the performance or nonperformance thereof), or (ii) breach of this Agreement by the indemnitor, its owners, directors, officers, employees, agents, or contractors. It is the intention of the parties that the indemnitees shall be entitled to reciprocal and comparative indemnification under this Section 7.1.

7.2

Consultant shall indemnify, defend, and hold EPE harmless against any loss, cost, or expense arising out of any claim that Consultant’s services or deliverables or EPE’s use of the deliverables under this Agreement infringes any United States patent, copyright, or trade secret. Should Consultant’s services or deliverables be determined to have infringed, or, if in Consultant’s judgment such use is likely to infringe, any such patent, copyright, or trade secret, Consultant may, at its option and at its sole cost and expense (i) obtain for EPE the right to continue to use the affected services and deliverables, or (ii) replace or modify the affected services and deliverables to make such use non-infringing and substantially equivalent in function. This indemnity does not cover infringement claims arising from or caused by modifications to Consultant’s services or the deliverables that are not made by Consultant, its agents, affiliates or subcontractors or that result from the combination of such matters with products or services not provided by Consultant. Consultant’s obligations under this Section 7.2 are conditioned upon:

(i)

EPE promptly notifying Consultant in writing of any such claim;

(ii)

Consultant being able to control the defense and settlement of such claim; and

(iii)

EPE cooperating with all reasonable requests of Consultant (at Consultant’s expense) in defending or settling such claim. EPE shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relative to such claims through counsel of its own choosing.

7.3

EXCEPT FOR CLAIMS FOR (i) INDEMNIFICATION UNDER SECTION 7.1 OR SECTION 7.2 OR BREACH OF THE CONFIDENTIALITY PROVISIONS OF SECTION 9, EACH TO WHICH THE PROVISIONS AND LIMITATIONS OF THIS SECTION 7.3 SHALL NOT APPLY, OR (ii) DAMAGE TO OR DESTRUCTION OF THE REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY OF A PARTY, WHICH SHALL BE LIMITED TO THE AMOUNTS REQUIRED TO FULLY ABATE OR REPAIR SUCH DAMAGE TO OR TO REPLACE SUCH PROPERTY, NOT TO EXCEED THE AGGREGATE AMOUNT OF $1,000,000 REGARDLESS OF WHETHER SUCH AMOUNTS ARE CONSIDERED SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PROPERTY, OR OTHER ECONOMIC DAMAGES. ALL PAYMENTS DUE CONSULTANT UNDER THIS AGREEMENT FOR SERVICES, DELIVERABLES, COSTS, AND EXPENSES SHALL BE DEEMED TO CONSTITUTE DIRECT DAMAGES (AND NOT SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES) FOR THE PURPOSES OF THIS SECTION 7.3.

7.4

EXCEPT FOR CLAIMS FOR (i) INDEMNIFICATION UNDER SECTION 7.1 OR SECTION 7.2 OR BREACH OF THE CONFIDENTIALITY PROVISIONS OF SECTION 9, EACH TO WHICH THE PROVISIONS OF THIS SECTION 7.4 SHALL NOT APPLY, OR (ii) DAMAGE TO OR DESTRUCTION OF REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY OF EPE, WHICH SHALL BE SUBJECT TO THE PROVISIONS AND LIMITATIONS PRESCRIBED BY SECTION 7.3, CONSULTANT SHALL IN NO EVENT BE LIABLE TO EPE FOR AN AMOUNT EXCEEDING THE AGGREGATE AMOUNT TO BE PAID TO CONSULTANT FOR SERVICES AND DELIVERABLES UNDER THIS AGREEMENT.

8.

Force Majeure.

8.1

Neither party shall be liable to the other for failure to perform or delay in performance of its obligations under this Agreement if and to the extent that such failure or delay is caused by or results from causes beyond its control, including, without limitation, any act (including delay, failure to act, or priority) of the other party or any governmental authority, civil disturbances,