SOI ITEMS TRUST COMPANY, INC. 6100 Red Hook Quarter, 83 St. Thomas, USVI 00802 May 28,2013 Laura LaPorgia Marks Paneth & Shron l.LP 685 Third Avenue New York. NY 10019 Alan .1. Dlugash Alan J. Dlugash, LLC 600 Third Avenue New York, NY 10017-6701 Re: Consulting Services Dear Ms. LaForgia and Mr. Dlugash: The undersigned. Southern Trust Company. Inc.. a Virgin Islands corporation ('STC"). has engaged Marks Paneth & Shron I.I.P (to provide consulting services, as specifically requested by SIC from time to time (the "Consulting Services"), and You have agreed to provide the Consulting Services, subject to certain restrictions contained in this letter. It is understood that Marks Paneth & Shron LIP has an exclusive consulting relationship with Alan J. Ifitigash who will provide services to STC through Marks Paneth & Shron LLP. Marks Paneth & Shron LIP and Alan J. Dlugash are collectively referred as "You" in this agreement. For purposes of this Agreement, all references to STC include all directors. officers, shareholders, associates, employees, agents, and other representatives of STC, and all references to You include all members. managers. partners. officas, directors, associates, employees. agents. and other representatiA es of your respective 'inns. 1. You understand and agree that in connection with the Consulting Services. SIC may disclose to you certain confidential and proprietary information regarding STC, as well as its clients and business associates. including. without limitation. (a) Jeffrey Epstein and affiliated trusts. partnerships, limited partnerships, and limited liability companies of, and any other entities affiliated with Mr. Epstein. (b) Leon Black and affiliated trusts, partnerships. limited partnerships. and limited liability companies of, and any other entities affiliated with Mr. Black, including all entities winch include in their legal name the ;surd "Apollo" which are affiliated with Mr. Black, and also incl