SOUTHERN TRUST COMPANY, INC. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 May 28, 2013 Alan4rDlugash Man-Jr13lugeshAL-€ 6004hird-Avenue New York, NY 10017 6701 Laura LaForgia Marks Paneth & Shron LLP 685 Third Avenue New York, NY 10019 Alan J. Dlugash Alan J. Dlugash, LLC 600 Third Avenue New York NY 10017-6701 Re: Consulting Services Dear Mr-rDitigash-and-Ms. LaForgia and Mr. Dlugash: The undersigned, Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), has engaged you, Alan J. Dlugash and Marks Paneth & Shron LLP (collectively, "You") to provide consulting services, as specifically requested by STC 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 LLP has an exclusive consulting relationship with Alan J. Dlugash who will provide services to STC through Marks Paneth & Shron LLP. Marks Paneth & Shron LLP 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, officers, directors, associates, employees, agents, and other representatives of your respective firms. 1. You understand and agree that in connection with the Consulting Services, STC 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. B