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. , LORILLARD, INC. 2525'E: Market Street, P:O: ®bz 21688, Greensboro, North Carolina 27420-1G88 January 24, 1986 Dr. Carol J. Henry ICF'Incorporated International Square. 1850 EC Street, Northwest Washington, D.C'. 20'00'6. Dear Carol:~ Lorillard will be pleased to have you serve as a consultant in regard'ito toxicology including the monitoring of animal smoke inhalation studies. This letter is~intended to confirm our Agreement with respect thereto.. The tasks which you may be asked to performm include, but are not limited to: 1'. on-site monitoring,of laboratory facilitses;. 2'., protocol development and evaluation; 3. quality control audits; 4. study review; 5.prog,ramrevi'ew;6. recommendations regarding validity off test: andipossibilities for newtests; 7. personnel interviews or recommendations; and 8. technical summaries, editingiand preparation of publications whether initiated by Lorillard or you. We contemplate that you may be called upon to devote approximately 20 hours per month in these activities,, but Lorillard is not so obligated. Your fee will be$,1001.0101 per hour. Expenses in connection with your performance of this agreement andiapproved by Lorillard will be reimbursed upon submission of verification. Invoice&will be submitted monthly and are due two weeks after receipt. From time to time Lorillard may disclose certainn secret and confidential data to you, or you may create datai, information, questions, reports, or collect data, and/or create computer analyses, computer programs and software in connection with your work for Lorillard, all of'whichishall be referred to as "Proprietary I'nformation.°' Such "Proprietary Information" in any form, writings of any:kind',

-2'- photographs, video tapes, apparatus, formulae, inventions, computer programs or printouts, copyrights, patents, trade secrets, confidiential information, know=how and ideas, shall be the property of Lorillard. This Agreement is intended to apply to Proprietary Information disclo.sedito you on behalf of Lorillard by others. You will not disclose or use the Proprietary Information other than iniconnection with this Agreement. If you develop any Proprietary Information as a direct result of this Agreement you!will promptly and fully disclose and assign such to Lo.rillard for all countries, and will execute all documents necessary to effectuate this Agreement. Any compensation required with respect thereto will be on the same terms and conditions set forth above. At any time upon demand, or on termination of your work for Lorillardiyou shall turn over to Lorillard all documents and writings, copies, photos, drawings~or other material in your possession or control relating to the. Proprietay Informatioxr or to Lorillard, it being hereby acknowledged that all such items are the property of Lorillard unless written permission is obtained by you to personally retain certain items. You will not undertake anyowner, consultant or employment role competitive or in conflict with any interest of Lorillard wherein the complete unhampered tulfillment of the duties of that employment would inherently or inevitably call upon you to reveal, to base judgments upon or to use the Proprietary Information,, except with the written permission of Loriilard. However, Lorillardlunderstands and agrees that such approval shall hot be unreasonably withheld in light of the fact that the market for your services is narrowly based among Lorillard"s competitors. The undertaking,s herein shall not be construed as any limitation upon the remedies against you at law or equity in the absence of this Agreement. You understand that in performing service under this Agreement, you shall be acting in the capacity of independent contractor and inisuch capacity shall have no authority to represent Lorillard or commit any acts or enter into any obligations or make any commitments on behalf of Lorillard.

You agree further that any improvements and inventions made by you either alone or with,others, during your relationship with Lorillard, or made thereafter for a period of'three (3) years, as a direct result of any invention conceived or work doneduringithiis~Agreement, so, far as same relate: (a) to products, ingredients, intermediates, articles or machines now or hereafter related to Lorillard's business; (b) to the art of making or using the same; or (c) to Lorillard's research and research programs, and all your right, title and interest in and to the. same, shall be regardedias made and held by you in a fiduciary capacity and solely for the benefit of Lo.rillardl,, shall not be disclosed to others without Lorillard''s written consent, and shall be the sole.and'exclusive property of Lorillard. Further, upon the termination of this Agreement you will not take with you or keep, without like consent, any research, advertising or promotional drawings, any blueprints, or other reproduction, special data, tables and~calculations, letters, other documents or copies thereof and/'or confidential information relating to this Agreement. You shall disclose promptly and fully to Lorillard and to its attorneys all said'improvements and inventions. When requested to d'o so, either during or after this,Agreement, you shall: (a) assign and convey to Lorillard your entire right, title and interest in and to said improvements and inventions; (b) assist Lorillard'and its agents in preparing patent, trad'emark and copyright applications, United States and foreign, coveringithe same;. (c)' sign and deliver all said applications and assignments of the:same to Lorillard; andi (d) generally give all information and testimony, sign all papers and do all things which may be needed or requested by Lorillardl, to the end that Lorillard!may obtain, extend, re-issue, maintain and'enforce United States and foreign patents, trademarks and copyrights covering saidimprovements and inventions. I

-4- (e) deliver to Lorillard all notes, memoranda, notebooks, drawings and recordskept by you or in your possessionlin connection with the performance of services hereuhder. Lorillard agrees ta bear all expenses.which it causes to be.incurred inIobtaining„ extending, re-issuing, maintaining and enforcing sa~id patents, trademarks and' copyrights, and in vesting and perfecting title thereto in, the Company, and agrees further to: pay you for any time which it may require of you therefore subsequent to the termination of his Agreement, such payment tot be at an hourly rate equivalent to that at whichlyou are paid, hereunder. Lorillard has entered'this Agreement in reliance upon receiving your personal services and neither this Agreement, nor any of the rights or oblig,ations hereunder are assignable by you without the express written consent of Lorillard. Except as otherwise provided above this Agreement shall be bindiing upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives. Either party may termiinate thhis Agreement uponn thirty (30) diays notice, effective from the date of the notice. Termination or expiration of'this Agreement shall not relieve either party of its obligations under this Agreement as to confidentiaSiity and inventions or Proprietary Information generated beforetheterm~ination of this agreement. If'in any place or circumstance any portion of' this Agreement shall be deemed wholly or partially unenforceable, youulagree, nevertheless, to be bound by all other provisions hereof to the full lawful extent.

-5- iit to me. Please sign one copy of this.Agreement and return Very truly yours, Lorillard, Inc. By Dr. Fre.4 Schultz: Vice P3`esident, R&D Date A66~ Dr. Carol J. Henry Date ~~R~1~ 71 4 Iq