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Dr. Carol J., Henry ICF Incorporated. International Square 1850 K Street, Northwest Washington, D.C. 20006 Dear Carol: Lorillard will be pleased to have you serve a~s a consultant iniregard to toxicology includingithe 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 perform include, but are not limited to: 1. on-site monitoring of laboratory facilities; 2. protocol development and eval]Juation; 3. quality control audits; 4. study review; 5. program review; 6.. recommendations regarding validity of tests and possibilities for new tests;. 7. personnel interviews or recommendations;and 8'. technical summaries, editing and preparation of publications whether initiated by Lorillard or you,. We contemplate that you may be called upon to devote 20-40 hours per month for the next three months, but Lorillard is not so obligated. Your fee will be $10!0.00 per hour. Expenses in connection with your performance of this agreement and approved by Lorillard will be reimbursed upon submission of verification. I[ncroices wi11 be submitted monthly and are dh.te two weeks after receipt. From time to time Lorillard maydisclose certain secret and confzdbntial data to you, or you may create data, information, questions, reports, or collect datai, and/or create computer analyses, computer programs and software in connection with your work for Loril'llard, all of which.shaill be referred to as "Proprietary Infbrmation."' Such "Proprietary Information" in any form, writings of any kind,.

photographs, video tapes, apparatus, formulae,, inventions, computer programs or printouts, copyrights, patents, trade secrets, confidential informati.on,, know-how and ideas, shall be the property of Lorilllard. This Agreement is intended to apply to Proprietary Information disclosed'to you on behalf of Lorillard by others. You wil]J not disclose or use the Proprietary Information~other than in connection 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 Lorillard for all countries, andi will execute all documents necessary to effectuate this Agreement. Any compensation required withrespectttiereto will be on the same terms andiconditions set forth above. At any time upon demand, or on termination of your work forLoril7lard you shall turn over to: Lorillard all documents and writings, copies, photos, drawings or other material in your possession or control relating to the Proprietay Information or to Lorillard, it beingihereby acknowledged that all such items are the property of Lorillard. Youlwill not undertake any owner, consultant orr employment role competitive or in conflict with any interest of Lorillard whereinithe complete unhampered fulfillment of the duties of that employment would inherentliy, or inevitably call upon you to reveal, to base jiudgments uponlor to use the Proprietary Information, except with the written permission of Lorillard. However, Lorillard understands and agrees that such approval shall not be unreasonably withheld in light of the fact that the market for your services is narrowly based among Lorillard's competitors. The undertakings 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 in such capacity shall have noo authority to represent Lorillard or commit any acts or enter into any obligations or make any commitments on behalf of Lorillard.

Youlagree 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 dbne during this Agreement, so far as same relate: . (a), tolproducts, ingredients, intermediates,, articles or machines now or hereafter related to Lorillard's business; (b)i to the art off' making or usingi the same; or. (c) to Lorillard's research and research programs, and' aIl your right, title and' interest in and to the same, shall be regarded!as made and held by you in a fiduciary capacity and solely for the benefit of Lorillard, 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, advertisingior promotional drawings, any blueprints, or other reproduction, special data, tables and calculations, letters, other documents or copies thereof and/or confidential information relatingito this Agreement. You shall disclose promptly and fully to Lorillard andito its attorneys all said improvements and inventions. When requested to do so, either during,or after this Agreement, you shall: (a) assigniand conveytoLoriilard your entire right, title and interest in and to saidl improvements and inventions; (b) assist Lorillard and its agents in preparing patent, trademark and copyright applications, United States andIforeign, covering the same; (c) sign and deliver all said applications and assignments of the same to Lorillard; and (d) generally give all informationiand!testimony, sign all papers and do all things which may be neededior requested by Lorillard, to the end that Lorillard may obtain, extend, re-issue, maintain andlenforce United S'tates and foreign patents, trademarks and copyrights covering said!improvements and inventions.,

(e) deliver to Lorillardiall notes, memoranda, notebooks, drawings andd records kept by youu or in your possession in~connection with the performance of services hereunder. Lorillard agrees to bear all expenses which it causes to be incurred in obtaining, extending, re-issuing,, maintaining and enforcing said 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'youitherefore subsequent to, the termination of his Agreement, such payment to be at an hourly rate equivalent to that at which you are paid hereunder. Lorillard has entered this Agreement in reliance upon receivingiyour personal services and neither this. Agreement, nor any of the rights or obligations hereunder are assignable by you without the express written consent of Lorillard. Except as otherwise provided above this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives. Lorillardimay terminate this Agreement upon thirty (30) days notice, effective from the date of the notice. Ttrmination or expiration of this Agreement shall not relieve either party of its obligations under this Agreement as to confidentiality and inventions or Proprietary Information generated before the termina!tion off this agreement. If iniany place or circumstance any portion of this Agreement shall be deemed wholly or partially unenforceable, you agree, nevertheless, to be bound by all other provisions hereof to the full lawful extent. it to me. Please sign one copy of'this Agreement and return Very truly yours, Lorillard, Inc. i~z D'r. Fred S'chultz Dr. Carol J. Henry Date