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Independent Contractor Agreement

This is an actual contract by Charles & Colvard.

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Sectors: Specialty Retail
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: July 01, 2009
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THIS INDEPENDENT CONTRACTOR AGREEMENT, made effective as of the 1st day of July, 2009 by and between Charles & Colvard, Ltd., a North Carolina corporation (the "Company"), and Neil Boss (the "Contractor").


A. The Company is engaged in the business of designing, developing, manufacturing, and selling moissanite jewels (the "Business") and desires to engage the Contractor to assist the Company in providing financial and accounting services (the "Services") for the business.

B. The Contractor desires to provide such services to the Company on the terms and for the compensation set forth herein.

NOW THEREFORE, the parties hereto agree as follows:

1. Engagement . The Company hereby engages the Contractor as a nonexclusive contractor to perform the Services (as defined herein) subject to the terms and conditions of this Agreement, and the Contractor hereby accepts such engagement for and in consideration of the compensation hereinafter provided and agrees to use his best efforts in performing the Services. The Contractor shall perform his obligations hereunder in compliance with the terms of this Agreement and any and all applicable laws and regulations. The Contractor acknowledges that this is a nonexclusive engagement by the Company and that the Company retains the right to appoint additional contractors as the Company, in its sole and unrestricted judgment, may from time to time determine to be in the best interests of the Company without liability or obligation to the Contractor.

2. Services .

a. The Contractor agrees to provide financial and accounting services for the Company and perform other duties related thereto as the Company may determine from time to time (the "Services"). Contractor warrants to the Company that the Services will be performed in a professional, timely and workmanlike manner.

b. The Contractor shall execute a Confidential Disclosure Agreement in substantially the form attached hereto as Exhibit A concurrent with the execution of this Agreement.

3. Licenses, Tools and Materials . Contractor shall be responsible for obtaining, at Contractor's own expense, all licenses, permits and bonds as may be required by any federal, state or local law or regulation for the performance of Contractor's duties hereunder. The Company shall be responsible for supplying at its cost all necessary tools and materials to be used by Contractor.

4. Limitations . Nothing in this Agreement shall be construed to give the Contractor authority to represent the Company before any court or governmental or regulatory agency without the express prior written authorization of the Company. In addition, all files, books, accounts, records and other information of any nature, however recorded or stored, and related to the Company (the "Records") shall at all times belong to the Company and to the extent possessed by the Contractor hereunder, such possession shall be for the benefit

300 Perimeter Park Drive, Suite A Morrisville, NC 27560 Telephone 919.468.0399

Facsimile 919.468.0486 www.moissanite.com

CONFIDENTIAL Charles & Colvard, Ltd.  60;

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of and as agent for the Company. The Contractor's possession of the Records is at the will of the Company and is solely for the purpose of enabling the Contractor to perform his obligations hereunder. The Records shall be readily separable from the records of the Contractor.

5. Term . The term of this Agreement shall commence on the date hereof and shall continue thereafter through and including the close of business on June 30, 2010. Notwithstanding the foregoing, the Company may terminate this Agreement for "cause," as defined herein, by giving written notice of at least 30 days in advance of its desire to terminate this Agreement for cause. The Company shall be deemed to have cause for terminating Contractor's engagement in the event Contractor (i) demonstrates any dishonesty or engages in any act of moral turpitude, (ii) impr operly performs or fails to perform the Services described herein, (iii) causes intentional damage to substantial property of the Company, or (iv) is unable to perform the Services because of death or a disability which renders him unable to perform the Services for 30 consecutive calendar days.

6. Fees . As compensation for the performance of the Services, the Company shall pay the Contractor at a rate of $90 per hour worked, billable in bc hour increments. Contractor will submit a report of hours worked every 2 weeks and C&C will pay contractor within 2 weeks from receipt of this report. No amounts (including without limitation, social security, federal and state withholding taxes) shall be withheld or otherwise subtracted from the compensation paid to the Contractor pursuant to this Section 5 unless required by law. In addition, the Contractor sh all be reimbursed for all expenses incurred by the Contractor on behalf (and with the prior written authorization) of the Company, in accordance with the attached C&C Travel and Expense Policy, from the date the Contractor delivers an itemized report of such expenses, together with receipts or other evidence of payment reasonably satisfactory to the Company and its accountant. C&C agrees to pay for existing employee healthcare benefits for the month of July 2009.

7. Background Check, Credit Check, Drug Testing and Searches . The Contractor understands and agrees that (i) the Company may require the Contractor to undergo a criminal background check, a credit check and/or drug testing as a condition of being allowed to perform the Services, (ii) in the sole discretion of the Company, the Contractor may be prohibited from performing the Services based upon the results of a background check, a credit check or drug test, and (iii) the Company may conduct a reasonable search of the Contractor if the Company has reasonable suspicion to believe that the Contractor has in his possession property belonging to the Company.

8. Indemnification . The Contractor shall defend, release, indemnify and hold the Company and its directors, officers, shareholders, employees and agents and the personal representatives and assigns of each, harmless from and against any and all claims, suits, liability, costs and expenses, including, without limitation, attorneys' fees and expenses, in connection with any knowing and intentional act or omission of the Contractor, his employees and/or agents in connection with the provision of the Services.

9. Insurance Representations, Workplace Safety . The Contractor agrees to maintain liability, worker's compensation, errors and omission and/or other insurance in such amounts and with such carriers as the Company may reasonably request, each of which policies shall, upon request of the Company, name the Company as an additional insured. In addition, the Contractor shall be solely responsible for workplace safety, shall maintain the workplace in accordance with industry standards and shall comply with all governmental (including federal, state and local) regulations.

10. Notices . All notices, demands, requests or other communications which may be or are required to be given, served or sent by one party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered or mailed by certified mail, return receipt requested, postage prepaid, or sent by telefax,

300 Perimeter Park Drive, Suite A Morrisville, NC 27560 Telephone 919.468.0399

Facsimile 919.468.0486 www.moissanite.com

CONFIDENTIAL Charles & Colvard, Ltd.  60;

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