Common use of Certain Covenants and Agreements of the Company Clause in Contracts

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent of any adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Documents occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the sale of the Shares to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, under the securities laws of such jurisdictions as the Placement Agent shall reasonably request; provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” service. C. Unless the Company is at the time a reporting company under the Exchange Act and has filed any of the following information pursuant to its obligations thereunder, to provide to the Placement Agent for five years from the Termination Date, or until the termination or dissolution of the Company, whichever shall come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of the Company. D. To apply the proceeds of the Offering in accordance with the stated purposes set forth in the Offering Documents. E. To provide the Placement Agent with as many copies of the Offering Documents as the Placement Agent may reasonably request. F. To ensure that any transactions between or among the Company and any of its respective affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an “arms’ length” transaction with independent third parties. G. To comply with the terms of the Subscription Agreements.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent of any adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Documents occurring at any time prior to the Closing as soon as the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the sale of the Shares to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, under the securities laws of such jurisdictions as the Placement Agent shall reasonably request; provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” service. C. Unless the Company is at the time a reporting company under the Exchange Act and has filed any of the following information pursuant to its obligations thereunder, to provide to the Placement Agent for five (5) years from the Termination Date, or until the termination or dissolution of the Company, whichever shall come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of the Company. D. To apply the proceeds of the Offering in accordance with the stated purposes set forth in the Offering Documents. E. To provide the Placement Agent with as many copies of the Offering Documents as the Placement Agent may reasonably request. F. To ensure that any transactions between or among the Company and the General Partner and any of its their respective affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an “arms’ arm’s length” transaction with independent third parties. G. To comply with the terms of the Subscription Agreements.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent of any material adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Documents occurring at any time prior to the Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its reasonable e best efforts to cause the sale of the Shares Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Documents, the Shares and the Placement Agent Warrants under the securities laws of such jurisdictions as the Placement Agent shall reasonably request; , provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” serviceservices, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating to the Offering shall be paid by the Company. C. Unless To apply the Company is at the time a reporting company under the Exchange Act and has filed any net proceeds of the following information pursuant to its obligations thereunderOffering as described in the Offering Documents $5,000,000 for the acquisition of Ad Authority, to provide Inc. and the remaining amount for general working capital purposes. D. To issue to the Placement Agent or its designees, at the Closing, the Placement Agent Warrants and provide for five years from registration by the Termination Date, or until the termination or dissolution Company of the Company, whichever shall come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of Placement Agent Shares issuable upon the Company. D. To apply the proceeds of the Offering in accordance with the stated purposes exercise thereof as set forth in the Offering DocumentsRegistration Rights Agreement. E. To provide reserve out of the Company’s authorized and designated Common Stock, solely for the purpose of issuance upon the exercise of the Placement Agent with as many copies Warrants, such number of the Offering Documents as the Placement Agent may reasonably requestShares. F. To ensure that any transactions between or among execute and deliver employment agreements with key management in forms reasonably acceptable to the Placement Agent and its counsel. G. In the event the Company and elects not to proceed with the Offering prior to April 15, 2008 for any reason other than (i) the Placement Agent’s bad faith, gross negligence or willful misconduct in processing the transaction or breach of any provision of this Agreement by the Placement Agent or any of its respective affiliates be on terms and or Designees or inaccuracy of any representation of the Placement Agent set forth herein, (ii) the failure to close the acquisition of Ad Authority, Inc. for any reason or (iii) as a result of the Placement Agent’s willful failure to meet any of the conditions that are no less favorable to the CompanyOffering set forth herein, than or if the Placement Agent elects not to proceed due to (i) a material breach by the Company of any representation, warranty or covenant contained in this Placement Agent Agreement precluding the offering from proceeding on the terms and conditions that would be available in an “arms’ length” transaction with independent third parties. G. To comply with the terms set forth herein, or (ii) as a result of the Subscription AgreementsCompany’s willful failure to meet any of the conditions to the Offering previously described, to pay the Placement Agent, exclusive of any payments otherwise made, for its time, efforts and lost opportunities, a “break-up” fee of $150,000 plus 125,000 Placement Agent Warrants or, if the Offering Documents have been distributed to potential purchasers of the Shares, $250,000 plus 250,000 Placement Agent Warrants.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. : To advise the Placement Agent of any adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Documents occurring at any time prior to the a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. . To use its best efforts to cause the sale of the Shares Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Offering Documents, the Security Agreement, the Bridge Notes and the Placement Agent Units under the securities laws of such jurisdictions as the Placement Agent shall reasonably request; , provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” service. C. Unless services, and all reasonable expenses and disbursements of Company’s counsel relating to such “Blue Sky” matters and relating to the Company is at Offering shall be paid by the time a reporting company under Company. To apply the Exchange Act and has filed any net proceeds of the following information pursuant to its obligations thereunder, to provide to Offering as described in the Offering Documents or as set forth on Schedule 5(C). To reimburse the Placement Agent for five years from the Termination Date, or until the termination or dissolution of the Company, whichever shall come first, copies of all quarterly and audited annual financial statements prepared by or on behalf of the Company. D. To apply the proceeds of the Offering in accordance costs associated with the stated purposes set forth in printing the Offering Documents. E. To provide the Placement Agent with as many copies of the Offering Documents as the Placement Agent may reasonably request. F. To ensure that any transactions between or among the Company and any of its respective affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an “arms’ length” transaction with independent third parties. G. . To comply with the terms of the Subscription Agreements, the Security Agreement, the Bridge Notes and Placement Agent Units including, without limitation, the registration rights provisions thereof. To issue to Placement Agent or its designees, at the Closing, the Placement Agent Units and provide for registration by the Company of the Placement Agent Shares issuable upon the exercise thereof as set forth in the Placement Agent Warrants. To keep available out of its authorized and designated Common Stock, solely for the purpose of issuance and exercise of the Warrants and Placement Agent Units, such number of Bridge Shares and Placement Agent Shares. Within three (3) days from the date hereof, Placement Agent shall receive a copy of a duly executed escrow agreement in the form previously delivered to you regarding the deposit of funds pending the closing(s) of the Offerings with a bank or trust company acceptable to the Placement Agent (the “Escrow Agreement”).. There shall be satisfaction by the Placement Agent, in its sole discretion, with their ongoing due diligence of the Company.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent and the Investor of any material adverse change in the Company’s 's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Documents Materials occurring at any time prior to the Closing as soon as promptly after the Company is either informed or becomes aware thereof. B. To use its best commercially reasonable efforts to cause the sale of Common Stock issuable in connection with the Shares Standby Equity Distribution Agreement to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request; provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” service. C. Unless the Company is at the time a reporting company under the Exchange Act and has filed any of the following information pursuant to its obligations thereunderUpon written request, to provide and continue to provide the Placement Agent for five years from and the Termination Date, or until the termination or dissolution of the Company, whichever shall come first, Investor copies of all quarterly reports on Form 10-QSB and audited annual financial statements reports on Form 10-KSB prepared by or on behalf of the Company and filed with the Securities and Exchange Commission, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To apply deliver, during the proceeds registration period of the Offering in accordance with Standby Equity Distribution Agreement, to the stated purposes set forth in Investor upon the Offering DocumentsInvestor's request a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To provide comply with the Placement Agent with as many copies terms of the Offering Documents as the Placement Agent may reasonably requestMaterials. F. To ensure that any transactions between or among the Company and Company, or any of its respective officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an “arms’ "arm's length” " transaction with an independent third partiesparty. G. To comply with the terms of the Subscription Agreements.

Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense expense, and without any expense to the Placement Agent Agent, as follows: A. To advise the Placement Agent of any adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Transaction Documents occurring at any time prior to the a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof. B. To use its best efforts to cause the sale of the Shares Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Transaction Documents, the Common Stock, Warrants and the Placement Agent Warrants under the securities laws of such jurisdictions as the Placement Agent shall reasonably request; , provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” service. C. Unless the Company is at the time a reporting company under the Exchange Act services, and has filed any of the following information pursuant to its obligations thereunder, to provide to the Placement Agent for five years from the Termination Date, or until the termination or dissolution all reasonable expenses and disbursements of the Company, whichever ’s counsel relating to such “Blue Sky” matters and relating to the Offering shall come first, copies of all quarterly and audited annual financial statements prepared be paid by or on behalf of the Company. D. C. To apply use the net proceeds of the Offering to fund the Company’s general working capital needs, including the ongoing development and marketing of the Company’s products. Pending utilization, the net proceeds will be invested in accordance with the stated purposes set forth in the Offering Documentsshort-term, interest bearing investments, certificates of deposit or guaranteed United States government obligations. E. To provide the Placement Agent with as many copies of the Offering Documents as the Placement Agent may reasonably request. F. To ensure that any transactions between or among the Company and any of its respective affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an “arms’ length” transaction with independent third parties. G. D. To comply with the terms of the Subscription AgreementsSecurities Purchase Agreement, Common Stock, Warrants and Placement Agent Warrants, including, without limitation, the registration rights provisions thereof. E. Neither the Company nor any of their respective officers, directors, stockholders or affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. F. To issue to Placement Agent or its designees, at the Closing, the Placement Agent Warrants exercisable for a period of seven years commencing on the date of issuance and terminating on the seventh anniversary of the final Closing as evidenced by a Placement Agent Warrant of the Company executed and delivered to Placement Agent on the date of such Closing which shall provide for registration by the Company of the Placement Agent Shares. G. To keep available out of its authorized and designated Common Stock, solely for the purpose of issuance upon the exercise or conversion of the Warrants and Placement Agent Warrants such number of shares of Common Stock, as shall then be issuable upon the exercise of all outstanding Warrants and Placement Agent Warrants.

Certain Covenants and Agreements of the Company. A. The Company covenants and agrees at its expense and without any expense to the Placement Agent ICG as follows: A. B. To advise the Placement Agent ICG of any adverse change in the Company’s 's or the Subsidiary's financial condition, prospects or business or of any development materially affecting the Company or the Subsidiary or rendering untrue or misleading any material statement in the Offering Documents Memorandum occurring at any time prior to the each Closing as soon as the Company or the Subsidiary is either informed or becomes aware thereof. B. C. To use its best efforts to cause the sale of the Shares Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Memorandum under the securities laws of such jurisdictions as the Placement Agent ICG shall reasonably request; , provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s ICG's counsel shall perform the required “"Blue Sky” service" services and all filing and legal fees (such filing and legal fees not to exceed $10,000) and expenses of ICG's counsel relating to such "Blue Sky" matters shall be paid by the Company. The Company shall also pay to ICG's counsel all legal fees (not to exceed $50,000, consisting of $35,000 from this Offering and $15,000 owed to ICG's counsel from a prior terminated offering) and expenses related thereto. C. Unless the Company is at the time a reporting company under the Exchange Act D. To provide and has filed any of the following information pursuant to its obligations thereunder, continue to provide to each holder of the Securities, so long as such holder shall remain a security holder of the Company, for a period ending on the earlier of (i) the registration of the Unit Shares, the Note Shares and the Placement Agent for Shares under the Securities Act and (ii) five (5) years from the Termination Date, or until the termination or dissolution of the Company, whichever shall come first, copies of all quarterly and audited annual consolidated financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's shareholders. D. E. To deliver, with respect to the Company and the Subsidiary, on a consolidated basis where appropriate, for a period of five (5) years following the Termination Date, to ICG, in the manner provided in Section 11(B) of this Agreement: (i) within forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the first quarter ending after the Termination Date, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in shareholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in shareholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in shareholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors; (iii) within ten (10) business days of the end of every month, its balance sheet as of the close of the month, together with a statement of income, a statement of changes in shareholder's equity and a statement of cash flow for such month; and (iv) a copy of all documents, reports and information furnished to its shareholders at the time that such documents, reports and information are furnished to its shareholders. F. To apply the proceeds of the Offering in accordance with the stated purposes set forth "Use of Proceeds" subsection in the Offering Documents"Summary" section Memorandum. E. G. To provide the Placement Agent ICG with as many copies of the Offering Documents Memorandum as the Placement Agent ICG may reasonably request. F. H. To issue to ICG, or ICG's designee, on the date of each Closing, one (1) share of Common Stock (collectively, the "Placement Agent Shares") for each $50.00 of gross proceeds of the Offering received by the Company at such Closing; any fractional shares to be issued pursuant to this Section 5(G) shall be rounded to the nearest full share of Common Stock. I. To ensure that any transactions between or among the Company Company, the Subsidiary, any of their respective officers or directors, and any of its such entities' or persons' respective affiliates be on terms and conditions that are no less favorable to the CompanyCompany or the Subsidiary, as the case may be, than the terms and conditions that would be available in an “"arms’ ' length” " transaction with independent third parties. G. J. To engage an escrow agent and financial printer in connection with the Offering, in each case acceptable to ICG. K. To comply with the terms of the Subscription Agreements, including, but not limited to, each subscriber's rights with respect to registration under the Securities Act of the Unit Shares and the Note Shares. L. Not to engage, directly, or through any affiliates, or any person acting on its or their behalf, in any directed selling efforts (as interpreted by appropriate administrative or judicial authorities under Regulation S of the Securities Act) with respect to the Offering.