Common use of Compensation and Expense Clause in Contracts

Compensation and Expense. REIMBURSEMENT ------------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 shares of $.0001 par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 per share, and shall expire on November 30, 2005 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,000.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- ------------------------------------------ Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 shares of $.0001 par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 per share, and shall expire on November 30, 2005 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,000.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 33,333,333 shares of $.0001 no par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.0005 per share, and shall expire on November 30February 28, 2005 2007 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 16,666.66 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,00016,666.66.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 50,000,000 shares of $.0001 no par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.00035 per share, and shall expire on November 30March 31, 2005 2007 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 17,500 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,00017,500.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 185 million shares of $.0001 .001 par value common stock sock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.000243 per share, and shall expire on November 30April 13, 2005 2009 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costscost, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 45,000.00 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants Consultant's written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,00045,000.00.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 35,000,000 shares of $.0001 .001 par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.003 per share, and shall expire on November 30January 31, 2005 2007 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 105,000 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,000105,000.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 25,000,000 shares of $.0001 .001 par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.002 per share, and shall expire on November 30February 28, 2005 2007 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 50,000 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,00050,000.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 200 million shares of $.0001 .001 par value common stock sock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.000325 per share, and shall expire on November 30April 19, 2005 2009 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costscost, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 65,000.00 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants Consultant's written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,00065,000.00.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- -------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 50,000,000 shares of $.0001 .001 par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.0025 per share, and shall expire on November 30February 28, 2005 2007 at 5:00 P.M. C.S.T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 125,000 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,000125,000.

Compensation and Expense. REIMBURSEMENT ------------------------------------------- Concurrently with the execution hereof, the Company shall grant and issue to Consultant the option to purchase 65,000,000 500,000 shares of $.0001 .001 par value common stock sock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. The option shall have an exercise price of $0.000923 0.00315 per share, and shall expire on November 30January 31, 2005 2008 at 5:00 5 :00 P.M. C.S.T. C.S. T. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costscost, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $60,000 1,575.00 for five (5) separate trading days during a period of five (5) years from the date of Consultant's exercise of the option; then the Company shall issue a supplemental option to Consultant for additional Shares at the exercise price set s~t forth in the initial option, upon the written demand of Consultant to the Company. If the Company fails to issue the supplemental option within five (5) days from frOl1l the date of Consultants Consultant's written demand notice, then it immediately shall pay to Consultant liquidated damages of $60,0001,575.00.