Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. As consideration for Consultant entering into this Agreement, Individual agrees to pay and deliver to Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates representing an aggregate of one million (1,000,000) shares of free trading common stock ("Shares"). Shares are payable in two payments: The first payment of five hundred thousand (500,000) shares is due on the date hereof, and the second payment of five hundred thousand (500,000) shares is due 60 days after the date hereof. The Shares, when issued as directed by Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual and Consultant and their advisors, Individual agrees that, when received by Consultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual further acknowledges and agrees that said consideration is earned by Consultant: (1) upon Individual's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual seeks to terminate this Agreement prior to consultant's delivery of any services hereunder. If Individual takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual to Consultant other than by reason of Consultant's gross negligence or willful misconduct, Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual or Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultant Consultants entering into this Agreement, Individual Client agrees to pay and deliver to Consultant Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates Client shall issue certificates representing an aggregate of one million three hundred thousand (1,000,000300,000) shares of free trading common stock (the "Shares"). Shares are payable , registered under S-8. b. The Certificates shall be issued to the Consultants in two paymentsthe following manner: The first payment of five M. Xxxxxx Xxxxx will receive one hundred thousand (500,000100,000) shares is due on the date hereof, and the second payment of five shares. Xxxxxxx Xxxxxxxxx will receive one hundred thousand (500,000100,000) shares is due 60 days after the date hereofshares. Xxxxxxxx Xxxxxx will receive one hundred thousand (100,000) shares. The Shares, when issued as directed by Consultantto Consultants, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant Consultants in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant Consultants from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant Consultants and their advisors, Individual Client agrees that, when received by ConsultantConsultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by ConsultantConsultants: (1) upon IndividualClient's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultant's consultants' delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant Consultants other than by reason of Consultant's Consultants' gross negligence or willful misconduct, Consultant Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant prevails Consultants prevail in any such suit.

Compensation and Fees. As consideration for Consultant entering into this Agreement, Individual Client agrees to pay and deliver to Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates Client shall issue certificates representing an aggregate of one two million five hundred thousand (1,000,0002,500,000) shares. Client agrees to register the shares under the Securities Act of free trading common stock ("Shares")1933 in an expeditious manner. Shares are payable in two payments: The first payment of one million five hundred thousand (500,0001,500,000) shares is due on the date hereof, and the second payment of five hundred thousand one million (500,0001,000,000) shares is due 60 90 days after the date hereofhereof as long as the Agreement has not been terminated by Client for any reason (regardless of paragraph B.2. above), within the first eighty (80) days from the date of the Agreement. The Shares, when issued as directed by to Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant and their advisors, Individual Client agrees that, when received by Consultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by Consultant: (1) upon IndividualClient's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultantConsultant's delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant other than by reason of Consultant's gross negligence or willful misconduct, Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultant Consultants entering into --------------------- this Agreement, Individual Client agrees to pay and deliver to Consultant Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates Client shall issue certificates representing an aggregate of one two million five hundred thousand (1,000,0002,500,000) shares of free trading common stock (the "Shares"). Shares are payable , to be registered hereafter under S-8. b. The Certificates shall be issued to the Consultants in the following manner: Randall Letcavage wixx xxxxxxx xxx xxllion two payments: The first payment of five hundred fifty thousand (500,0001,250,000) shares is due on the date hereof, and the second payment of five shares. Rosemary Nguyen will xxxxxxx xxx million two hundred fifty thousand (500,0001,250,000) shares is due 60 days after the date hereofshares. The Shares, when issued as directed by Consultantto Consultants, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities The Shares shall be issued to Consultant Consultants in accordance with a mutually acceptable plan of issuance as to relieve securities the Shares or Consultant Consultants from restrictions upon transferability of the shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant Consultants and their advisors, Individual Client agrees that, when received by ConsultantConsultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by ConsultantConsultants: (1) upon IndividualClient's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultant's Consultants' delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant Consultants other than by reason of Consultant's Consultants' gross negligence or willful misconduct, Consultant Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant prevails Consultants prevail in any such suit.

Compensation and Fees. As consideration for Consultant entering into this Agreement, Individual Client agrees to pay and deliver to Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates Client shall issue certificates representing an aggregate of one million Fifteen Million (1,000,00015,000,000) shares of free trading common stock ("the “Shares"”). Shares are payable in two payments: The first payment of five hundred thousand (500,000) shares is due issued to the Consultant on the date hereofhereof shall have the status of “restricted” securities as the term is defined by Rule 144 under the Securities Act of 1933, as amended. These shares are non-cancelable and shall have piggyback registration rights upon the second payment first SEC registration filed by the Client. b. A monthly consulting fee of five hundred thousand (500,000) shares is due 60 days after the date hereof$20,000 commencing March 1, 2007, payable by month end each month. The Shares, when issued as directed by to Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant and their advisors, Individual Client agrees that, when received by Consultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by Consultant: (1) upon Individual's Client’s execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's ’s agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultant's ’s delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant other than by reason of Consultant's ’s gross negligence or willful misconduct, Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' ’ fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultant entering into this Agreement, Individual Client agrees to pay and deliver to Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates Client shall issue certificates representing an aggregate of one million (1,000,000) Five Hundred Twenty Thousand Shares to designated parties as directed by the Consultant. The Consultant and designated parties will be issued shares valued at the average share prices issued to date and will be responsible for all tax obligations of free trading common stock ("Shares"). Shares are payable in two payments: these shares. b. The first payment of five hundred thousand (500,000) shares is due Consultant will be compensated as negotiated for each deal closed based on the date hereof, and terms of each specific deal. c. All expenses are pre-approved by the second payment of five hundred thousand (500,000) shares is due 60 days after the date hereofcompany. The Shares, when issued as directed by to Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant and their advisors, Individual Client agrees that, when received by Consultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by Consultant: (1) upon Individual's Client’s execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's ’s agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultant's ’s delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant other than by reason of Consultant's ’s gross negligence or willful misconduct, Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' ’ fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultant Consultants entering into this Agreement, Individual Client agrees to pay and deliver to Consultant Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: a. Certificates A. Client shall issue certificates representing an aggregate of one million seventy-five thousand (1,000,00075,000) shares of free trading common stock (the "Shares"). Shares are payable , registered under S-8. B. The Certificates shall be issued to the Consultants in two paymentsthe following manner: The first payment of M. Blaxxx Xxxxx xxll receive twenty-five hundred thousand (500,00025,000) shares is due on the date hereof, and the second payment of shares. Ranxxxx Xxxxxxxxx xxll receive twenty-five hundred thousand (500,00025,000) shares is due 60 days after the date hereofshares. Rosxxxxx Xxxxxx xxll receive twenty-five thousand (25,000) shares. The Shares, when issued as directed by to Consultant, will be duly authorized, validly issued and outstanding, fully paid and non-assessable, nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Individual Client and Consultant Consultants and their advisors, Individual Client agrees that, when received by ConsultantConsultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Individual Client further acknowledges and agrees that said consideration is earned by ConsultantConsultants: (1) upon IndividualClient's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultant's Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Individual Client seeks to terminate this Agreement prior to consultant's delivery of any services hereunder. If Individual Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Individual Client to Consultant Consultants other than by reason of Consultant's Consultants' gross negligence or willful misconduct, Consultant Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Individual Client or Consultant Consultants prevails in any such suit.