Common use of COMPENSATION AND PAYMENT OF EXPENSES Clause in Contracts

COMPENSATION AND PAYMENT OF EXPENSES. (a) Issuer agrees to pay Consultant or its designee(s) the following compensation (the “Compensation”): A one-time payment of five hundred thousand (500,000) shares of Issuer's common stock, $0.005 par value, at a deemed value of $0.025 per share, issuable within five (5) business days from the Effective Date and deliverable to Consultant in accordance with Issuer's standard transfer agent protocols. (b) Issuer shall cause to be delivered the applicable share certificates or direct registered shares statement for the shares described in subsection (a) above (the “Securities”) to Consultant. Issuer represents and warrants that, when issued, the Securities will be issued free and clear of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws. (c) The Parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by Consultant pursuant to this Agreement, including, but not limited to, the costs of providing the Services. Consultant shall not have any right or authority to, and shall not, employ any person in any capacity, or contract for the purchase or rental of any service, article, or material, nor make any commitment, agreement, or obligation whereby Issuer shall be required to pay any monies or other consideration without Company's prior consent in each instance. (d) For the purposes of receiving the Securities, Consultant makes the following covenants, representations and warranties: (i) Consultant acknowledges and agrees that Securities will not be registered under the Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the U.S. Securities Act, or unless an exemption from the registration requirements of the U.S. Securities Act is available. Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. (ii) Consultant acknowledges and agrees that Issuer shall refuse to register any transfer of the Securities not made pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; (iii) Consultant agrees not to engage in stock lending or hedging transactions with regard to the Securities. (iv) Consultant acknowledges and agrees that no information furnished by Issuer constitutes investment, accounting, legal, or tax advice. Consultant is relying solely upon itself and its professional advisors, if any, for any such advice. (v) Consultant acknowledges and agrees that the certificates representing the Securities shall bear a legend restricting transfer of the Securities.

COMPENSATION AND PAYMENT OF EXPENSES. The Consultant shall be paid $4,000- monthly. In the event the company is undergoing a limited cash flow, the Consultant shall in no event receive less than $1,000 per month, the balance (a$3,000-) Issuer agrees to pay Consultant or its designee(s) the following compensation (the “Compensation”): A one-time payment of five hundred thousand (500,000) be paid in common shares of Issuer's common stockthe Company. In appreciation and recognition of the Consultant’s belief and faith in the Company, $0.005 par valuethe Company shall issue 90,000 shares of the company upon signing, at a deemed value which amount represents the underage of $0.025 3,000 per sharemonth over the course of this contract. If and when the Company is sufficiently funded to enable the full monthly retainer of $4,000- prior to the expiration of this Contract, issuable this full allotment of shares is to remain with the Consultant as a token of gratitude. The monthly invoice for the cash portion of this agreement will be issued to the company by the consultant on a monthly basis for the previous month. Payment will be made via a wire transfer within five (5) business 5 days from of the Effective Date and deliverable receipt of the invoice. The Shares of Common Stock to be issued to Consultant shall be duly authorized and validly issued, fully paid and no assessable, free of liens, encumbrances and restrictions on transfer, and shall be issued in accordance with Issuer's standard transfer agent protocols. (b) Issuer shall cause to be delivered the applicable share certificates registration or direct registered shares statement for the shares described in subsection (a) above (the “Securities”) to Consultant. Issuer represents and warrants that, when issued, the Securities will be issued free and clear qualification provisions of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws. (c) The Parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by Consultant pursuant to this Agreement, including, but not limited to, the costs of providing the Services. Consultant shall not have any right or authority to, and shall not, employ any person in any capacity, or contract for the purchase or rental of any service, article, or material, nor make any commitment, agreement, or obligation whereby Issuer shall be required to pay any monies or other consideration without Company's prior consent in each instance. (d) For the purposes of receiving the Securities, Consultant makes the following covenants, representations and warranties: (i) Consultant acknowledges and agrees that Securities will not be registered under the Securities Act of 1933 (the “U.S. Securities Act”) 1933, as amended, and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the U.S. Securities Act, or unless an exemption from the registration requirements of the U.S. Securities Act is available. Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. (ii) Consultant acknowledges and agrees that Issuer shall refuse to register any transfer of the Securities not made pursuant to registration under the U.S. Securities Act relevant securities laws or pursuant to an available exemption from registration; (iii) Consultant agrees not valid exemptions there from. The Company’s Board of Directors has authorized the issuance of the Shares set forth in this Section for consideration consisting of this Agreement and the Services to engage in stock lending or hedging transactions with regard to the Securities. (iv) Consultant acknowledges and agrees that no information furnished by Issuer constitutes investment, accounting, legal, or tax advicebe provided hereunder. Consultant is relying solely upon itself and its professional advisors, if any, for any such advice. (v) Consultant acknowledges and agrees The Company’s Board of Directors has determined that the certificates representing consideration received for the Securities Shares, consisting of this Agreement and the Services to be provided hereunder, is adequate. In rendering its Services, Consultant will be using and relying on the information supplied to it by the Company. The Company hereby represents that all information made available to Consultant by the Company will be complete and correct in all material respects and will not contain any untrue statement of material fact. The Company agrees to pay for reasonable expenses, including lodging, meals, and travel as necessary. All other expenses for the fulfillment of this Agreement shall bear a legend restricting transfer of be borne by the SecuritiesConsultant, and by third parties engaged by it in connection with the performance services provided for herein, after approval from the Company.

COMPENSATION AND PAYMENT OF EXPENSES. (a) Issuer The Company agrees to pay the Consultant or its designee(s) the following nominees compensation (the “"Compensation”): A one-time payment of five hundred thousand (500,000") shares of Issuer's common stock, $0.005 par value, at a deemed value of $0.025 per share, issuable within five (5) business days from according to the Effective Date and deliverable following table: PHASE DUE DATE RESTRICTED COMMON SHARES OF THE COMPANY PAYABLE and/or Amount PAYEE Phase I Issuable 3 months following effective date 62,500 Xxxxxxxx Xxxxxx Phase II Issuable 6 months following effective date. Subject to Consultant in accordance with Issuer's standard transfer agent protocols.the Company’s prior Approval 62,500 Xxxxxxxx Xxxxxx Phase II Issuable 6 months following effective date. Subject to the Company’s prior Approval EUR 50,000 Xxxxxxxx Xxxxxx Phase III Issuable 9 months following effective date. Subject to the Company’s prior Approval 62,500 Xxxxxxxx Xxxxxx Phase IV Issuable 12 months following effective date. Subject to the Company’s prior Approval 62,500 Xxxxxxxx Xxxxxx (b) Issuer The Company shall cause to be delivered the applicable share certificates or direct registered shares statement for the shares described in subsection (a) the table above (the “"Securities”") to the Consultant. Issuer The Company represents and warrants that, when issued, the Securities will be issued free and clear of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws. (c) The Parties parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by the Consultant pursuant to this Agreement, including, Agreement including but not limited to, to the costs of providing implementing the Serviceslnvestor Relations Strategy. The Consultant shall not have any right or authority to, to and shall not, not employ any person in any capacity, or contract for the purchase or rental of any service, article, article or material, nor make any commitment, agreement, agreement or obligation whereby Issuer the Company shall be required to pay any monies or other consideration without Company's prior consent in each instance. (d) For the purposes of receiving the Securities, the Consultant makes the following covenants, representations and warranties: (i) The Consultant acknowledges and agrees that Securities will not be registered under the Securities Act of 1933 (the “U.S. "US Securities Act”") and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the U.S. US Securities Act, or unless an exemption from the registration requirements of the U.S. US Securities Act is available. The Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. US Securities Act. (ii) The Consultant acknowledges and agrees that Issuer the Company shall refuse to register any transfer of the Securities not made in accordance with the provision of Regulation S of the US Securities Act pursuant to registration under the U.S. US Securities Act Act, or pursuant to an available exemption from registration; (iii) The Consultant is not a U.S. person and is not acquiring the Securities for the account or benefit of any U.S. person; or (iv) The Consultant agrees not to engage in stock lending or hedging transactions with regard to the SecuritiesSecurities unless in compliance with the US Securities Act. (ivv) The Consultant acknowledges and agrees that no information furnished by Issuer the Company constitutes investment, accounting, legal, legal or tax advice. The Consultant is relying solely upon itself and its professional advisors, if any, for any such advice. (vvi) The Consultant acknowledges and agrees that the certificates representing the Securities shall bear a the following restrictive legend (or substantially equivalent language) restricting transfer of the SecuritiesSecurities as follows: ""The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the "Act"), pursuant to registration under the Act or pursuant to an available exemption 'from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act."

COMPENSATION AND PAYMENT OF EXPENSES. (a) Issuer As the amount of compensation payable with respect to services to be delivered from the Effective Date to the Expiration Date of the Initial Term or any Renewal Term, Company shall transfer and pay to Consultant three hundred and fifty thousand shares (350,000) shares of restricted common stock. It is acknowledged that 179,000,000 of these shares have already been allocated by the Company but have not as yet been issued. These shares shall constitute the total and complete consideration for the services to be provided by the Consultant to the Company during the Initial Term. These shares shall be non-refundable as the Consultant is forced to block off significant amounts of time and refuse other potential clients upon execution of this Agreement. The Shares will be issued and they shall contain a Rule 144 restriction (if necessary pursuant to Rule 144) and shall be delivered to the Consultant within ten (10) business days after the date of execution of this Agreement, or the Effective Date for any extension or renewal term. If the Company decides to terminate this Agreement prior to the Expiration Date for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of common stock paid to it hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the restricted shares of common stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. Consultant must pay on a schedule and will have binding agreements in place for the marketing piece discussed above. (A) THE PUBLICATION AND DISTRIBUTION OF THE COMPANY’S MATERIAL WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY, (B) THE PRICE OF THE COMPANY’S PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL BECOME A SHAREHOLDER IN THE COMPANY AS A RESULT OF THE DISTRIBUTION, (D) ANY PERSON WILL LEND MONEY TO OR INVEST IN THE COMPANY OR (E) THE CONSULTANT WILL MAKE A BE. (b) With each transfer of shares of common stock to be issued pursuant to this Agreement, the Company shall cause to be issued a certificate representing the common stock and, if required by applicable law, a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them has been duly authorized by the Company. The Company warrants that all shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company’s board of directors. (c) The Company agrees to pay take any and all action(s) necessary to clear the subject securities of restriction upon presentation of any Rule 144(d) application by Consultant or its designee(sbroker, including, but not limited to: (1) authorizing the following compensation Company’s transfer agent to remove the restrictive legend on the subject securities; (2) expediting either the “Compensation”): A one-time payment acquisition of five hundred thousand a legal opinion from Company’s counsel authorizing the removal of the restrictive legend, or accepting a third party legal opinion acknowledging same; and (500,0003) shares cooperating and communicating with Consultant and its broker in order to use Company’s best efforts to clear the subject securities of Issuer's common stockrestriction as soon as possible after presentation of a Rule 144(d) application by Consultant (or its broker) to either the Company and/or the Company’s transfer agent. Further, $0.005 par value, at the Company agrees to not unreasonably withhold or delay approval of any application filed by Consultant under Rule 144(d) of the Act to clear the subject securities of restriction. i. Consultant and the Company acknowledge and agree that Consultant will suffer irreparable harm and anticipated and actual damages in the event that the Company unreasonably withholds or delays any Rule 144(d) application by Consultant to either the Company or the Company’s transfer agent. The Company agrees that money damages could not compensate Consultant for its irreparable harm. ii. Consultant and the Company therefore agree that the Company shall have a deemed value period of $0.025 per share, issuable within five (5) business days from the Effective Date and deliverable date Consultant’s Rule 144(d) application is tendered to Consultant in accordance with Issuer's standard either the Company or its transfer agent protocols. (b) Issuer shall cause by either Consultant and/or its broker, to be delivered take any and all necessary action to clear the applicable share certificates or direct registered shares statement for subject securities of restriction, consistent with the shares described covenants in subsection (a) above (the “Securities”) to Consultant. Issuer represents and warrants that, when issued, the Securities will be issued free and clear of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws. Section (c) above. The Parties Company and Consultant agree that this five (5) day period is reasonable and consistent with industry standards concerning the Compensation hereunder handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that Consultant’s ability to clear the subject securities of restriction is a material part of this Agreement and is a reasonable and material expectation of Consultant in entering into this Agreement. Should events occur that require further expense of time beyond this five (5) day time period, the Company and Consultant shall reasonably agree in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be agreed to unless the Company comports with its obligations, as set out above, and communicates with Consultant bona fide and reasonable attempts at meeting Company’s obligations to clear the subject restricted securities, as described herein. Any written extension herein may be executed in counterparts by the principals of the Company and Consultant, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any agreement to extend time shall be inclusive of any and all fees or expenses incurred by Consultant pursuant to this Agreement, including, but not limited to, the costs of providing the Services. Consultant shall not have any right or authority to, and shall not, employ any person in any capacity, or contract for the purchase or rental of any service, article, or material, nor make any commitment, agreement, or obligation whereby Issuer shall be required to pay any monies or other consideration without Company's prior consent in each instancedeemed a complete original. (d) For Should the purposes Company fail to successfully take any and all actions necessary to clear the subject securities of receiving restriction within the Securitiesfive (5) day time period after Consultant or its broker’s presentation of a Rule 144(d) application, or seek to extend time as provided for above in sub-section (d)(ii), and in light of the irreparable harm that Consultant makes will suffer in the following covenantsevent of any intentional and/or unintentional delay in Consultant’s Rule 144(d) application, representations and warranties: (i) Consultant acknowledges Company herein irrevocably consents and agrees that Securities will not Consultant shall be registered under entitled to injunctive relief in order to immediately enforce Consultant’s right to removal of the Securities Act of 1933 (restrictive legend on the “U.S. Securities Act”) Company’s securities. Company further agrees that Consultant shall be entitled to immediately seek the injunctive relief contemplated and may not be offered or sold described herein in the United States state or federal court located in Xxxxxx County, Houston, Texas, notwithstanding the agreement to U.S. persons (other than distributorsarbitrate as set forth in Section 15(l) unless the Securities are registered under the U.S. Securities Act, or unless an exemption from the registration requirements of the U.S. Securities Act is available. Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Acthereof. (ii) Consultant acknowledges and agrees that Issuer shall refuse to register any transfer of the Securities not made pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; (iii) Consultant agrees not to engage in stock lending or hedging transactions with regard to the Securities. (iv) Consultant acknowledges and agrees that no information furnished by Issuer constitutes investment, accounting, legal, or tax advice. Consultant is relying solely upon itself and its professional advisors, if any, for any such advice. (v) Consultant acknowledges and agrees that the certificates representing the Securities shall bear a legend restricting transfer of the Securities.

COMPENSATION AND PAYMENT OF EXPENSES. (a) Issuer In full payment and compensation for all of the Services, the Company hereby agrees to pay issue to the Consultant or its designee(s) the following compensation (the “Compensation”): A one-time payment designee a total of five hundred thousand (500,000) 2,631,580 unregistered and restricted shares of Issuer's common stock, $0.005 .001 par value, at a deemed value of $0.025 per share, issuable of the Company, or shares of preferred stock of the Company which are convertible into such number of shares of common stock (the "Compensation"). The Consultant acknowledges that the Company may not currently have sufficient shares of common stock authorized and unissued to allow the issuance of such number of shares of Common Stock or, if applicable, the conversion of such preferred stock. The Company agrees to use its reasonable commercial efforts to amend its structural documents to all for such issuance or conversion. The Compensation will not be registered for resale and will be restricted securities under Rule 144, as promulgated under the Act. Certificates evidencing all of the shares of the Compensation shall be issued in the name of Consultant, and delivered to Consultant within five (5) business days from of execution and delivery of this Agreement. Upon delivery of the Effective Date and deliverable certificates evidencing the Compensation, as aforesaid, the Company shall have no further payment obligations of any kind to Consultant under this Agreement. Consultant agrees that it will not, directly or indirectly, pledge, hypothecate, encumber, sell or transfer in accordance with Issuer's standard transfer agent protocolsany fashion 1,315,790 of the shares of the Compensation prior to August 1, 2003. (b) Issuer shall cause to The Consultant anticipates that during the term of this Agreement it will incur costs and expenditures of approximately $600,000 in connection with rendering the Services approved by the Company; which costs and expenditures will be delivered paid for and on behalf of the applicable share certificates or direct registered shares statement for Consultant by Summit Trading Limited ("Summit"), an associate of the shares described in subsection (a) above (the “Securities”) to Consultant. Issuer represents and warrants that, when issuedAccordingly, the Securities will be issued free Consultant intends to assign the right to receive the Compensation under this Agreement to Summit and clear the Company hereby agrees and consents to such assignment. Promptly upon the Company's request, Consultant shall submit to the Company a detailed description of all liens, charges, costs and encumbrances expenses in connection with the rendering of any kind whatsoever, subject only to the re-sale restrictions under applicable securities lawsServices. (c) The Parties parties understand and agree that for its accounting purposes, Company may elect to amortize the Compensation hereunder paid to the Consultant under this Agreement over the full thirty-six month term hereof, even though payment of all Compensation shall be inclusive of any and all fees or expenses incurred by Consultant pursuant to this Agreement, including, but not limited to, the costs of providing the Services. Consultant shall not have any right or authority to, and shall not, employ any person in any capacity, or contract for the purchase or rental of any service, article, or material, nor make any commitment, agreement, or obligation whereby Issuer shall be required to pay any monies or other consideration without Company's prior consent in each instancedue immediately upon execution. (d) For the purposes of receiving the Securities, Consultant makes the following covenants, representations and warranties: (i) Consultant acknowledges and The Company agrees that Securities will not be registered under the Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered to pay for all expenses incurred associated with its employees or sold other representatives in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the U.S. Securities Act, or unless an exemption from the registration requirements of the U.S. Securities Act is available. Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance working with the U.S. Securities Act. (ii) Consultant acknowledges and agrees that Issuer shall refuse to register any transfer of the Securities not made pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration; (iii) Consultant agrees not to engage in stock lending or hedging transactions with regard to the Securities. (iv) Consultant acknowledges and agrees that no information furnished by Issuer constitutes investment, accounting, legal, or tax advice. Consultant is relying solely upon itself and its professional advisorsemployees or representatives, if anyincluding lodging, for any such advicemeals and travel as necessary. (v) Consultant acknowledges and agrees that the certificates representing the Securities shall bear a legend restricting transfer of the Securities.