Common use of Consideration to Consultant Clause in Contracts

Consideration to Consultant. 3.1 The Company shall pay the CONSULTANT 3000 S-8 shares per month. In the event the S-8 share exemption is not available the Company shall accrue a debt of the unissued shares. CONSULTANT may at his sole option leave the share debt accrue or elect to have shares subject to rule 144 restriction issued in lieu of waiting for the Company to qualify for the issue S-8 shares. 3.2 Expenses incurred by CONSULTANT in performing services under this Agreement will be reimbursed at cost within fifteen (15) days of receipt of an invoice at the offices of the Company. (a) The Company agrees to grant to CONSULTANT, upon execution of this Agreement, an option to purchase One Hundred Thousand (1000,000) shares of the Company's Common Stock, $.01 par value ("Common Stock") at an initial exercise price of Seventy five Cents ($.75) per share, subject to adjustment in certain events, with a term of five (5) years, pursuant to the terms of an Option Agreement in the form attached hereto as Exhibit "A". ** Issued prior to execution.** /s/ jr - written in - 3.4 As additional consideration for the services of CONSULTANT, the Company agrees to indemnify and hold harmless CONSULTANT and each of its officers, directors, agents, employees and controlling persons (collectively "Indemnified Persons") to the fullest extent permitted by law, from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), actions, proceedings or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), based upon, relating to or arising out of Consultant's engagement hereunder, including, but not limited to Liabilities arising in connection with the dissemination of information about the Company or the Company's business, whether in any presentation, in person, through the mails or otherwise; provided, however, that the Company shall not be liable under this paragraph to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct or gross negligence of the Indemnified Person seeking Indemnification. In connection with the Company's obligation to indemnify for expenses as set forth above, the Company further agrees to reimburse each Indemnified Person for all expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified Person; provided, however, that if an Indemnified person is reimbursed hereunder for any expenses, the amount so paid shall be refunded if and to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct or gross negligence of such Indemnified Person.

Consideration to Consultant. 3.1 The Company shall pay As compensation for the CONSULTANT 3000 S-8 shares per month. In the event the S-8 share exemption is not available services rendered hereunder, the Company shall accrue a debt of the unissued shares. CONSULTANT may at his sole option leave the share debt accrue or elect immediately issue and deliver to have shares subject to rule 144 restriction issued in lieu of waiting for the Company to qualify for the issue S-8 shares. 3.2 Expenses incurred by CONSULTANT in performing services under this Agreement will be reimbursed at cost within fifteen Consultant 400,000 (15) days of receipt of an invoice at the offices of the Company. (a) The Company agrees to grant to CONSULTANT, upon execution of this Agreement, an option to purchase One Hundred Thousand (1000,000four hundred thousand) shares of the Company's Common Stockcommon stock, $.01 par value ("Common Stock") at an initial exercise price value, which shall be registered by the Company under the Securities Act of Seventy five Cents ($.75) per share1933, subject to adjustment in certain events, with a term of five (5) yearsas amended, pursuant to the terms of an Option Agreement in the form attached hereto a Registration Statement on Form S-8 or any other applicable registration statement, as Exhibit "A"soon as practicable. ** Issued prior to executionThese shares shall also have piggyback registration rights.** /s/ jr - written in - 3.4 3.2 As additional consideration for the services of CONSULTANTConsultant, the Company agrees to indemnify and hold harmless CONSULTANT Consultant and each of its officers, directors, agents, employees and controlling persons (collectively "Indemnified Persons") to the fullest extent permitted by law, from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), actions, proceedings or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), based upon, relating to or arising out of Consultant's engagement hereunder, including, but not limited to Liabilities arising arsing in connection with the dissemination of information about the Company or o the Company's business, whether in any presentation, in person, through the mails mail or otherwise; provided, however, that the Company shall not be liable under this paragraph to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct or gross negligence of the Indemnified Person seeking Indemnification. In connection with the Company's obligation to indemnify for expenses as set forth above, the Company further agrees to reimburse each Indemnified Person for all expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified Person; provided, however, that if an Indemnified person is reimbursed hereunder for any expenses, the amount so paid shall be refunded if and to the extent it is finally judicially determined that the Liabilities in ion question resulted primarily from the willful misconduct or gross negligence of such Indemnified Personperson.

Consideration to Consultant. 3.1 The Company shall pay As compensation for the CONSULTANT 3000 S-8 shares per month. In the event the S-8 share exemption is not available consulting services rendered hereunder, the Company shall accrue a debt of issue and deliver to Consultant 1,500,000 options (the unissued shares. CONSULTANT may at his sole option leave "Options") to purchase the share debt accrue or elect to have shares subject to rule 144 restriction issued in lieu of waiting for the Company to qualify for the issue S-8 shares. 3.2 Expenses incurred by CONSULTANT in performing services under this Agreement will be reimbursed at cost within fifteen (15) days of receipt of an invoice at the offices of the Company. (a) The Company agrees to grant to CONSULTANT, upon execution of this Agreement, an option to purchase One Hundred Thousand (1000,000) shares of the Company's Common Stockcommon stock, $.01 par value (the "Common Stock") at an initial exercise price of Seventy five Cents ($.75) 2.00 per share, subject to adjustment in certain eventswith Options, together with a term the underlying shares of five (5) yearsCommon Stock shall be registered by the Company under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8. The Options shall vest and become exercisable as follows: (i) 500,000 Options are immediately exercisable, (ii) 250,000 Options exercisable on May 1, 1998, (iii) 250,000 Options exercisable on August 1, 1998, (iv) 250,000 Options exercisable on September 1, 1998 and, (v) 250,000 Options exercisable on December 1, 1998. The Options period will terminate on the terms second anniversary from the date of an Option Agreement execution of this Agreement. Should the Company be sold or should it experience a change in control, the form attached hereto as Exhibit "A". ** Issued prior to executionoptions referenced in (ii), (iii), (iv), and (v) will immediately vest and become exercisable.** /s/ jr - written in - 3.4 3.2 As additional consideration for the services service of CONSULTANTConsultant, the Company agrees to indemnify and hold harmless CONSULTANT Consultant and each of its officers, directors, agents, employees and controlling persons (collectively "Indemnified Persons") to the fullest extent permitted by law, from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), actions, proceedings or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), based upon, relating to or arising out of Consultant's engagement hereunder, including, but not ot limited to Liabilities arising in connection with the dissemination of information about the Company or the Company's business, whether in any presentationpresentations, in person, through the mails or otherwise; provided, however, that the Company shall not be liable under this paragraph to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct or gross negligence of the Indemnified Person seeking Indemnificationindemnification. In connection with the Company's obligation to indemnify for expenses as set forth above, the Company further agrees to reimburse each Indemnified Person for all expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified Personperson; provided, however, that if an Indemnified person Person is reimbursed hereunder for any expenses, the amount so paid shall be refunded if and to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful wilful misconduct or of gross negligence of such Indemnified Person.

Consideration to Consultant. 3.1 The Company shall pay As compensation for the CONSULTANT 3000 S-8 shares per month. In the event the S-8 share exemption is not available services rendered hereunder, the Company shall accrue a debt of the unissued shares. CONSULTANT may at his sole option leave the share debt accrue or elect issue and deliver to have shares subject to rule 144 restriction issued in lieu of waiting for the Company to qualify for the issue S-8 shares. 3.2 Expenses incurred by CONSULTANT in performing services under this Agreement will be reimbursed at cost within fifteen (15) days of receipt of an invoice at the offices of the Company. (a) The Company agrees to grant to CONSULTANT, upon execution of this Agreement, an option to purchase One Hundred Consultant Fifty Thousand (1000,00050,000) shares of the Company's Common Stockcommon stock, $.01 par value ("Common Stock") at an initial exercise price value, which shares shall be registered by the Company under the Securities Act of Seventy five Cents ($.75) per share1933, subject to adjustment in certain events, with a term of five (5) yearsas amended, pursuant to a Registration Statement of Form S-8, as soon as practicable after the terms Company becomes eligible for use of an Option Agreement in the form attached hereto as Exhibit "A". ** Issued prior to executionsuch form.** /s/ jr - written in - 3.4 3.2 As additional consideration for the services of CONSULTANTConsultant, the Company agrees to indemnify and hold harmless CONSULTANT Consultant and each of its officers, directors, agents, employees and controlling persons (collectively "Indemnified Persons") to the fullest extent permitted by law, from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel), actions, proceedings or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), based upon, relating to or arising out of Consultant's engagement hereunder, including, but not limited to Liabilities arising in connection with the dissemination of information about the Company or the Company's business, whether in any presentation, in person, through the mails or otherwise; provided, however, that the Company shall not be liable under this paragraph to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct or gross negligence of the Indemnified Person seeking Indemnificationindemnification. In connection with the Company's obligation to indemnify for expenses as set forth above, the Company further agrees to reimburse each Indemnified Person for all expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified Person; provided, however, that if an Indemnified person Person is reimbursed hereunder for any expenses, the amount so paid shall be refunded if and to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct or gross negligence of such Indemnified Person.