Common use of CONSULTANT’S COMPENSATION Clause in Contracts

CONSULTANT’S COMPENSATION. 4.1 The Company shall pay Consultant a fee of $500.00 for each month or partial month this Agreement has been in effect, providing that such payment shall be paid, as accrued, at the closing of the Interim Financing and then continuing through the closing of the Second and Third Stage Financings, as described in Exhibit "A," by the Consultant. Upon the closing of any Third Round of Financing, the fee of $500.00 will be increased to $1,000.00 per month will be extended for an additional 36 months, for duties to be mutually agreed upon by the parties. 4.2 The Company agrees to issue the Consultant 500,000 shares at a value of $0.01 per share if the Company's market capitalization achieves the value of $100,000,000.00 or more. The Company agrees to issue the Consultant an additional 500,000 shares a' a value of $0.01 per share if the Company's market capitalization achieves the value of $200,000,000.00 or more. These shares will be issued by the company as restricted shares at a value of $0.01 per share and will be granted "piggy- back" rights so that the shares will be registered upon the Company's first registration after the share's issuance. 4.3 The Company agrees that it shall reimburse Consultant for reasonable, out-of-pocket expenses incurred by Consultant in performing the services provided pursuant to this Agreement, provided that such out-of-pocket expense reimbursement shall not exceed $3,000 in any calendar month or partial month, and provided that any expenses in excess of $500 ill any calendar month shall require advance approval by the Company. Such reimbursement shall be paid upon the within 15 days of the Company's receipt of the Consultant's invoice. Such reimbursement may be claimed for any month commencing with the signing of this Agreement and monthly thereafter to the date of each closing, payable within 15 days of receipt. 4.4 If he Consultant is unsuccessful in introducing investors to the Company (either directly or through a broker) who would be willing to fund the Financings contemplated in Exhibit "A" within the time periods set forth, this Agreement may be terminated at the Company's discretion, unless otherwise extended by mutual consent. Such consent will be implied should the Company be in or continue negotiation with investors which should reasonably result in successful Financing or should the Company accept funds from one of the sources introduced to the Company by the Consultant during this period. Following termination, however, Consultant will be entitled to the consideration above as to those stages of the Financing completed and in the event that after termination a financing of any kind or amount is consummated with any party introduced to the Company by the Consultant during a period of twelve months after termination of this Agreement.

CONSULTANT’S COMPENSATION. 4.1 The Company shall pay Consultant a fee of $500.00 3,000 for each month or partial month this Agreement has been in effect, providing that such payment shall be paid, as accrued, . at the closing of the Interim Financing and then continuing through the closing of the Second and Third Stage Financings, as described in Exhibit "A," by the Consultant. Such fee shall be payable commencing with the signing of this Agreement and monthly thereafter to the date of each closing, payable at the time of such closing. Upon the closing of any the Third Round Stage of Financing, . the fee of $500.00 will shall be increased to $1,000.00 4,000 per month will be extended for an additional 36 months, for duties to be mutually agreed upon by the parties. 4.2 The Company agrees to issue that, at the closing of the Interim Financing, as described in Exhibit "A," by the Consultant 500,000 or at the time the Company goes public, the Company will issue to the Consultant 1,200,000 shares at a value of common stock of the Company. The Consultant's shares shall be held in escrow by the Company's lawyer pursuant to an escrow agreement that releases the Consultant's shares to the Consultant based upon the following terms and conditions: Upon the completion of the Interim Financing. as described in Exhibit "A", the Consultant shall have earned 600,000 shares of the Company and such shares will be delivered to the Consultant. Upon the completion of the Second Stage Financing, as described in Exhibit "A", the Consultant shall have earned an additional 300,000 shares of the Company and such shares will be delivered to the Consultant. Upon the completion of the Third Stage Financing, as described in Exhibit "A", the Consultant shall have earned an additional 300,000 shares of the Company and such shares will bc delivered to the Consultant. Upon the Company's receipt of the aggregate amount of $1,150,000 through any combination of the Interim, Second or Third Stage financings as described in Exhibit "A", the Consultant shall have earned all 1,200,000 shares of the Company and such shares will be delivered to the Consultant. In the event that the Company terminates this agreement the Company retains the right to purchase all of the Consultant's shares that remain in escrow for $0.01 per share if the Company's market capitalization achieves the value of $100,000,000.00 or more. The Company agrees to issue the Consultant an additional 500,000 shares a' a value of $0.01 per share if the Company's market capitalization achieves the value of $200,000,000.00 or more. These shares will be issued by the company as restricted shares at a value of $0.01 per share and will be granted "piggy- back" rights so that the shares will be registered upon the Company's first registration after the share's issuance. 4.3 The Company agrees that it shall reimburse Consultant for reasonable, out-of-pocket expenses incurred by Consultant in performing the services provided pursuant to this Agreement, provided that such out-of-pocket expense reimbursement shall not exceed $3,000 in any calendar month or partial month, and provided that any expenses in excess of $500 ill in any calendar month shall require advance approval by the Company. Such reimbursement shall be paid upon the within 15 days of the Company's receipt of the Consultant's invoice. Such reimbursement may be claimed for any month commencing with the signing of this Agreement and monthly thereafter to the date of each closing, payable within 15 days of receipt. 4.4 If he the Consultant is unsuccessful in introducing investors to the Company (either directly or through a broker) who would be willing to fund the Financings contemplated in Exhibit "A" within the time periods set forth, this Agreement may be terminated at the Company's discretion, unless otherwise extended by mutual consent. Such consent will be implied should the thc Company be in or continue negotiation with investors which should reasonably result in successful Financing or should the Company accept funds from one of the sources introduced to the Company by the Consultant during this period. Following termination, however, Consultant will be entitled to the tile consideration above as to those stages of the Financing completed and in the event that after termination a financing of any kind or amount is consummated with any party introduced to the Company by the Consultant during a period of twelve months after termination of this Agreement.

CONSULTANT’S COMPENSATION. 4.1 The Company shall pay Consultant a fee of $500.00 5,000 for each month or partial month this Agreement has been in effect, providing that such payment shall be paid, as accrued, at the closing of the Interim Financing and then continuing through the closing of the Second and Third Stage Financings, as described in Exhibit "A," by the Consultant. Upon the closing of any the Third Round Stage of Financing, the fee of $500.00 will be increased to $1,000.00 5,000 per month will be extended for an additional 36 months, for duties to be mutually agreed upon by the parties. 4.2 The Company agrees that, at the closing of the first Interim Financing, as described in Exhibit "A," by the Consultant or at the time the Company goes public, the Company will issue to the Consultant 1, 200,000 shares of common stock of the Company at value of $0.01 per share. The Consultant's shares shall be held in escrow by the Company's lawyer pursuant to an escrow agreement that releases the Consultant's shares to the Consultant based upon the following terms and conditions: Upon the completion of the Interim Financing, as described in Exhibit "A", the Consultant shall have earned 600,000 shares of the Company and such shares will be delivered to the Consultant. Upon the completion of the Second Stage Financing, as described in Exhibit "A", the Consultant shall have earned an additional 600,000 shares of the Company and such shares will be delivered to the Consultant. Upon the Company's receipt of the aggregate amount of $1,000,000 through any combination of the Interim, Second or Third Stage financings as described in Exhibit "A", the Consultant shall have earned all 1,200,000 shares of the Company and such shares will be delivered to the Consultant. In the event that the Company terminates this agreement the Company retains the right to purchase all of the Consultant's shares that remain in escrow for $0.01 per share. 4.3 The Company agrees to issue the Consultant 500,000 an additional 1,000,000 shares at a value of $0.01 per share if the Company's market capitalization achieves the value of $100,000,000.00 or more. The Company agrees to issue the Consultant an additional 500,000 shares a' a value of $0.01 per share if the Company's market capitalization achieves the value of $200,000,000.00 or more. These shares will be issued by the company as restricted shares at a value of $0.01 per share and will be granted "piggy- piggy-back" rights so that the shares will be registered upon the Company's first registration after the share's issuance. 4.3 4.4 The Company agrees that it shall reimburse Consultant for reasonable, out-of-pocket expenses incurred by Consultant in performing the services provided pursuant to this Agreement, provided that such out-of-pocket expense reimbursement shall not exceed $3,000 in any calendar month or partial month, and provided that any expenses in excess of $500 ill in any calendar month shall require advance approval by the Company. Such reimbursement shall be paid upon the within 15 days of the Company's receipt of the Consultant's invoice. Such reimbursement may be claimed for any month commencing with the signing of this Agreement and monthly thereafter to the date of each closing, payable within 15 days of receipt. 4.4 4.5 If he the Consultant is unsuccessful in introducing investors to the Company (either directly or through a broker) who would be willing to fund the Financings contemplated in Exhibit "A" within the time periods set forth, this Agreement may be terminated at the Company's discretion, unless otherwise extended by mutual consent. Such consent will be implied should the Company be in or continue negotiation with investors which should reasonably result in successful Financing or should the Company accept funds from one of the sources introduced to the Company by the Consultant during this period. Following termination, however, Consultant will be entitled to the consideration above as to those stages of the Financing completed and in the event that after termination a financing of any kind or amount is consummated with any party introduced to the Company by the Consultant during a period of twelve months after termination of this Agreement.

CONSULTANT’S COMPENSATION. 4.1 The Company shall pay Consultant a fee of $500.00 5,000 for each month or partial month this Agreement has been in effect, providing that such payment shall be paid, as accrued, at the closing of the Interim Financing and then continuing through the closing of the Second and Third Stage Financings, as described in Exhibit "A," by the Consultant. Upon the closing of any the Third Round Stage of Financing, the fee of $500.00 will be increased to $1,000.00 5,000 per month will be extended for an additional 36 months, for duties to be mutually agreed upon by the parties. 4.2 The Company agrees to issue that, at the closing of the first Interim Financing, as described in Exhibit "A," by the Consultant 500,000 or at the time the Company goes public, the Company will issue to the Consultant 1,500,000 shares of common stock of the Company at a value of $0.01 per share if share. The Consultant's shares shall be held in escrow by the Company's lawyer pursuant to an escrow agreement that releases the Consultant's shares to the Consultant based upon the following terms and conditions: Upon the completion of the First Interim Financing, as described in Exhibit "A", the Consultant shall have earned 750,000 shares of the Company and such shares will be delivered to the Consultant. Upon the completion of the Second Interim Financing, as described in Exhibit "A", the Consultant shall have earned an additional 750,000 shares of the Company and such shares will be delivered to the Consultant. Upon the Company's receipt of the aggregate amount of $1,000,000 through any combination of the Interim, Second or Third Stage financings as described in Exhibit "A", the Consultant shall have earned all 1,500,000 shares of the Company and such shares will be delivered to the Consultant. In the event that the Company terminates this agreement the Company retains the right to purchase all of the Consultant's shares that remain in escrow for $0.01 per share. 4.3 The Company agrees to issue the Consultant an option to purchase an additional 1,000,000 shares at $0.01 per share. This option can be exercised at any time upon the Company's market capitalization achieves achieving the value of $100,000,000.00 or more. The Company agrees to issue the Consultant an additional 500,000 shares a' a value of $0.01 per share if the Company's market capitalization achieves the value of $200,000,000.00 or more. These shares under this option will be issued by the company as restricted shares at a value of $0.01 per share and will be granted "piggy- piggy-back" rights so that the shares will be registered upon the Company's first registration after the share's issuance. 4.3 4.4 The Company agrees that it shall reimburse Consultant for reasonable, out-of-pocket expenses incurred by Consultant in performing the services provided pursuant to this Agreement, provided that such out-of-pocket expense reimbursement shall not exceed $3,000 in any calendar month or partial month, and provided that any expenses in excess of $500 ill in any calendar month shall require advance approval by the Company. Such reimbursement shall be paid upon the within 15 30 days of the Company's receipt of the Consultant's invoice. Such reimbursement may be claimed for any month commencing with the signing of this Agreement and monthly thereafter to the date of each closing, payable within 15 30 days of receipt. 4.4 4.5 If he the Consultant is unsuccessful in introducing investors to the Company (either directly or through a broker) who would be willing to fund the Financings contemplated in Exhibit "A" within the time periods set forth, this Agreement may be terminated at the Company's discretion, unless otherwise extended by mutual consent. Such consent will be implied should the Company be in or continue negotiation with investors which should reasonably result in successful Financing or should the Company accept funds fund from one of the sources introduced to the Company by the Consultant during this period. Following termination, however, Consultant will be entitled to the consideration above as to those stages of the Financing completed and in the event that after termination a financing of any kind or amount is consummated with any party introduced to the Company by the Consultant during a period of twelve months after termination of this Agreement.