Common use of Duties of the Consultant Clause in Contracts

Duties of the Consultant. During the term hereof, Consultant shall provide the Company with the benefit of its best judgment and efforts to complete the Financing on a reasonable business basis in accordance with the requirements set forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from the standpoint of financial soundness, the Company's business plans and programs, corporate financial structures, and corporate organization, and any other financial matters involving the Company. In connection with the financing contemplated by this Agreement, Consultant agrees that it will advise and work with the Company to complete the Financing successfully in accordance with Rule 504 or other applicable Rule under the Act and the related and applicable Blue Sky laws of the states in which the financing is completed. Consultant shall advise the Company of each proposed broker or other financing or referral source identified by Consultant prior to authorizing any participation in the Financing. Consultant shall use its best efforts, after receiving information from Company sufficient to comply with the informational requirements of Rule 15c2-11 under the Securities Exchange Act of 1934 (the "1934 Act"), to arrange for the shares of common stock of the Company to be quoted on the NASD OTC Bulletin Board either by direct application and approval through the NASD or by reverse merger. The Company and the Consultant shall review the potential filing of a Form 10 (1934 Act form) with the U.S. Securities and Exchange Commission following the Second Stage Financing. Company agrees that it will accept Financing amounts at each closing contemplated by Exhibit "A" which are in excess of the amounts in Exhibit "A" if Consultant is able to raise such additional amounts in accordance with the appropriate disclosure and the securities registration exemption provisions of the Act and the relevant Blue Sky laws. Consultant's duties shall also include, but not be limited to: 3.1 Assist the Company's management in the development and execution of a strategic short-term, intermediate term and long-term financial plan; 3.2 Assist the Company in the negotiation of the terms of the Financings; 3.3 Assist the management of the Company in connection with inquiries made by or on behalf of any proposed brokers and investors; 3.4 Assist the management of the Company in the preparation of presentation materials for the purpose of pursuing the Financing; 3.5 Using its best efforts, on terms acceptable to the Company, to arrange the Financings as described in Exhibit "A" attached hereto. 3.6 If the Company and the Consultant determine that a direct application to the NASD is not in the best interest of the Company and determine that the Company go public by way of a reverse merger with an existing publicly traded company the Consultant will be responsible for the location and acquisition of such public company including all costs associated with its acquisition.

Duties of the Consultant. During the term hereof, Consultant shall provide the Company with the benefit of its best judgment and efforts to complete the Financing on a reasonable business basis in accordance with the requirements set forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from the standpoint of financial soundness, the Company's business plans and programs, corporate financial structures, and corporate organization, and any other financial matters involving the Company. In connection with the financing contemplated by this Agreement, Consultant agrees that it will advise and work with the Company to complete the Financing successfully in accordance with Rule 504 or other applicable Rule under the Act and the related and applicable Blue Sky laws of the states in which the financing is completed. Consultant shall advise the Company of each proposed broker or other financing or referral source identified by Consultant prior to authorizing any participation in the Financing. Consultant shall use its best efforts, after receiving information from Company sufficient to comply with the informational requirements of Rule 15c21 5c2-11 l 1 under the Securities Exchange Act of 1934 (the "1934 Act"), to arrange for the shares of common stock of the Company to be quoted on the NASD OTC Bulletin Board either by direct application and approval through the NASD or by reverse merger. The Company and the Consultant shall review the potential filing of a Form 10 (1934 Act form) with the U.S. Securities and Exchange Commission following the Second Stage Financing. Company agrees that it will accept Financing amounts at each closing contemplated by Exhibit "A" which are in excess of the amounts in Exhibit "A" if Consultant is able to raise such additional amounts in accordance with the appropriate disclosure and the securities registration exemption provisions of the Act and the relevant Blue Sky laws. Consultant's duties shall also include, but not be limited to: 3.1 Assist the Company's management in the development and execution of a strategic short-term, intermediate term and long-term financial plan; 3.2 Assist the Company in the negotiation of the terms of the Financings; 3.3 Assist the management of the Company in connection with inquiries made by or on behalf of 0 any proposed brokers and investors; 3.4 Assist the management of the Company in the preparation of presentation materials for the purpose of pursuing the Financing; 3.5 Using its best efforts, on terms acceptable to the Company, to arrange the Financings as described in Exhibit "A" attached hereto. 3.6 If the Company and the Consultant determine that a direct application to the NASD is not in n the best interest of the Company and determine that the Company go public by way of a reverse merger with an existing publicly traded company the Consultant will be responsible for the location and acquisition of such public company including all costs associated with its acquisition.

Duties of the Consultant. During the term hereof, Consultant shall provide the Company with the benefit of its best judgment and efforts to complete the Financing on a reasonable business basis in accordance with the requirements set forth in Exhibit "A." It shall be Consultant's duty to suggest and evaluate from the standpoint of financial soundness, soundness the Company's business plans and programs, corporate financial structures, and corporate organization, and any other financial matters involving the Company. In connection with the financing contemplated by this Agreement, Consultant agrees that it will advise and work with the Company to complete the Financing successfully in accordance with Rule 504 or other applicable Rule under the Act and the related and applicable Blue Sky laws of the states in which the financing is completed. Consultant shall advise the Company of each proposed broker or other financing or referral source identified by Consultant prior to authorizing any participation in the Financing. Consultant shall use its best efforts, after receiving information from Company sufficient to comply with the informational requirements of Rule 15c2-11 under the Securities Exchange Act of 1934 (the "1934 Act"), to arrange for the shares of common stock of the Company to be quoted on the NASD OTC Bulletin Board either by direct application and approval through the NASD or by reverse merger. The Company and the Consultant shall review the potential filing of a Form 10 (1934 Act form) with the U.S. Securities and Exchange Commission following upon the Second Stage Financingexecution of this agreement. Company agrees that it will accept Financing amounts at each closing contemplated by Exhibit "A" which are in excess of the amounts in Exhibit "A" if Consultant is able to raise such additional amounts in accordance with the appropriate disclosure and the securities registration exemption provisions of the Act and the relevant Blue Sky laws. Consultant's duties shall also include, but not be limited to: 3.1 Assist the Company's management in the development and execution of a strategic short-term, intermediate term and long-term financial plan; 3.2 Assist the Company in the negotiation of the terms of the Financings; 3.3 Assist the management of the Company in connection with inquiries made by or on behalf of any proposed brokers and investors; 3.4 Assist the management of the Company in the preparation of presentation materials for the purpose of pursuing the Financing; 3.5 Using its best efforts, on terms acceptable to the Company, to arrange the Financings as described in Exhibit "A" attached hereto. 3.6 If the Company and the Consultant determine that a direct application to the NASD is not in the best interest of the Company and determine that the Company go public by way of a reverse merger with an existing publicly traded company the Consultant will be responsible for the location and acquisition of such public company including all costs associated with its acquisition.