Common use of Expenses of Offering Clause in Contracts

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto; (ii) blue sky filing fees and the fees and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits theretothereto and preparing and delivering all placement agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note and Warrant certificates; (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 25,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000Company). If the Company determines decides not to proceed with the Offering for any reason prior (other than Placement Agent's failure to close on the Termination Date and terminates Offering in the Letter time frame set forth in Paragraph 1 of Intent the letter of intent dated June 16March 15, 1999 between the parties (the "LOI") and within one year from )), or if the termination Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representations, warranties, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the LOI obtains any similar financing from any third partyCompany, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company shall will be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company $120,000, to reimburse the Placement Agent for its time, work and expenses up to the date sum of early termination. Any amounts previously paid $25,000 and to issue the Placement Agent as compensation under Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the LOI or this Agreement will Placement Agent decides not to proceed with the Offering other than for the reasons set forth above, the Company's obligation to reimburse the Placement Agent shall be credited towards the break-up feelimited to $25,000. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.

Expenses of Offering. The Company shall be responsible forpay, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated, all costs and shall bear expenses incident to the performance of its obligations under this Agreement, including all expenses directly incurred incident to the authorization, issuance and delivery of the Shares and Representative's Warrant, any original issue taxes in connection withtherewith, all transfer taxes, if any, incident to the initial sale of the Shares, the proposed Offering includingRepresentative's Warrant and Representative's Warrant Stock, but not limited toif such sales are consummated, (i) legal the initial fees and expenses of the Transfer Agent, if any, the fees and expenses of the Company's counsel relating and accountants, the costs and expenses incident to the costs preparation, printing and filing under the 1933 Act and with the NASD of preparing the Offering Documents Registration Statement and all amendmentsProspectus and any amendments or supplements thereto, supplements and exhibits thereto; (ii) blue sky filing fees and the fees and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of preparing and filing all exhibits to the Placement Agent's mailingRegistration Statement, telephonethis Agreement, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by Blue Sky Memorandums and the Questionnaires to officers and directors of the Company up to $50,000 (exclusive for the obtaining of fees information for the Registration Statement and expenses Preliminary and final Prospectus, the cost of counsel printing and furnishing to the Placement Agent unrelated to blue sky matters which are also reimbursable by Representative copies of the Company up to $20,000)Registration Statements and copies of the Preliminary and final Prospectus as herein provided, and the cost of qualifying the Shares under the state securities or Blue Sky laws as provided in Section 6.4 herein, including filing fees. If the Company determines not to proceed with the Offering for any reason prior In addition to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third partyabove, the Company shall be obligated also pay all expenses, up to pay a maximum of $15,000, incurred in connection with the Placement Agent placement of a break-up fee as follows: "tombstone" advertisement in the national edition of The Wall Street Journal, Investor's Business Daily, Investment Dealers Digest and the Rocky Mountain News or any other periodical determined appropriate by the Representative, after Closing of the Offering. For a period of twelve (112) If months following the Effective Date, the Company elects will be responsible for reasonable travel expenses for visits to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability or on behalf of the Company to by a representative of the Placement Agent to Representative when necessarily occasioned by material adverse changes or events in the date business of early terminationthe Company. Any amounts previously These expenses shall be paid to promptly by the Placement Agent as compensation under Company upon receipt of a billing from the LOI or this Agreement will be credited towards the break-up feeRepresentative. The Placement Agent Company, at its sole expense, shall have no liability to also make a representative of its management available for the Representative's corporate manager's meeting after the completion of the Offering, and the Company shall be responsible for any reason should the Placement Agent choose not all reasonable expenses related to proceed with the Offering contemplated herebysuch meeting.

Expenses of Offering. The Company shall be responsible for, for and shall bear all directly expenses directly incurred in connection with, with the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents duplicating the Memorandum and all amendments, supplements and exhibits thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; the costs of preparing, printing and filing with the Securities and Exchange Commission (iithe "SEC") the Shelf Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering all selling documents, including but not limited to the Placement Agency Agreement, Subscription Agreements, Warrant agreements, the Placement Warrants, the Advisory Warrants, blue sky memorandum and stock and warrant certificates; blue sky fees, filing fees and the legal fees and disbursements of the Placement Agent's counsel in connection with blue sky matters matters; fees and disbursements of the transfer and warrant agent; the cost of a total of two sets of bound closing volumes for the Placement Agent and its counsel; and the cost of one tombstone advertisement, which shall be in a national business newspaper or a major New York newspaper (up to $12,000 in the aggregate) (collectively, the "Company Expenses"). Such expenses The Company shall not include pay to the Placement Agent a non-accountable expense allowance equal to 4% of the total proceeds of the Offering (the "Expense Allowance"), of which $20,000 has already been paid, to cover the cost of the Placement Agent's our mailing, telephone, telegraph, travel, due diligence meetings, or meetings and other similar expenses including legal fees of our counsel (other than legal fees in 16 connection with blue sky matters as to which fees the "Placement Agent expenses") which are reimbursable Company shall be responsible). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company prevents it or because of a breach by the Company up to $50,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16covenants, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third partyrepresentations or warranties contained herein, the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date Agency a fee of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability $100,000 (in addition to the Company Expenses for any reason should which the Placement Agent choose not to proceed with the Offering contemplated herebyCompany shall in all events remain liable).

Expenses of Offering. The Company BGDC shall be responsible for, for and shall bear all expenses directly incurred in connection with, with the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing and duplicating the Offering Documents Term Sheet and all amendments, supplements and exhibits thereto; the costs of preparing, printing and filing with the SEC any registration statement described in Article V of the Subscription Agreement (iia "BGDC Registration Statement") and any amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering (including by facsimile) all selling documents, including but not limited to the Term Sheet, the Placement Agency Agreement, Subscription Agreements, blue sky memorandum and stock certificates; blue sky fees, filing fees and the legal fees and disbursements of the Placement Agent's counsel in connection with blue sky matters matters; fees and disbursements of the transfer; the cost of a total of two sets of bound closing volumes for the Placement Agent and its counsel; and the cost of three tombstone advertisements, at least one of which shall appear in a national business newspaper and one of which shall appear in a major New York newspaper (up to $12,000 in or, at the aggregateoption of the Placement Agent, 40 lucite deal mementos) (collectively, the "Company Companies Expenses"). Such Pacific shall be responsible for and shall bear all expenses incurred in connection preparing, printing and filing with the SEC any registration statement for the Exchange Shares described in Article V of the Subscription Agreement (a "Pacific Registration Statement") and any amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus. The Companies agrees to use a printer designated by the Placement Agent and which is reasonably acceptable to the Companies. BGDC shall not include pay to the Placement Agent a non-accountable expense allowance equal to 4% of the gross proceeds from the sale of Units to cover the cost of the Placement Agent's mailing, telephone, telegraphtelecopy, travel, due diligence meetings, or meetings and other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 (exclusive including legal fees of fees and expenses of counsel to the Placement Agent unrelated to Agent's counsel (other than legal fees in connection with blue sky matters as to which are also reimbursable by the Company up to $20,000fees BGDC shall be responsible and any items designated above as Companies Expenses). If the Company determines proposed financing is not to proceed with the Offering completed for any reason prior to reason, then the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, the Company Companies shall be obligated to pay responsible for and shall reimburse the Placement Agent a break-up fee as follows: (1) If equal to $100,000 in addition to all reasonable costs incurred in connection with the Company elects to terminate the LOI prior to the distribution preparation of the Term Sheet to prospective investorsOffering Documents (including, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering without limitation, attorney's fees, expenses and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebydisbursements).

Expenses of Offering. The Company shall be responsible for, for and shall -------------------- bear all expenses directly incurred in connection with, with the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing and duplicating the Offering Documents Term Sheet and all amendments, supplements and exhibits thereto; the costs of preparing, printing and filing with the Commission the Shelf Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering (iiincluding by facsimile) all selling documents, including but not limited to the Term Sheet, the Placement Agency Agreement, Subscription Agreements, Placement Warrants, blue sky memorandum and stock and warrant certificates; blue sky fees, filing fees and the legal fees and disbursements of the Placement Agent's counsel in connection with and blue sky matters counsel; fees and disbursements of the transfer and warrant agent; the cost of a total of two sets of bound closing volumes for the Placement Agent and its counsel; and the cost of three tombstone advertisements, at least one of which shall appear in a national business newspaper and one of which shall appear in a major New York newspaper (up to $12,000 in or, at the aggregateoption of the Placement Agent, forty (40) lucite deal mementos) (collectively, the "Company Expenses"). Such expenses The Company agrees to use a printer designated by the Placement Agent and which is reasonably acceptable to the Company. The Company shall not include pay to the Placement Agent a non-accountable expense allowance equal to 4% of the total proceeds of the Offering (the "Expense Allowance"), of which twenty thousand dollars ($20,000) shall have been paid upon execution of the Letter of Intent between the Company and the Placement Agent and twenty thousand dollars ($20,000) of which shall be due and payable upon the date the Term Sheet is completed, to cover the cost of the Placement Agent's mailing, telephone, telegraphtelecopy, travel, due diligence meetings, or meetings and other similar expenses excluding legal fees of the Placement Agent's counsel and blue sky counsel (which fees shall be the "Placement Agent expenses") which are reimbursable responsibility of the Company as provided above and any other items designated above as Company Expenses). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company prevents it or because of a breach by the Company up to $50,000 (exclusive of fees and expenses of counsel any covenants, representations or warranties contained herein, then the Company shall pay to the Placement Agent unrelated a fee of one hundred thousand dollars ($100,000) (in addition to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering Expenses for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, which the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebyin all events remain liable).

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto; (ii) fees and expenses of counsel for the Placement Agent; preparing and delivering all placement agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note and Warrant certificates; blue sky fees, filing fees and the fees and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable ). If the Placement Agent decides not to proceed with the Offering because of a material breach by the Company up of its representations, warranties, or covenants in this Agreement or in the letter of intent dated May 26, 1998 (the "LOI") or as a result of material adverse changes in the affairs of the Company, or failure to $50,000 (exclusive of fees and expenses of counsel meet the General Conditions set forth in the LOI, the Company will be obligated to reimburse the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company for its time, work and expenses up to the sum of $20,00050,000, exclusive of amounts theretofore paid pursuant to the LOI (the "Expense Allowance"). If the Company determines decides not to proceed with the Offering for any reason prior to after the Termination Date Minimum Offering has been raised and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third partyis in escrow, the Company shall will be obligated to pay the Placement Agent a break-up fee as follows: (1) If of $180,000, in addition to the Expense Allowance. In such event, the Placement Agent will receive Agent's Warrants for the purchase of 300,000 shares at an exercise price of $.50 per share. In addition, if the Company elects not to terminate proceed with the LOI prior proposed Offering for any reason (except for Placement Agent's failure to close the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI Offering after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering has been raised and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31is in escrow) and subsequently engages in any public offering, 1999private placement, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but merger or other similar on or prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31May 26, 19991999 (other than a transaction through Liberty Capital, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to then the Placement Agent to shall receive the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up feefees set forth in Section 3(d) hereof. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits theretothereto and preparing and delivering all placement agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note and Warrant certificates; (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's counsel in connection with blue sky Blue Sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 25,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000Company). If the Company determines decides not to proceed with the Offering for any reason prior (other than Placement Agent's failure to close on the Termination Date and terminates Offering in the Letter time frame set forth in Paragraph 1 of Intent the letter of intent dated June 16April 13, 1999 between the parties (the "LOI") and within one year from )), or if the termination Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representations, warranties, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the LOI obtains any similar financing from any third partyCompany, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company shall will be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company $120,000, to reimburse the Placement Agent for its time, work and expenses up to the date sum of early termination. Any amounts previously paid $25,000 and to issue the Placement Agent as compensation under Agent's Warrants to purchase 10,000,000 shares of the LOI or this Agreement will Company's common stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons set forth above, the Company's obligation to reimburse the Placement Agent shall be credited towards the break-up feelimited to $25,000. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated hereby.

Expenses of Offering. The Company shall be responsible forpay, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated, all costs and shall bear expenses incident to the performance of its obligations under this Agreement, including all expenses directly incurred incident to the authorization, issuance and delivery of the Shares and the Representative's Warrants, any original issue taxes in connection withtherewith, all transfer taxes, if any, incident to the initial sale of the Shares, the proposed Offering includingRepresentative's Warrants and Representative's Warrant Stock, but not limited toif such sales are consummated, (i) legal the fees and expenses of the Transfer Agent, if any, the fees and expenses of the Company's counsel relating and accountants, the costs and expenses incident to the costs preparation, printing and filing under the 1933 Act and with the NASD of the Registration Statement and the Prospectus and any amendments or supplements thereto, the cost of preparing and filing all exhibits to the Offering Documents and all amendmentsRegistration Statement, supplements and exhibits thereto; (ii) blue sky filing fees this Agreement, and the Questionnaires to officers, directors and certain stockholders of the Company for the obtaining of information for the Registration Statement and Preliminary and final Prospectus, the fees and disbursements of Placement Agentthe Representative's counsel incurred in connection with blue sky matters (up to $12,000 in the aggregate) (preparation of the "Company Expenses"). Such expenses shall not include Blue Sky Memoranda, the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 (exclusive of fees printing and expenses of counsel furnishing to the Placement Agent unrelated to blue sky matters which are also reimbursable by Representative copies of the Company up to $20,000)Registration Statements and copies of the Preliminary and final Prospectus as herein provided and the cost of qualifying the Shares under the state securities or Blue Sky laws as provided in Section 5.4 herein and the laws of the Republic of Italy and any other applicable foreign jurisdiction, including filing fees. If the Company determines not to proceed with the Offering for any reason prior In addition to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third partyabove, the Company shall be obligated also pay all expenses, up to pay a maximum of $15,000, incurred in connection with the Placement Agent placement of a break-up fee as follows: (1) If "tombstone" advertisement in the national edition of THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, INVESTMENT DEALERS DIGEST and the ROCKY MOUNTAIN NEWS or any other periodical determined appropriate by the Representative, after the Closing. The Company, at its sole expense, shall also make a representative of its management available for the Representative's corporate manager's meeting after the completion of the Offering, and the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects responsible for all reasonable expenses related to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebysuch meeting.

Expenses of Offering. The Company shall be responsible for, for and shall bear all expenses directly incurred in connection with, with the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing and duplicating the Offering Documents Memorandum and all amendments, supplements and exhibits thereto; the costs of preparing, printing and filing with the Securities and Exchange Commission (iithe "SEC") the Shelf Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering (including by facsimile) all selling documents, including but not limited to the Memorandum, the Placement Agency Agreement, Subscription Agreements, Warrant agreements, blue sky memorandum and stock and warrant certificates; blue sky fees, filing fees and the legal fees and disbursements of the Placement Agent's counsel in connection with blue sky matters matters; fees and disbursements of the transfer and warrant agent; the cost of a total of two sets of bound closing volumes for the Placement Agent and its counsel; and the cost of one tombstone advertisement, which shall appear in either a national business newspaper or a major New York newspaper, to be decided by the Company (up to $12,000 in or, at the aggregateoption of the Company, 40 lucite deal mementos) (collectively, the "Company Expenses"). Such expenses The Company shall not include pay to the Placement Agent a non-accountable expense allowance equal to 4% of the total proceeds of the Offering (the "Expense Allowance"), of which $40,000 shall be due and payable on the Commencement Date, to cover the cost of the Placement Agent's our mailing, telephone, telegraph, travel, due diligence meetings, or meetings and other similar expenses including legal fees of our counsel (other than legal fees in connection with blue sky matters as to which fees you shall be responsible and any items designated above as Company Expenses). Such prepaid expense allowances shall be non-refundable. If the "Placement Agent expenses") which are reimbursable proposed financing is not completed because the Company prevents it or because of a breach by the Company up to $50,000 (exclusive of fees and expenses of counsel any covenants, representations or warranties contained herein, the Company shall pay to the Placement Agent unrelated a fee of $100,000 (in addition to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering Expenses for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, which the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebyin all events remain liable).

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering Placements including, but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits theretothereto and preparing and delivering all Placement Agent and selling documents, Notes and Warrant certificates; and (ii) blue sky fees, filing fees and the fees and disbursements of Placement Agent's Agents' counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses In addition, the Company shall not include the cost of reimburse the Placement Agent's Agents for all of their out-of-pocket expenses incurred in connection with the Placement, including, without limitation the Placement Agents' mailing, printing, copying, telephone, telegraphtravel, travelbackground searches, due diligence meetingsinvestigations, legal and consulting fees or other similar expenses (the "Placement Agent Agents' expenses") which are reimbursable by the Company up to a maximum of $50,000 (exclusive of fees and expenses of counsel to 250,000 for the Placement Agent unrelated to blue sky matters which are also reimbursable by the Company up to $20,000)Placements. If the Company determines decides not to proceed with the Offering Bridge Financing for any reason prior or if the Placement Agents decide not to proceed with the Bridge Financing because of a material breach by the Company of its representations, warranties, or covenants in this Agreement or as a result of material adverse changes in the affairs of the Company, then in addition to any rights the Placement Agents may have at law or in equity, the Company will be obligated to (i) pay the Placement Agents any and all compensation previously received by or owed to the Termination Date Placement Agents, (ii) pay the Placement Agents a financial advisory and terminates the Letter structuring fee of Intent dated June 16, 1999 $250,000 (the "LOIBreak-Up Fee"), and (iii) and within one year from reimburse the termination of Placement Agents for the LOI obtains any similar financing from any third partyPlacement Agents' expenses as set forth above, provided that the Company shall will not be obligated to pay the Placement Agent Agents such Break-Up Fee in the event that the Bridge Financing is not consummated as a break-up fee result of (i) a Sale/Purchase Transaction in which the Placement Agents are acting as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability mutual financial advisors of the Company to and receive fees set forth in Section 3(d)(iii) above, or (ii) the Private Placement Agent to the date of early termination. Any amounts previously in which case any fees paid to the Placement Agent as compensation under Agents in connection with the LOI or this Agreement Placement will be credited towards against the breakBreak-up feeUp Fee. The Placement Agent Agents shall have no liability to the Company for any reason should the Placement Agent Agents choose not to proceed with the Offering Placements contemplated hereby.

Expenses of Offering. The Company shall be responsible forpay, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated, all costs and shall bear expenses incident to the performance of its obligations under this Agreement, including all expenses directly incurred incident to the authorization, issuance and delivery of the Shares and the Representative's Warrants, any original issue taxes in connection withtherewith, all transfer taxes, if any, incident to the initial sale of the Shares, the proposed Offering includingRepresentative's Warrants and Representative's Warrant Stock, but not limited toif such sales are consummated, (i) legal the fees and expenses of the Transfer Agent, if any, the fees and expenses of the Company's counsel relating and accountants, the costs and expenses incident to the costs preparation, printing and filing under the 1933 Act and with the NASD of the Registration Statement and the Prospectus and any amendments or supplements thereto, the cost of preparing and filing all exhibits to the Offering Documents and all amendmentsRegistration Statement, supplements and exhibits thereto; (ii) blue sky filing fees this Agreement, and the Questionnaires to officers, directors and certain stockholders of the Company for the obtaining of information for the Registration Statement and Preliminary and final Prospectus, the fees and disbursements of Placement Agentthe Representative's counsel incurred in connection with blue sky matters (up to $12,000 in the aggregate) (preparation of the "Company Expenses"). Such expenses shall not include Blue Sky Memoranda, the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $50,000 (exclusive of fees printing and expenses of counsel furnishing to the Placement Agent unrelated to blue sky matters which are also reimbursable by Representative copies of the Company up to $20,000)Registration Statements and copies of the Preliminary and final Prospectus as herein provided and the cost of qualifying the Shares under the state securities or Blue Sky laws as provided in Section 6.4 herein, including filing fees. If the Company determines not to proceed with the Offering for any reason prior In addition to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third partyabove, the Company shall be obligated also pay all expenses, up to pay a maximum of $15,000, incurred in connection with the Placement Agent placement of a break-up fee as follows: (1) If "tombstone" advertisement in the national edition of THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, INVESTMENT DEALERS DIGEST and the ROCKY MOUNTAIN NEWS or any other periodical determined appropriate by the Representative, after the Closing. The Company, at its sole expense, shall also make a representative of its management available for the Representative's corporate manager's meeting after the completion of the Offering, and the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects responsible for all reasonable expenses related to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebysuch meeting.

Expenses of Offering. The Company shall be responsible for, for and shall bear all expenses directly incurred in connection with, with the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing and duplicating the Offering Documents Term Sheet and all amendments, supplements and exhibits thereto; the costs of preparing, printing and filing with the Securities and Exchange Commission (iithe "SEC") the Shelf Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, duplicating and delivering exhibits thereto and copies of the preliminary, final and supplemental prospectus; preparing, duplicating and delivering (including by facsimile) all selling documents, including but not limited to the Term Sheet, the Placement Agency Agreement, Subscription Agreements, Warrant agreements, blue sky memorandum and stock and warrant certificates; blue sky fees, filing fees and the legal fees and disbursements of the Placement Agent's counsel in connection with blue sky matters matters; fees and disbursements of the transfer and warrant agent; the cost of a total of two sets of bound closing volumes for the Placement Agent and its counsel; and the cost of three tombstone advertisements, at least one of which shall appear in a national business newspaper and one of which shall appear in a major New York newspaper (up to $12,000 in or, at the aggregateoption of the Placement Agent, forty (40) lucite deal mementos) (collectively, the "Company Expenses"). Such expenses The Company agrees to use a printer designated by the Placement Agent and which is reasonably acceptable to the Company. The Company shall not include pay to the Placement Agent a non- accountable expense allowance equal to 4% of the total proceeds of the Offering (the "Expense Allowance"), of which twenty thousand dollars ($20,000) shall be due and payable upon the date the Term Sheet is completed, to cover the cost of the Placement Agent's mailing, telephone, telegraphtelecopy, travel, travel to due diligence meetings, or meetings and other similar expenses including legal fees of the Placement Agent's counsel (other than legal fees in connection with blue sky matters as to which fees the "Placement Agent expenses") which are reimbursable Company shall be responsible and any items designated above as Company Expenses). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company prevents it or because of a breach by the Company up to $50,000 (exclusive of fees and expenses of counsel any covenants, representations or warranties contained herein, then the Company shall pay to the Placement Agent unrelated a fee of one hundred thousand dollars ($100,000) against which the $20,000, if previously paid, shall be credited (in addition to blue sky matters which are also reimbursable by the Company up to $20,000). If the Company determines not to proceed with the Offering Expenses for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, which the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent to the date of early termination. Any amounts previously paid to the Placement Agent as compensation under the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to the Company for any reason should the Placement Agent choose not to proceed with the Offering contemplated herebyin all events remain liable).

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering including, but not limited to, (i) legal fees (including those of counsel to the Company's counsel Placement Agent) relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto; (ii) preparing and delivering all placement agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Notes and Warrant certificates, blue sky fees, filing fees and the fees and disbursements of Placement Agent's counsel in connection with blue sky matters (up to $12,000 in the aggregate) (the "Company Expenses"). Such expenses shall not include the cost of the Placement Agent's reasonable mailing, telephone, telegraph, travel, due diligence meetings, or meeting and other similar expenses (the "Placement Agent expensesExpenses") which are reimbursable covered by the Company up to $50,000 (exclusive of fees and expenses of counsel to the Placement Agent unrelated to blue sky matters which are also reimbursable accountable expense allowance set forth in Section 3(d) above, payable by the Company up to $20,000). If the Company determines not to proceed with the Offering for any reason prior to the Termination Date and terminates the Letter of Intent dated June 16, 1999 (the "LOI") and within one year from the termination of the LOI obtains any similar financing from any third party, the Company shall be obligated to pay the Placement Agent a break-up fee as follows: (1) If the Company elects to terminate the LOI prior to the distribution of the Term Sheet to prospective investors, the break-up fee shall be $200,000; (2) If the Company elects to terminate the LOI after the distribution of the Term Sheet to prospective investors but prior to the closing of the Minimum Offering and Commonwealth could have reasonably been expected to sell the Minimum Offering by July 31, 1999, the break-up fee shall be $400,000; (3) If the Company elects to terminate the LOI after closing of not less than the Minimum Offering but prior to the closing of the Maximum Offering and Commonwealth could have reasonably been expected to sell the Maximum Offering by August 31, 1999, the break-up fee shall be $600,000; which break-up fee represents liquidated damages and represents the total liability of the Company to the Placement Agent. If the Private Placement is not completed because the Company prevents it or because of a breach by the Company of any such covenants, representations or warranties or, if the Company effects the contemplated acquisition of the assets from Difco or repays the indebtedness incurred to effect such transaction without the use of the proceeds contemplated to be funded in this Offering and the Placement Agent to has at least $7,000,000 in an escrow account, the date of early termination. Any amounts previously paid Company shall pay to the Placement Agent as compensation under an amount equal to $300,000 and, in such event, the LOI or this Agreement will be credited towards the break-up fee. The Placement Agent shall have no liability to receive the Agent's Warrants for the purchase of 100,000 shares of Common Stock of the Company for any reason should exercisable at the then current market price of the Common Stock. In the event that the Company fails to effect the acquisition of the assets from Difco, and the Placement Agent choose not has at least $7,000,000 in an escrow account, the Placement Agent will be entitled to proceed with receive, at the Offering contemplated herebyCompany's option, $300,000 or shares of Common Stock having a then current market value of $300,000, and the Agent's Warrants to purchase 100,000 shares of Common Stock exercisable at the then current market price of the Common Stock.