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 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 (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 $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited 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 the Registration Statement and 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 and preparing and delivering all placement agent and selling documents, including, but not limited tothis Agreement, the Agency Agreement with the Placement Agent Blue Sky Memorandums and the blue sky memorandum; Note Questionnaires to officers and Warrant certificates; (ii) blue sky feesdirectors of the Company for the obtaining of information for the Registration Statement and Preliminary and final Prospectus, filing fees the cost of printing and furnishing to the Representative copies of the Registration Statements and copies of the Preliminary and final Prospectus as herein provided, and the fees (cost of qualifying the Shares under the state securities or Blue Sky laws as provided in Section 6.4 herein, including filing fees. In addition to the above, the Company shall also pay all expenses, up to a maximum of $2,500) and disbursements of Placement Agent's counsel 15,000, incurred in connection with blue sky matters (the placement of a "Company Expenses"). Such expenses shall not include tombstone" advertisement in the cost 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 Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or other similar expenses Offering. For a period of twelve (12) months following the "Placement Agent expenses") which are reimbursable by the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOIEffective Date, the Company will be obligated responsible for reasonable travel expenses for visits to pay or on behalf of the Placement Agent liquidated damages Company by a representative of $120,000the Representative when necessarily occasioned by material adverse changes or events in the business of the Company. These expenses shall be paid promptly by the Company upon receipt of a billing from the Representative. The Company, to reimburse the Placement Agent for at its timesole expense, work and expenses up to the sum shall also make a representative of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than its management available for the reasons set forth aboveRepresentative's corporate manager's meeting after the completion of the Offering, and the Company's obligation to reimburse the Placement Agent Company shall be limited responsible for all reasonable expenses related 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 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, 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 and preparing and delivering all placement agent and selling documents, including, including but not limited to, the Agency Agreement costs of preparing and duplicating the Term Sheet and all 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 (including by facsimile) all selling documents, including but not limited to the Term Sheet, the Placement Agent and the Agency Agreement, Subscription Agreements, Placement Warrants, blue sky memorandum; Note memorandum and Warrant stock and warrant certificates; (ii) blue sky fees, filing fees and the legal fees (up to $2,500) 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 (or, at the option 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 by responsibility of the Company up to $25,000 (exclusive of fees as provided above and expenses of counsel to the Placement Agent which are also reimbursable by the Companyany 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 decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), prevents it or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representationsany covenants, warrantiesrepresentations or warranties contained herein, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, then the Company will be obligated shall pay to pay the Placement Agent liquidated damages a fee of one hundred thousand dollars ($120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited to $25,000. 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 shall be responsible for, and shall bear all expenses directly and necessarily incurred in connection with, the proposed Offering includingOffering, including but not limited to, (i) legal fees of the Company's counsel relating to the costs of preparing preparing, printing and delivering the Offering Documents CTS and all exhibits thereto to the Placement Agent; the costs of preparing, printing and filing with the Securities and Exchange Commission the Registration Statement and amendments, post-effective amendments and supplements thereto; preparing, printing and delivering exhibits thereto and preparing copies of the preliminary, final and supplemental prospectus; preparing, printing and delivering all placement agent and selling Pillar Investments Ltd. January 15, 1998 Page 16 documents, including, including but not limited toto this Agreement, the Agency Agreement with CTS, Unit Purchase Agreements, and stock certificates; and fees and disbursements of the transfer agent (collectively, the "COMPANY EXPENSES"). The Company shall pay to the Placement Agent and a non-accountable expense allowance equal to four percent (4%) of the blue sky memorandum; Note and Warrant certificates; (ii) blue sky fees, filing fees and total proceeds of the fees (up to $2,500) and disbursements of Placement Agent's counsel in connection with blue sky matters Offering (the "Company ExpensesEXPENSE ALLOWANCE"). Such expenses shall not include ) to cover the cost of the Placement Agent's mailing, telephone, telegraph, travel, due diligence meetings, or meetings and other similar expenses including legal fees and costs of the Placement Agent's counsel. Such pre-paid expense allowance shall be non-refundable. In addition to the foregoing, the Company shall pay for all due diligence expenses (the "Placement Agent expensesDUE DILIGENCE EXPENSES") which are reimbursable resulting from due diligence conducted by the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent or its agents or employees regarding the Company, including, without limitation, any Due Diligence Expenses that are Company Expenses (which are also reimbursable shall not be covered by the Company)non-accountable Expense Allowance) and/or consultants retained by the Placement Agent to conduct due diligence. If the Company decides proposed Offering is not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the Placement Agent decides not to proceed with the Offering completed because of a material breach by the Company of its representationsany covenants, warranties, representations or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOIwarranties contained herein, the Company will be obligated shall pay to pay the Placement Agent liquidated damages Agent, as the case may be, a fee of five hundred thousand dollars ($120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited to $25,000. The Placement Agent shall have no liability 500,000) (in addition to the Company Expenses and Due Diligence 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 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 thereto and preparing and delivering all placement agent Placement Agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note Notes and Warrant certificates; and (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's Agents' counsel in connection with blue sky matters (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 $25,000 (exclusive of fees and expenses of counsel to 250,000 for the Placement Agent which are also reimbursable by the Company)Placements. If the Company decides not to proceed with the Offering Bridge Financing for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the Placement Agent decides Agents decide not to proceed with the Offering Bridge Financing 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 Company, then in addition to any rights the Placement Agents may have at law or failure to meet the General Conditions set forth in Paragraph 9 of the LOIequity, the Company will be obligated to (i) pay the Placement Agent liquidated damages Agents any and all compensation previously received by or owed to the Placement Agents, (ii) pay the Placement Agents a financial advisory and structuring fee of $120,000250,000 (the "Break-Up Fee"), to and (iii) reimburse the Placement Agent Agents for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons Agents' expenses as set forth above, provided that the Company's obligation Company will not be obligated to reimburse pay the Placement Agent shall Agents such Break-Up Fee in the event that the Bridge Financing is not consummated as a result of (i) a Sale/Purchase Transaction in which the Placement Agents are acting as mutual financial advisors of the Company and receive fees set forth in Section 3(d)(iii) above, or (ii) the Private Placement in which case any fees paid to the Placement Agents in connection with the Placement will be limited to $25,000credited against the Break-Up 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 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 thereto and preparing and delivering all placement agent Placement Agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent Warrant and the blue sky memorandum; Note and Warrant Preferred Share certificates; and (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 (the "Company Expenses"). Such In addition, the Company shall reimburse the Placement Agent for all of its out-of- pocket expenses shall not include incurred in connection with the cost of Placements, including, without limitation the Placement Agent's mailing, printing, copying, telephone, telegraph, travel, background searches, due diligence meetingsinvestigations, legal and consulting fees or other similar expenses (the "Placement Agent expenses") which are reimbursable by the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company)100,000. If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in prior to the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), Preferred Termination Date) or if the 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, 300,000 and to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons expenses as set forth above, the Company's obligation to reimburse the Placement Agent shall be limited 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 for, for and shall bear all directly expenses directly incurred in connection with, with the proposed Offering includingOffering, 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 and preparing and delivering all placement agent and selling documents, including, including but not limited to, the Agency Agreement costs of preparing the duplicating the Memorandum and all 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 (the "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 Agent and Agency Agreement, Subscription Agreements, Warrant agreements, the Placement Warrants, the Advisory Warrants, blue sky memorandum; Note memorandum and Warrant stock and warrant certificates; (ii) blue sky fees, filing fees and the legal fees (up to $2,500) 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 (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 (the "Placement Agent expenses") other than legal fees in 16 connection with blue sky matters as to which are reimbursable by fees the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Companyshall be responsible). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), prevents it or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representationsany covenants, warranties, representations or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOIwarranties contained herein, the Company will be obligated shall pay to pay the Placement Agent liquidated damages Agency a fee of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited to $25,000. 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 shall be responsible for, for and shall bear all expenses directly incurred in connection with, with the proposed Offering includingOffering, 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 and preparing and delivering all placement agent and selling documents, including, including but not limited to, the Agency Agreement costs of preparing and duplicating the Memorandum and all exhibits thereto; the costs of preparing, printing and filing with the Securities and Exchange Commission (the "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 Agent and the Agency Agreement, Subscription Agreements, Warrant agreements, blue sky memorandum; Note memorandum and Warrant stock and warrant certificates; (ii) blue sky fees, filing fees and the legal fees (up to $2,500) 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 (or, at the option 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 (the "Placement Agent expenses") other than legal fees in connection with blue sky matters as to which are reimbursable by the fees you shall be responsible and any items designated above as Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the CompanyExpenses). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), prevents it or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representationsany covenants, warranties, representations or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOIwarranties contained herein, the Company will be obligated shall pay to pay the Placement Agent liquidated damages a fee of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited to $25,000. 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 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 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 (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 $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15April 13, 1999 between the parties (the "LOI")), or if the 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 10,000,000 shares of Common Stockthe 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 limited 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 and Newco 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 ’s and Newco’s counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all placement agent Placement Agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note Series A Stock and Warrant certificates; and (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's ’s counsel in connection with blue sky matters (the "“Company and Newco Expenses"”). Such In addition, the Company or Newco shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses shall not include incurred in connection with the cost of Placements, including, without limitation the Placement Agent's ’s mailing, printing, copying, telephone, telegraphtravel, travelbackground searches, due diligence meetingsinvestigations, legal and consulting fees or other similar expenses (the "“Placement Agent expenses") which are reimbursable by the Company up ”), subject to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the CompanySection 3(d). If the Company or Newco decides not to proceed with the Offering Placements for any reason (other than (a) the failure to receive subscriptions for at least $500,000 in gross proceeds in the PPO or (b) the material breach of the Placement Agent's failure to close on the Offering ’s representations, warranties or covenants in the time frame set forth in Paragraph 1 Section 5 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), this Agreement) or if the Placement Agent decides not to proceed with the Offering Placements because of a material breach by the Company or Newco of its their representations, warranties, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, Company or failure to meet the General Conditions set forth in Paragraph 9 of the LOINewco, the Company or Newco will be obligated to pay the Placement Agent liquidated damages of either $120,000, 150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) and to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons expenses as set forth above, the Company's obligation to reimburse the Placement Agent shall be limited to $25,000. The Placement Agent shall have no liability to the Company or Newco for any reason should the Placement Agent choose not to proceed with the Offering Placements contemplated hereby.

Expenses of Offering. The Company shall be responsible for, and shall bear all expenses directly incurred in connection with, the proposed Offering Placement including, but not limited to, (i) legal fees of the Company's ’s counsel relating to the costs of preparing the Offering Documents and all amendments, supplements and exhibits thereto and preparing and delivering all placement agent Placement Agent and selling documents, including, but not limited to, the Agency Agreement with the Placement Agent and the blue sky memorandum; Note Debenture and Warrant certificates; and (ii) blue sky fees, filing fees and the fees (up to $2,500) and disbursements of Placement Agent's ’s counsel in connection with blue sky matters (the "“Company Expenses"”). Such In addition, the Company shall reimburse the Placement Agent for all of its reasonable out-of-pocket expenses shall not include incurred in connection with the cost of Placement, including, without limitation the Placement Agent's ’s mailing, printing, copying, telephone, telegraphtravel, travelbackground searches, due diligence meetingsinvestigations, legal and consulting fees or other similar expenses (the "“Placement Agent expenses") which are reimbursable by the Company up Expenses”), subject to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the CompanySection 3(d). If the Company decides not to proceed with the Offering Placement for any reason (other than the material breach of the Placement Agent's failure to close on the Offering ’s representations, warranties or covenants in the time frame set forth in Paragraph 1 Section 5 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), this Agreement) or if the Placement Agent decides not to proceed with the Offering Placement 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, 150,000 in cash (the method of payment to be at the sole discretion of the Placement Agent) and to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed with the Offering other than for the reasons expenses as set forth above, the Company's obligation to reimburse the Placement Agent shall be limited 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 Placement 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 Registration Statement, this Agreement, and all amendmentsthe Questionnaires to officers, supplements directors and exhibits thereto certain stockholders of the Company for the obtaining of information for the Registration Statement and preparing Preliminary and delivering all placement agent and selling documents, including, but not limited tofinal Prospectus, the Agency Agreement with fees of 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 AgentRepresentative's counsel incurred in connection with blue sky matters (the "Company Expenses"). Such expenses shall not include preparation of the 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 $25,000 (exclusive of fees printing and expenses of counsel furnishing to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 Representative copies of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 Registration Statements and copies of the CompanyPreliminary 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, or failure including filing fees. In addition to meet the General Conditions set forth in Paragraph 9 of the LOIabove, the Company will be obligated shall also pay all expenses, up to pay the Placement Agent liquidated damages a maximum of $120,00015,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed incurred in connection with the Offering placement of a "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 than 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 reasons set forth aboveRepresentative's corporate manager's meeting after the completion of the Offering, and the Company's obligation to reimburse the Placement Agent Company shall be limited responsible for all reasonable expenses related 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 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, 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 and preparing and delivering all placement agent and selling documents, including, including but not limited to, the Agency Agreement costs of preparing and duplicating the Term Sheet and all exhibits thereto; the costs of preparing, printing and filing with the Securities and Exchange Commission (the "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 Agent and the Agency Agreement, Subscription Agreements, Warrant agreements, blue sky memorandum; Note memorandum and Warrant stock and warrant certificates; (ii) blue sky fees, filing fees and the legal fees (up to $2,500) 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 (or, at the option 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 (the "Placement Agent expenses") other than legal fees in connection with blue sky matters as to which are reimbursable by fees the Company up to $25,000 (exclusive of fees shall be responsible and expenses of counsel to the Placement Agent which are also reimbursable by the Companyany items designated above as Company Expenses). Such prepaid expense allowances shall be non-refundable. If the proposed financing is not completed because the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), prevents it or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representationsany covenants, warrantiesrepresentations or warranties contained herein, or covenants in this Agreement or in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, then the Company will be obligated shall pay to pay the Placement Agent liquidated damages a fee of one hundred thousand dollars ($120,000100,000) against which the $20,000, to reimburse the Placement Agent for its timeif previously paid, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of 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 limited to $25,000. The Placement Agent shall have no liability credited (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, 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 and preparing and delivering all placement agent and selling documents, including, including but not limited to, the Agency Agreement costs of preparing and duplicating the Term Sheet and all exhibits thereto; the costs of preparing, printing and filing with the SEC any registration statement described in Article V of the Subscription Agreement (a "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 Agent and the Agency Agreement, Subscription Agreements, blue sky memorandum; Note memorandum and Warrant stock certificates; (ii) blue sky fees, filing fees and the legal fees (up to $2,500) 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 (or, at the option 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 $25,000 (exclusive including legal fees of fees and expenses of counsel to the Placement Agent Agent's counsel (other than legal fees in connection with blue sky matters as to which are also reimbursable by the Companyfees BGDC shall be responsible and any items designated above as Companies Expenses). If the Company decides proposed financing is not to proceed with the Offering completed for any reason (other than Placement Agent's failure to close on reason, then the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will Companies shall be obligated to pay the Placement Agent liquidated damages of $120,000, to responsible for and shall reimburse the Placement Agent for its time, work and expenses up a fee equal to the sum of $25,000 and 100,000 in addition to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed all reasonable costs incurred in connection with the Offering other than for the reasons set forth above, the Company's obligation to reimburse the Placement Agent shall be limited 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 preparation of the Offering contemplated herebyDocuments (including, without limitation, attorney's fees, expenses and disbursements).

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 thereto; 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; (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 (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 $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 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 meet the General Conditions set forth in Paragraph 9 of the LOI, the Company will be obligated to pay the Placement Agent liquidated damages of $120,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and 50,000, exclusive of amounts theretofore paid pursuant to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common StockLOI (the "Expense Allowance"). If the Placement Agent Company decides not to proceed with the Offering for any reason after the Minimum Offering has been raised and is in escrow, the Company will be obligated to pay the Placement Agent a break-up fee 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 proceed with the proposed Offering for any reason (except for Placement Agent's failure to close the Offering after the Minimum Offering has been raised and is in escrow) and subsequently engages in any public offering, private placement, merger or other similar on or prior to May 26, 1999 (other than for the reasons set forth abovea transaction through Liberty Capital, the Company's obligation to reimburse then the Placement Agent shall be limited to $25,000receive the fees 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 (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 and thereto; 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 Notes 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 (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 accountable expense allowance set forth in Section 3(d) above, payable by the Company up to $25,000 (exclusive of fees and expenses of counsel to the Placement Agent which are also reimbursable by the Company)Agent. If the Private Placement is not completed because the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 of the letter of intent dated March 15, 1999 between the parties (the "LOI")), prevents it or if the Placement Agent decides not to proceed with the Offering because of a material breach by the Company of its representationsany such covenants, warrantiesrepresentations or warranties or, if the Company effects the contemplated acquisition of the assets from Difco or covenants repays the indebtedness incurred to effect such transaction without the use of the proceeds contemplated to be funded in this Agreement or Offering and the Placement Agent has at least $7,000,000 in the LOI or as a result of material adverse changes in the affairs of the Company, or failure to meet the General Conditions set forth in Paragraph 9 of the LOIan escrow account, the Company will be obligated shall pay to pay the Placement Agent liquidated damages of an amount equal to $120,000300,000 and, to reimburse in such event, the Placement Agent shall receive the Agent's Warrants for its timethe purchase of 100,000 shares of Common Stock of the Company 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, work and expenses up to the sum of $25,000 and to issue the Placement Agent has at least $7,000,000 in an escrow account, the Placement Agent will be entitled to receive, at the Company'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 12,500,000 100,000 shares of Common Stock exercisable at the then current market price of the 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 limited 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 Registration Statement, this Agreement, and all amendmentsthe Questionnaires to officers, supplements directors and exhibits thereto certain stockholders of the Company for the obtaining of information for the Registration Statement and preparing Preliminary and delivering all placement agent and selling documents, including, but not limited tofinal Prospectus, the Agency Agreement with fees of 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 AgentRepresentative's counsel incurred in connection with blue sky matters (the "Company Expenses"). Such expenses shall not include preparation of the 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 $25,000 (exclusive of fees printing and expenses of counsel furnishing to the Placement Agent which are also reimbursable by the Company). If the Company decides not to proceed with the Offering for any reason (other than Placement Agent's failure to close on the Offering in the time frame set forth in Paragraph 1 Representative copies of the letter of intent dated March 15, 1999 between the parties (the "LOI")), or if the 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 Registration Statements and copies of the Company, Preliminary and final Prospectus as herein provided and the cost of qualifying the Shares under the state securities or failure to meet Blue Sky laws as provided in Section 5.4 herein and the General Conditions set forth in Paragraph 9 laws of the LOIRepublic of Italy and any other applicable foreign jurisdiction, including filing fees. In addition to the above, the Company will be obligated shall also pay all expenses, up to pay the Placement Agent liquidated damages a maximum of $120,00015,000, to reimburse the Placement Agent for its time, work and expenses up to the sum of $25,000 and to issue the Placement Agent Agent's Warrants to purchase 12,500,000 shares of Common Stock. If the Placement Agent decides not to proceed incurred in connection with the Offering placement of a "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 than 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 reasons set forth aboveRepresentative's corporate manager's meeting after the completion of the Offering, and the Company's obligation to reimburse the Placement Agent Company shall be limited responsible for all reasonable expenses related 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 herebysuch meeting.