Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. The Trust shall bear all costs and expenses incident to the registration, issuance and delivery of the Securities, specifically all expenses and fees incident to preparation and filing of the registration statement and the amendments thereto, the Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMS. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by you. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously made or advanced by the Trust to you pursuant to this sub-paragraph (iii). To the extent the 3% Non- Accountable expense allowance equals or is less than $145,000 (resulting

Expenses of the Offering. The Trust shall bear all costs and expenses incident to the registration, issuance and delivery of the Securities, specifically all expenses and fees incident to preparation and filing of the registration statement and the amendments thereto, the Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMS. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by you. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- non-Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously made or advanced by the Trust to you pursuant to this sub-paragraph subparagraph (iii). To the extent the 3% Non- Non-Accountable expense allowance equals or is less than $145,000 (resultingresulting from gross offering proceeds of approximately $4,835,000 or less) the Trust shall pay you an amount equal to 3% of the actual gross offering proceeds, provided that if the aggregate amount advanced by the Trust to you pursuant to this sub-paragraph (iii) (up to $145,000) exceeds 3% of the gross offering proceeds, you shall be entitled to retain the entire amount of such previous advances without refund to the Trust. In the event the offering is canceled because the Trust elects not to proceed with the Offering for any reason (other than your failure to adequately perform), the Trust will pay all of your costs and expenses, including, but not in excess of, (a) the fee of $35,000 109 8 which has been advanced to you upon the signing of the Letter of Intent dated May 8, 1996 (b) any of the $10,000 monthly payment previously made (c) due diligence expense including third party reports that have been pre-approved and produced by such firms as Houlxxxx Xxxuation Advisors (d) Managing Dealer's Counsel legal fees (e) all costs related to the printing of the Prospectuses and other necessary marketing material (if previously approved by us). In the event the offering is canceled by you for a reason other than the one set forth in paragraph 9(b) the Trust's maximum obligation to Brookstreet Securities shall be limited to the amount (up to $145,000) advanced pursuant to this sub-paragraph. Such commissions, fees and expense allowances shall be paid or advanced by the Trust to you by the Escrow Holder out of the funds deposited in the Escrow Account on the applicable Closing Date. Notwithstanding the foregoing, if the Minimum Offering is not achieved, you will not receive any of the foregoing compensation, except for compensation negotiated and paid to you in connection with a transaction that occurs in lieu of the Minimum Offering as a result of your efforts, provided that you shall be entitled to reimbursement for your out-of-pocket accountable expenses actually incurred by you in connection with the Minimum Offering, if not achieved.

Expenses of the Offering. The Trust shall bear all costs and expenses incident to the registration, issuance and delivery of the Securities, specifically all expenses and fees incident to preparation and filing of the registration statement and the amendments thereto, the Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMSAMEX. The Trust shall not be required to pay or advance you more than $145,000 175,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by you; and 5) the $65,000 signing fee. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust Company will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 65,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- Accountable expense allowance exceeds $145,000 175,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000175,000) previously made or advanced by the Trust to you pursuant to this sub-paragraph (iii). To the extent the 3% Non- Accountable expense allowance equals or is less than $145,000 175,000 (resulting

Expenses of the Offering. The Trust shall bear all costs and expenses incident to the registration, issuance and delivery of the Securities, specifically all expenses and fees incident to preparation and filing of the registration statement and the amendments thereto, the Trust's counsel fees for qualification of the offering under state securities laws in such states as may be designated by you, the fees and reimbursements of counsel and the accountants for the Trust, the cost of printing the registration statement and such number of "Red Herrxxx" xxospectuses as we may determine to be appropriate, fees of the Trust's transfer agent and registrar, the filing fee with the SEC and the National Association of Securities Dealers and all such cost and fees of listing the Common Stock on NASDAQ-NMSAMEX. The Trust shall not be required to pay or advance you more than $145,000 for the following: 1) due diligence expense; 2) Managing Dealer's counsel legal fees; 3) printing of the prospectuses and supplements thereto and other necessary marketing material; and 4) $10,000 per month non-accountable expenses provided below which shall be paid by you; and 5) the $35,000 signing fee. All of your other expenses shall be borne by you to be reimbursed to you only from the proceeds of the offering up to a maximum of 3% of the offering proceeds as set forth in sub-subparagraph (b), below. The Trust will reimburse you from the proceeds of the Offering an amount equal to 3% of the gross Offering proceeds. In addition to the $35,000 signing fee described below, the Trust agrees to advance the sum of $10,000 per month for up to eleven (11) months commencing on the date you give your consent to proceed with the Offering, which consent shall be given within 10 days of the Trust's receipt of the initial comments of the SEC. Such payment shall not include payment for general overhead, salaries, supplies or similar expenses of the Underwriter included in the normal conduct of business. Such amount shall be considered a reasonable advance against out-of-pocket accountable expenses actually anticipated to be incurred by the Underwriter, which advance is reimbursable to the Trust to the extent not actually incurred. Upon conclusion of the offering the exact amount of the 3% Non-Accountable expense allowance shall be calculated. To the extent the 3% non- Accountable expense allowance exceeds $145,000 there shall be deducted from the amount due to you the amount of the expense reimbursement payment (up to $145,000) previously made or advanced by the Trust to you pursuant to this sub-paragraph (iii). To the extent the 3% Non- Accountable expense allowance equals or is less than $145,000 (resulting