Common use of Fees; Expenses Clause in Contracts

Fees; Expenses. a. The Company shall pay to Peak One Investments, LLC a non-accountable fee (the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the expenses and analysis performed in connection with the analysis of the Company and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") in the amount of $10,000 and will also pay 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of invoice therefor.

Fees; Expenses. a. The Company shall Pledgor will pay to Peak One Investments, LLC a non-accountable fee the Collateral Agent and the Securities Intermediary in accordance with the terms of the Fee Letter attached hereto as Exhibit D hereto (the "Due Diligence FeeFee Letter") compensation for all services rendered by the Collateral Agent and the Securities Intermediary hereunder. In addition, the Pledgor will upon demand pay to the Collateral Agent and the Securities Intermediary the amount of $10,000 any and 15,000 shares all reasonable fees and expenses, including the reasonable fees and expenses of Restricted Stock to cover their respective counsel and of any experts and agents, which the expenses Collateral Agent and analysis performed the Securities Intermediary may incur in connection with (a) the analysis administration of this Agreement, (b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Company Collateral, (c) the investment or reinvestment of any income, proceeds or payments in respect of the Collateral received by the Collateral Agent and/or Securities Intermediary pursuant to the terms of this Agreement, (d) the exercise or enforcement of any of the rights of the Collateral Agent and Securities Intermediary hereunder or (e) the failure by the Pledgor to perform or observe any of the provisions hereof. It is understood that the compensation of the Collateral Agent and the propriety Securities Intermediary may be reasonably adjusted from time to time to conform with their current guidelines (including, without limitation, fees, expenses and disbursements of counsel). The Collateral Agent and the Buyer's making Securities Intermediary shall look solely to the contemplated investmentPledgor for payment of their respective costs, it being understood fees and agreed that the Company has not disclosed, expenses and shall not disclosehave any right to reimburse themselves for any fees or expenses from the Collateral and may not sell, convey or otherwise dispose of any material nonpublic information in connection with Collateral for such due diligence analysis. b. purpose. The Company will pay the legal fees rights of the Buyer's counsel (Collateral Agent and Securities Intermediary to payment under this Section 15 shall survive notwithstanding the "Legal Fees") in termination of this Agreement or the amount of $10,000 and will also pay 100% resignation or removal of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations Collateral Agent or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement))Intermediary. c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of invoice therefor.

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at the first Closing under this Offering, the Company shall cause 1,000,000 shares of Common Stock (in the form of restricted securities and appropriately legended) to be issued to the Placement Agent or to such persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated February 22, 2005 between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $10,000 to such counsel at the first Closing, and in that connection hereby authorizes the Placement Agent to deduct such amount from the proceeds of the first Closing and transmit same to the Placement Agent’s legal counsel. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $10,000 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (as defined in the Registration Rights Agreement) (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor.

Fees; Expenses. a. The Company (a) With respect to each Transition Service, Purchaser shall pay Iconix the service fee or other fees (“Fees”), if any, specified for such Transition Service on Schedule A for each month during which such Transition Service is provided hereunder. Purchaser agrees to Peak One Investmentspay to Iconix amounts equal to any sales, LLC services or other Taxes that Purchaser (or its Affiliates) is required to withhold from the Fees and remit to a nonGovernmental Entity. The Parties hereto further agree that no Party hereto shall be required to pay any personal property Taxes of the other Party hereto on property owned or leased by a Party hereto. (b) Purchaser shall reimburse Iconix for any reasonable documented out-accountable fee (the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock of-pocket expenses payable to cover the expenses and analysis performed Third Parties, including all travel expenses, which are incurred by Iconix or its Affiliates in connection with the analysis its provision of the Company Transition Services (“Expenses”); provided, however, that any Expense greater than $1,000 USD shall only be reimbursed upon Purchaser’s prior written approval of such Expense. (c) In addition to any amounts otherwise due Iconix as set forth on Schedule A, Iconix shall submit an accounting and the propriety invoice to Purchaser for all other amounts due to Iconix pursuant to this Section 3 as of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees end of the Buyer's counsel (the "Legal Fees") each calendar month included in the amount of $10,000 Term and will also pay 100% of the disbursements actually incurred by counsel such other amounts shall be paid to the Buyer and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents Iconix within thirty (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (1030) days of Purchaser’s receipt of the invoice. Promptly following Purchaser’s receipt of a monthly invoice, Purchaser shall within twenty (20) days of receipt of Iconix’s invoice therefornotify Iconix in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Iconix shall research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Purchaser. In the event that the Parties mutually agree that any amount to the extent paid by Purchaser was not properly owed, Iconix will refund that amount to Purchaser within thirty (30) days of the delivery of such notice (or, alternatively, Iconix may deduct the dollar amount from the next monthly invoice submitted to the Purchaser).

Fees; Expenses. a. The (a) As consideration for the services listed on Schedule 1 (the “Services”), the Company shall pay to Peak One Investments, LLC a non-accountable fee AST the fees set forth on Schedule 2 (the "Due Diligence “Fees”). If the Company requests that AST provide additional services not contemplated hereby, the Company shall pay to AST fees for such services at AST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee"”; together with the Fees, the “Service Fees”). (b) The Company shall reimburse AST for all reasonable and documented expenses incurred by AST (including, without limitation, reasonable and documented fees and disbursements of $10,000 and 15,000 shares of Restricted Stock to cover the expenses and analysis performed counsel) in connection with the analysis of Services (the “Expenses”); provided, however, that AST shall receive written approval from the Company and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, for any material nonpublic information out-of-pocket expenses in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") in the amount excess of $10,000 and will also pay 100% of the disbursements actually incurred by counsel 5,000 (such approval not to the Buyer and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations be unreasonably delayed, withheld or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (bconditioned). The Company agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from AST. (c) The Company agrees and acknowledges that AST may adjust the Service Fees annually, on or about each anniversary date of this Agreement, by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one-half percent (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. (d) Upon termination of this Agreement for any reason, AST shall pay disbursements assist the Company with the transfer of records of the Buyer's legal counsel Company held by AST. AST shall be entitled to reasonable additional compensation and legal fees incurred reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates, if any, that are received after the Signing Closing Date within ten termination of this Agreement (10) days of invoice thereforthe “Record Transfer Services”). AST will perform the Record Transfer Services in a diligent and professional manner in accordance with generally accepted industry practice for the industry in which the Services are to be provided.

Fees; Expenses. a. The Company (a) As consideration for the services listed on Schedule 1 (the “Services”), the Fund shall pay to Peak One Investments, LLC a non-accountable fee AST the fees set forth on Schedule 2 (the "Due Diligence “Fees”). If the Fund requests that AST provide additional services not contemplated hereby, the Fund shall pay to AST fees for such services at AST’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee"”; together with the Fees, the “Service Fees”). (b) The Fund shall reimburse AST for all reasonable and documented expenses incurred by AST (including, without limitation, reasonable and documented fees and disbursements of $10,000 and 15,000 shares outside counsel, but only to the extent that the Sponsor has provided prior written approval regarding the engagement by AST of Restricted Stock to cover the expenses and analysis performed such outside counsel) in connection with the analysis of the Company and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel Services (the "Legal Fees") in “Expenses”); provided, however, that AST reserves the amount of $10,000 and will also pay 100% of the disbursements actually incurred by counsel right to the Buyer and invoiced by such on top of suchrequest advance payment for any out-of-pocket expenses. The Company further Fund agrees to pay all Service Fees and Expenses within thirty (30) days following receipt of an invoice from AST. (c) The Fund agrees and acknowledges that AST may adjust the reasonable legal fees Service Fees annually, on or about each anniversary date of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents this Agreement, by five percent (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)5%). c. The Company will pay (d) Upon termination of this Agreement for any reason, AST shall assist the Due Diligence Fee, Legal Fees and issue Fund with the required number transfer of shares of Restricted Stock on the Signing Closing Date. In furtherance records of the foregoing, in that connection, Fund held by AST. AST shall be entitled to record transfer services fee of $8,500 and reimbursement of any reasonable Expenses for the Company hereby authorizes the Buyer to deduct preparation and delivery of such amounts from the Purchase Price and transmit same records to the respective payee. Notwithstanding successor agent or to the foregoingFund, if and for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred maintaining records that are received after the Signing Closing Date within ten termination of this Agreement (10) days of invoice thereforthe “Record Transfer Services”).

Fees; Expenses. a. The 2.1 In consideration of the Services performed by Translucence, Company agrees to pay to Translucence the fees described in the Work Order for Services. Company shall reimburse Translucence for reasonable expenses that are (a) authorized in writing by Company, or (b) generally described in the Work Order, or this Agreement. 2.2 Translucence shall send applicable electronic invoices in accordance with the Work Order or as otherwise instructed by Company. Translucence’s Tax ID Number is 83- 1034324. Company shall pay to Peak One Investmentsall undisputed amounts within thirty (30) days after its receipt of the applicable invoice. Payment must be made without set-off or other deduction of any nature. The fees for Services is exclusive of any taxes (other than taxes on Translucence’s income) and other fees of any nature imposed by or under the authority of any government authority. In the event of an overdue payment (a “Payment Default”), LLC a non-accountable fee (the "Due Diligence Fee"a) interest of 0.33‰ will be accrued daily (12% per annum) of $10,000 and 15,000 shares of Restricted Stock to cover the expenses and analysis performed in connection with the analysis overdue payment as of the Company and the propriety date of the Buyer's making Payment Default and (b) Translucence may suspend the contemplated investmentprovision of the Services until the Payment Default is rectified by Company. If the Payment Default is not rectified within 30 days of written notice from Translucence to Company of such Payment Default, then it being understood will be deemed an incurable material breach of the Work Order and this Agreement, and Translucence may terminate the Work Order and this Agreement immediately. If the Work Order includes a payment for completion of a project stage or other kind of milestone, then Translucence shall notify Company promptly after the milestone is achieved. Company will be deemed to have agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") in the amount of $10,000 and will also pay 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date milestone was achieved unless it notifies Translucence otherwise within ten (10) days business days. Each milestone payment is designed to reflect fair value of invoice thereforthe corresponding Services, and is not dependent on any other milestone unless otherwise specified in the Work Order. 2.3 The parties hereby acknowledge and agree that the fees paid under this Agreement are consistent with the fair market value in arm’s length transactions and that Translucence’s receipt of such fees is in full compliance with all applicable laws, rules, and regulations. 2.4 All materials to be provided by Translucence to Company will be delivered FCA (carrier named by Company) (Incoterms 2010), including Deliverables (as defined below) produced under the Work Order, returned records and returned Company Information. For the avoidance of doubt, FCA (carrier named by Company) means Translucence is responsible for handing over the materials, cleared for export, to a carrier named by Company. Company assumes risk at hand over and pays all costs. All materials to be provided by Company to Translucence will be delivered DDP (site designated by Translucence) (Incoterms 2010), including any materials provided by Company. For the avoidance of doubt, DDP (site designated by Translucence) means Company is responsible for delivery to and unloading at the site designated by Translucence and pays all costs including import duties and taxes.

Fees; Expenses. a. 8.1 The fee shall be the sum set out in Xxxxxxxxxx Xxxxxx’x fee letter or email accompanying this agreement. Where no fixed fee is agreed, remuneration for the services, any additional services, variations or changes of instructions shall be on a time spent basis plus expenses and VAT at the prevailing rate. All monies due to the company are to be paid in £UK sterling, unless specifically declared otherwise. 8.2 Invoices will be issued in accordance with payment schedule contained within the fee letter or email accompanying this agreement, unless otherwise agreed in writing. Full payment of invoices will be due within 14 calendar days of receipt of the invoice unless otherwise stated. 8.3 The Company reserves the right to require a deposit payment from the Client. The deposit must be paid prior to the Company undertaking any work on the project. 8.4 In the case of more than one Client, or where the fee is to be allocated between Clients, the instructing Client shall pay be responsible for procuring payment of all fees and any sums due under this agreement, but each Client shall remain jointly and severally liable for the payment in total. Non-payment by any Client of any sum due to Peak One InvestmentsXxxxxxxxxx Xxxxxx Limited will be deemed to be a breach of this agreement. 8.5 The Company’s fee excludes the following; planning application, LLC a nonbuilding regulation application, local authority and survey fees. Such fees and costs shall be paid directly by the Client to the local authority or consultant concerned unless otherwise agreed. 8.6 Unless otherwise stated, the fee excludes all reimbursable costs and expenses reasonably incurred in the course of providing the service in respect of long-accountable fee (distance travel, overnight accommodation, subsistence, printing and other necessary expenses which will be charged in addition to the "Due Diligence Fee") fees. Exceptional items of $10,000 and 15,000 shares of Restricted Stock expenditure will be agreed prior to cover the expenses and analysis performed in connection expenditure with the analysis Client and Saddington Taylor Limited reserves the right to require payment in advance for such items. 8.7 The fee excludes any costs associated with copyright or licence fees. The Client shall be responsible for paying all fees in respect of copyright, approval licence and obtaining all other necessary permissions for all copyright materials prior to use by Xxxxxxxxxx Xxxxxx Limited. 8.8 Saddington Taylor Limited reserves the right to charge interest on any unpaid invoice after 30 calendar days from the date of invoice at a rate of 6% (above the Base Rate of The Bank of England plc.) per month. If any sums due to the company under this agreement have not been paid in full after 60 calendar days from the date of invoice, and no effective notice has been given by the Client, then without prejudice to any other rights of Xxxxxxxxxx Xxxxxx Limited, it may suspend performance of any or all of its services or obligations under this agreement by written notice to the Client stating the ground or grounds on which it is intended to suspend performance. Work would recommence upon receipt of payment. 8.9 Should Xxxxxxxxxx Xxxxxx Limited’s appointment be terminated before completion of the Company work, fees and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company expenses will pay the legal fees of the Buyer's counsel (the "Legal Fees") in be charged accordingly to the amount of $10,000 and will also pay 100% of the disbursements actually incurred by counsel work undertaken up to the Buyer and invoiced by such on top of such. The Company further agrees to pay point that the reasonable legal fees of the Buyer's counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's obligations or the exercise of the Buyer's remedies thereunder) or, if requested by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement))appointment was terminated. c. The Company 8.10 Xxxxxxxxxx Xxxxxx Limited will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if not be held liable for any reason any such Closings do not occur, then the Company shall remain liable consequential delay or costs arising where work ceases due to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements non-payment of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of invoice thereforoutstanding accounts.

Fees; Expenses. a. The 10.1 In consideration for their services hereunder, the Company shall agrees to pay to Peak One Investmentsthe Agents at the Closing Time on the Closing Date, LLC a non-accountable fee (the "Due Diligence FeeAGENCY FEE") equal to six per cent (6%) for each Offered Security subscribed for, including any Offered Shares purchased by the Agents as principals hereunder. 10.2 In further consideration of $10,000 and 15,000 shares their services hereunder, the Company hereby grants the Agents a non-transferable option (the "AGENTS' OPTION") to acquire such number of Restricted Stock Common Shares as is equal to cover 3% of the total number of Offered Shares sold under the Offering at a price per share equal to the purchase price of the Offered Shares. The Agents' Option will be exercisable by the Agents at any time until the second anniversary of the Closing Date. 10.3 Whether or not the transactions herein contemplated shall be completed, all expenses and analysis performed in connection with the analysis of the Company and the propriety Agents related to, or incidental to, the authorization, issue, delivery and sale of the Buyer's making the contemplated investment, it being understood Offered Shares and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information of or incidental to all other matters in connection with such due diligence analysis. b. The Company will pay the legal fees transactions herein set out shall be borne by the Company, including, without limitation, the cost of the Buyer's counsel (the "Legal Fees") in the amount direct travel expenses incurred on behalf of $10,000 and will also pay 100% officers of the disbursements actually incurred by counsel Company and the Agents with respect to any road shows, expenses payable in connection with the qualification of the Offered Securities for sale to the Buyer public, the fees and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees expenses of the BuyerCompany's counsel incurred after the Signing Closing Date counsel, all costs incurred in connection with the Transaction Documents (including enforcement preparation, printing and delivery of the Company's obligations or Preliminary Prospectus, the exercise Final Prospectus and any Supplementary Materials, including commercial copies thereof, of the Buyer's remedies thereunderdefinitive certificates representing or documents constituting the Offered Shares, any stock exchange listing fees, transfer agent and filing fees, reasonable fees and disbursements (up to a maximum of US$80,000 plus G.S.T. and all other applicable taxes) or, if requested of the Agents' counsel and the Agents' reasonable "out-of-pocket" expenses. All reasonable fees and expenses of the Agents shall be payable by the Buyer, review of Company at the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, Time or upon receipt by the Company hereby authorizes of a detailed invoice from BMO Nesbitt Burns and be payable whether or not the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of invoice thereforOffering is completxx.

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation (inclusive of expenses) equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at each Closing under this Offering, the Company shall cause shares of Common Stock (the “Placement Agent Shares”) equal to 20% of the aggregate gross Purchase Price paid for the Debentures at such Closing, valued at the closing bid price of the Common Stock on the relevant Closing Date, in the form of restricted securities and appropriately legended, to be issued to the Placement Agent or to such Persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated June 16, 2009, between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 7,500 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $5,000 to such counsel at the first Closing, and $2,500 to such counsel at the second Closing, and in that connection hereby authorizes the Placement Agent to deduct such amounts from the proceeds of the first and second Closings and transmit same to the Placement Agent’s legal counsel. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $7,500 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor.

Fees; Expenses. a. The (a) On or prior to August 1, 2009, and promptly from time to time afterward in connection with the Transactions contemplated hereby and as requested in writing by CEFL, the Company shall reimburse CEFL or any of its Affiliates for all reasonable, documented out-of-pocket expenses (including costs of due diligence and fees and expenses of legal counsel and other advisors) incurred by CEFL in connection with and in furtherance of the Transactions up to a maximum reimbursement of $5.0 million. (b) In the event that (i) the Board of Directors changes the Recommendation pursuant to its fiduciary duties in accordance with Section 4.2(f) and (ii) the Required Stockholder Proposals are not approved by the requisite vote of the Company’s stockholders at the Special Stockholder Meeting, the Company shall pay to Peak One Investments, LLC a non-accountable fee (each holder who tendered 2011 Notes and/or Springing Lien Notes during the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock Early Tender Period an amount in cash equal to cover the expenses and analysis performed in connection with the analysis of the Company and the propriety of the Buyer's making the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysis. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") in the amount of $10,000 and will also pay 1003% of the disbursements actually incurred by counsel aggregate principal amount of 2011 Notes and/or Springing Lien Notes that such holder tendered during the Early Tender Period. Any payment required to be made pursuant to this Section 6.2(b) shall be made to each holder of 2011 Notes and/or Springing Lien Notes in accordance with the Buyer terms and invoiced by such on top of such. The Company further agrees to pay the reasonable legal fees conditions of the Buyer's counsel incurred after Offer Document. (c) CEFL agrees that, if (i) the Signing Closing Date incurred Board of Directors changes the Recommendation pursuant to its fiduciary duties in connection accordance with Section 4.2(f), (ii) the Transaction Documents (including enforcement Company convenes the Special Stockholder Meeting and the Required Stockholder Proposals are not approved by the requisite vote of the Company's obligations or ’s stockholders at the exercise of Special Stockholder Meeting, (iii) the Buyer's remedies thereunderamounts set forth in Section 6.2(b) or, if requested are payable by the Buyer, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, the Company hereby authorizes the Buyer pursuant to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(aSection 6.2(b) and (b). The iv) such amounts are paid in full, CEFL shall be precluded from any other remedy against the Company, at law or in equity or otherwise, and CEFL shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Company or any of its directors, officers, employees, partners, managers, members, shareholders or Affiliates arising out of such change in the Recommendation; provided, that, for the avoidance of doubt, nothing contained herein shall pay disbursements limit or otherwise restrict CEFL’s or its Affiliates’ right to indemnification for third party claims pursuant to Section 6.9, to reimbursement of the Buyer's legal counsel expenses pursuant to Section 6.2(a) or right to seek specific performance pursuant to Section 6.16. (d) Except as otherwise specifically provided in this Section 6.2, each party shall bear its own costs and legal fees incurred after the Signing Closing Date within ten (10) days of invoice thereforexpenses.

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at the first Closing under this Offering, the Company shall cause 1,500,000 shares of Common Stock (in the form of restricted securities and appropriately legended) to be issued to the Placement Agent or to such persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated March 23, 2006 between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $10,000 to such counsel at the first Closing, and in that connection hereby authorizes the Placement Agent to deduct such amount from the proceeds of the first Closing and transmit same to the Placement Agent’s legal counsel. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $10,000 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor. [Signature page follows.]

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation (inclusive of expenses) equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at the initial Closing under this Offering, the Company shall issue an aggregate of 900,000 shares of Common Stock (the “Placement Agent Shares”), in the form of restricted securities and appropriately legended, to be issued to the Placement Agent or to such Persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated August 25, 2009 between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 15,000 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $15,000 to such counsel at the initial Closing under this Offering, and in that connection the Company and the Placement Agent shall authorize the deduction of such amount from the Escrow at the initial Closing and disbursement of the same to the Placement Agent’s legal counsel at the initial Closing. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $15,000 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor.

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation (inclusive of expenses) equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at the initial Closing under this Offering, the Company shall at each Closing issue shares of Common Stock (the “Placement Agent Shares”) in an amount equal to twenty percent (20%) of the gross proceeds of the Debentures issued and sold at such Closing (calculated using the closing bid price on the day of Closing), in the form of restricted securities and appropriately legended, to be issued to the Placement Agent or to such Persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated February 9, 2010 between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 12,500 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $12,500 to such counsel at the initial Closing under this Offering, and in that connection the Company and the Placement Agent shall authorize the deduction of such amount from the Escrow at the initial Closing and disbursement of the same to the Placement Agent’s legal counsel at the initial Closing. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $12,500 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor.

Fees; Expenses. a. At each Closing, the Placement Agent shall receive cash compensation equal to thirteen percent (13%) of the gross proceeds of the Debentures (payable at each Closing), and in addition, at the first Closing under this Offering, the Company shall cause 4,000,000 shares of Common Stock (in the form of restricted securities and appropriately legended) to be issued to the Placement Agent or to such persons as the Placement Agent shall designate to the Company in writing. The Company shall pay to Peak One Investments, LLC a non-accountable fee (also reimburse the "Due Diligence Fee") of $10,000 and 15,000 shares of Restricted Stock to cover the Placement Agent for expenses and analysis performed it incurs in connection with its services to the analysis Company in its capacity as Placement Agent in accordance with the terms of the agreement, dated November 4, 2005 between the Company and the propriety Placement Agent. The cash compensation and expenses shall be deducted from the proceeds of the Buyer's making sale of the contemplated investment, it being understood and agreed that the Company has not disclosed, and shall not disclose, any material nonpublic information in connection with such due diligence analysisDebentures at each Closing. b. The Company will pay the legal fees of the Buyer's counsel (the "Legal Fees") Placement Agent in the amount of $10,000 and will also pay the 100% of the disbursements actually incurred by counsel to the Buyer and invoiced by such on top of suchPlacement Agent. The Company further agrees will pay $10,000 to such counsel at the first Closing, and in that connection hereby authorizes the Placement Agent to deduct such amount from the proceeds of the first Closing and transmit same to the Placement Agent’s legal counsel. The Company will pay disbursements of the Placement Agent’s legal counsel within ten (10) days of invoice therefor. The $10,000 in respect of fees of the Placement Agent’s counsel shall include only those fees paid for services rendered up to the Final Closing Date, and any other reasonable legal fees of incurred by the Buyer's Placement Agent’s counsel incurred after the Signing Closing Date incurred in connection with the Transaction Documents (including enforcement of the Company's ’s obligations or the exercise of the Buyer's Placement Agent’s or the Buyers’ remedies thereunder) or, if requested by the BuyerPlacement Agent, review of the Registration Statement (as defined in the Registration Rights Agreement) (including review and comment on drafts thereof and advice concerning sales of Registrable Securities (as defined in the Registration Rights Agreement)). c. The Company will pay the Due Diligence Fee, Legal Fees and issue the required number of shares of Restricted Stock on the Signing Closing Date. In furtherance of the foregoing, in that connection, ) shall be payable by the Company hereby authorizes the Buyer to deduct such amounts from the Purchase Price and transmit same to the respective payee. Notwithstanding the foregoing, if for any reason any such Closings do not occur, then the Company shall remain liable to pay the Due Diligence Fee and Legal Fees as provided in Sections 13(a) and (b). The Company shall pay disbursements of the Buyer's legal counsel and legal fees incurred after the Signing Closing Date within ten (10) days of the invoice therefor.