Common use of NON-GUARANTEE Clause in Contracts

NON-GUARANTEE. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO SUCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARTANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENT FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT CLIENT IS NOT REQUIRED TO MAKE EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT. Agreed, CLIENT'S INITIALS:________

NON-GUARANTEE. CFG NTX MAKES NO GUARANTEE THAT CFG NTX WILL BE ABLE TO SUCESSFULLY MARKET ------------- SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN SECURE CONSUMMATE A LOAN MERGER OR INVESTMENT FINANCING ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY PROCURE COMPLETE SUCH LOAN OR INVESTMENT A TRANSACTION WITHIN CLIENTS CLIENT'S DESIRED TIMEFRAME OR TO GUARTANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMSTIME FRAME. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG NTX BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS NEEDS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED. THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT CLIENT 3. COMPENSATION TO NTX. ---------------------- 3.1 ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT. As consideration ------------------------------------------------ for NTX entering into this Agreement, Client agrees to cause 40,000,000 shares of its common stock, par value $.001 per share, to be issued in amounts of 20,000,000 shares to George R. Lefevre and 20,000,000 shares to Scott W. Absher, affxxxxxxx xx XXX. Xhen issued, said shares shall be xxxx xxxding shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The registration and issuance of said shares shall take place by no later than 15 days following the execution and delivery of this Agreement, and all costs in connection therewith shall be borne by Client. In addition, Client hereby irrevocably grants to NTX an Option to purchase any part or all of an aggregate of 40,000,000 shares of its common stock. The purchase price of the shares of common stock subject to the Option shall be $.001 per share without commission or other charge. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Client's corporate secretary or the corporate secretary's office during the twelve (12) month time period immediately following the date of this agreement, all of the following: ( a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, and (b) (i) Full payment (in cash or by check) for the shares with respect to which such Option or portion thereof is exercised; or (ii) Shares of Common Stock owned by the Optionee duly endorsed for transfer to the Company, or, shares of Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which the Option or portion thereof is exercised. NOTE: NTX SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT REQUIRED TO MAKE EXCLUSIVE USE RECEIVED BY NTX WITHIN 15 DAYS OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT. 3.2 FEES FOR MERGER/ACQUISITION. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF In the event that NTX, assists CLIENT --------------------------- and / or introduces CLIENT (or a CLIENT affiliate) to any third party, merger partner(s) or joint venture(s) who then enters into a merger, joint venture or similar agreement with CLIENT or CLIENT'S PROJECT's affiliate, CLIENT hereby agrees to pay NTX advisory fees pursuant to the following schedule which are based on the aggregate amount of such merger, joint venture or similar agreement with CLIENT or CLIENT's affiliate. AgreedAdvisory fees are deemed earned and shall be due and payable at the first close of the transaction, CLIENT'S INITIALS:________however, in certain circumstances when payment of advisory fees at closing is not possible, within 24 hours after CLIENT has received the proceeds of such investment. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and payable for any funding, underwriting, merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above. MERGER/ACQUISITION. For a merger/acquisition entered into by CLIENT as a ------------------- result of the efforts of, or an introduction by NTX during the term of this Agreement, Client shall pay NTX, ten (10) percent of the total value of the transaction. For a merger/acquisition entered into by CLIENT as a result of the efforts of NTX and the introduction by CLIENT during the term of this Agreement, Client shall pay NTX, ten (10) percent of the total value of the transaction. Such percentage(s) shall be paid to NTX in the same ratio of cash and / or stock as the transaction within 30 days following the close of such transaction.

NON-GUARANTEE. CFG NTX MAKES NO GUARANTEE THAT CFG NTX WILL BE ABLE TO SUCESSFULLY MARKET ------------- SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN SECURE CONSUMMATE A LOAN MERGER OR INVESTMENT FINANCING ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY PROCURE COMPLETE SUCH LOAN OR INVESTMENT A TRANSACTION WITHIN CLIENTS CLIENT'S DESIRED TIMEFRAME OR TO GUARTANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMSTIME FRAME. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG NTX BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS NEEDS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED. THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT CLIENT 3. COMPENSATION TO NTX. ---------------------- 3.1 ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT. As consideration ------------------------------------------------ for NTX entering into this Agreement, Client agrees to cause 40,000,000 shares of its common stock, par value $.001 per share, to be issued in amounts of 20,000,000 shares to George R. Lefevre and 20,000,000 shares to Scott W. Absher, affxxxxxxx xx XXX. Xhen issued, said shares shall be xxxx xxxding shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The registration and issuance of said shares shall take place by no later than 15 days following the execution and delivery of this Agreement, and all costs in connection therewith shall be borne by Client. In addition, Client hereby irrevocably grants to NTX an Option to purchase any part or all of an aggregate of 40,000,000 shares of its common stock. The purchase price of the shares of common stock subject to the Option shall be $.001 per share without commission or other charge. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Client's corporate secretary or the corporate secretary's office during the twelve (12) month time period immediately following the date of this agreement, all of the following: ( a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, and (b) (i) Full payment (in cash or by check) for the shares with respect to which such Option or portion thereof is exercised; or (ii) Shares of Common Stock owned by the Optionee duly endorsed for transfer to the Company, or, shares of Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which the Option or portion thereof is exercised. NOTE: NTX SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT REQUIRED TO MAKE EXCLUSIVE USE RECEIVED BY NTX WITHIN 15 DAYS OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT. 3.2 FEES FOR MERGER/ACQUISITION. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF In the event that NTX, assists CLIENT --------------------------- and / or introduces CLIENT (or a CLIENT affiliate) to any third party, merger partner(s) or joint venture(s) who then enters into a merger, joint venture or similar agreement with CLIENT or CLIENT'S PROJECT's affiliate, CLIENT hereby agrees to pay NTX advisory fees pursuant to the following schedule which are based on the aggregate amount of such merger, joint venture or similar agreement with CLIENT or CLIENT's affiliate. AgreedAdvisory fees are deemed earned and shall be due and payable at the first close of the transaction, CLIENT'S INITIALS:________however, in certain circumstances when payment of advisory fees at closing is not possible, within 24 hours after CLIENT has received the proceeds of such investment. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and payable for any funding, underwriting, merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above.

NON-GUARANTEE. CFG LIPO MAKES NO GUARANTEE THAT CFG LIPO WILL BE ABLE TO SUCESSFULLY SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARTANTEE GUARANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG LIPO BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES HERETO CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IT IS NOT REQUIRED TO MAKE EXCLUSIVE USE OF CFG LIPO FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG LIPO HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG LIPO HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT. Agreed, CLIENT'S CLIENT INITIALS:__ [initial]________

NON-GUARANTEE. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO SUCESSFULLY SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN CLIENTS CLIENT'S DESIRED TIMEFRAME OR TO GUARTANTEE GUARANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES HERETO CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IT IS NOT REQUIRED TO MAKE EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT. Agreed, CLIENT'S CLIENT INITIALS:: ______________

NON-GUARANTEE. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO SUCESSFULLY SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN CLIENTS CLIENT'S DESIRED TIMEFRAME OR TO GUARTANTEE GUARANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED. THE PARTIES HERETO CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT IT IS NOT REQUIRED TO MAKE EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT. Agreed, CLIENTCLIENT INITIALS: DBH --- 3. Compensation to CFG. 3.1 CEEG will pay for services described herein. The fees shown below (which summarize those outlined in 3.2, 3.3 and 3.4 below) shall be payable as follows: A] INITIAL PAYMENT DUE UPON ACCEPTANCE OF THIS INVESTMENT BANKING RIDER AGREEMENT: = 40,000 UNREGISTERED CEEG SHARES B] 5% Commission on successful Capital Formation (DIRECT INVESTMENT) AND MERGERS /ACQUISITIONS 1] In addition, in the event of a successful merger or acquisition transaction, CFG shall receive 3% of the value of any combined, merged, or surviving entity (whichever is larger) in the form of the surviving entity's free trading stock. C] DUE ON AUGUST 1, 2000 = 40,000 UNREGISTERED CEEG SHARES D] DUE IN NOVEMBER 1, 2000 = 40,000 UNREGISTERED CEEG SHARES E] DUE IN FEBRUARY 1, 2001 = 40,000 UNREGISTERED CEEG SHARES CEEG shall have no obligation to make the payments listed in Section 3.1(C), (D), and (E) if this Agreement is terminated prior to the dates such payments become due. CEEG understands that such amounts shall become due on such dates as long as this Agreement has not been terminated, and CEEG will continue to be responsible for such amounts after termination of this Agreement until such amounts are paid. NOTE: CFG SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT RECEIVED BY CFG WITHIN 7 DAYS OF MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, CFG'S INITIALS:________OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES [CASH AND STOCK] DUE TO CFG UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT.

NON-GUARANTEE. CFG NTX MAKES NO GUARANTEE THAT CFG NTX WILL BE ABLE TO SUCESSFULLY MARKET ------------- SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN SECURE CONSUMMATE A LOAN MERGER OR INVESTMENT FINANCING ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY PROCURE COMPLETE SUCH LOAN OR INVESTMENT A TRANSACTION WITHIN CLIENTS CLIENT'S DESIRED TIMEFRAME OR TO GUARTANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMSTIME FRAME. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG NTX BY CLIENT PURSUANT TO FEE AGREEMENT AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OUTCOME OF CLIENT'S FUNDING REQUESTS NEEDS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED. THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT CLIENT 3. COMPENSATION TO NTX. --------------------- 3.1 ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT. As consideration ------------------------------------------------ for NTX entering into this Agreement, Client agrees to cause 8,000,000 shares of its common stock, par value $.001 per share, to be issued in amounts of 4,000,000 shares to Xxxxxx X. Xxxxxxx and 4,000,000 shares to Xxxxx Xxxxxx, affiliates of NTX. When issued, said shares shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The registration and issuance of said shares shall take place by no later than 15 days following the execution and delivery of this Agreement, and all costs in connection therewith shall be borne by Client. NOTE: NTX SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT REQUIRED TO MAKE EXCLUSIVE USE RECEIVED BY NTX WITHIN 15 DAYS OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT. 3.2 FEES FOR MERGER/ACQUISITION. CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF In the event that NTX, assists CLIENT --------------------------- and / or introduces CLIENT (or a CLIENT affiliate) to any third party, merger partner(s) or joint venture(s) who then enters into a merger, joint venture or similar agreement with CLIENT or CLIENT'S PROJECT's affiliate, CLIENT hereby agrees to pay NTX advisory fees pursuant to the following schedule which are based on the aggregate amount of such merger, joint venture or similar agreement with CLIENT or CLIENT's affiliate. AgreedAdvisory fees are deemed earned and shall be due and payable at the first close of the transaction, CLIENT'S INITIALS:________however, in certain circumstances when payment of advisory fees at closing is not possible, within 24 hours after CLIENT has received the proceeds of such investment. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and payable for any funding, underwriting, merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above. MERGER/ACQUISITION. For a merger/acquisition entered into by CLIENT as a ------------------- result of the efforts of, or an introduction by NTX during the term of this Agreement, Client shall pay NTX, ten (10) percent of the total value of the transaction. For a merger/acquisition entered into by CLIENT as a result of the efforts of NTX and the introduction by CLIENT during the term of this Agreement, Client shall pay NTX, eight (8) percent of the total value of the transaction. Such percentage(s) shall be paid to NTX in the same ratio of cash and / or stock as the transaction.