Common use of Other Advice Clause in Contracts

Other Advice. In addition to the duties set out in SECTION 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows: LEGAL CONSIDERATION FEE ------------------- --- 1. $ -0- - $3,000,000 5% of legal consideration 2. $ 3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000 3. $ 4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000 4. above $ 5,000,000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.

Other Advice. In addition to the duties set out in SECTION Section 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows: LEGAL CONSIDERATION FEE Legal Consideration Fee ------------------- --- 1. $ -0- - $3,000,000 5% of legal consideration 2. $ 3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000 3. $ 4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000 4. above $ 5,000,000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.

Other Advice. In addition to the duties set out in SECTION 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows: LEGAL CONSIDERATION FEE ------------------- ---FEE 1. $ -0- - $3,000,000 5% of legal consideration 2. $ 3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000 3. $ 4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000 4. above $ 5,000,000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.