Common use of PAYMENT BY COMPANY OF EXPENSES Clause in Contracts

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out of pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement and all other documents relating to the Placement, and any supplements or amendments thereto, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or the securing of an exemption therefrom under state or foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" matters; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing"); the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all road show expenses, travel, and other related expenses in an aggregate amount not exceeding $5,000. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses in excess of $1,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out expenses of the Company and the Placement Agent relating to the Placement, including legal fees actually incurred by the Placement Agent not to exceed thirty thousand ($30,000) dollars ($5,000 of which was paid simultaneously with the execution of the letter of intent by and between the Company and the Placement Agent dated April 18, 2005), plus all reasonable out-of-pocket expenses incurred by counsel to the Placement Agent and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memorandum and all other documents relating to the Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARESPlacement Agent Warrant Shares"), or the securing of an exemption therefrom under state or foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" matters; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing"); the (iv) the legal fees with respect to the COBRA Filing in an amount of equal to $5,000 in connection with to be provided by counsel to the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing Placement Agent; (v) all Escrow Agent fees; and (vi) all road show expenses, travel, and other related expenses in an aggregate amount not exceeding $5,000expenses. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses (other than the Placement Agent's legal or other professional fees) in excess of $1,000 3,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, the fees and disbursements of legal counsel to the Placement Agent in connection with the Registration Statement (as defined below) as contemplated by Section 9(p) hereof shall be separate from and in addition to the foregoing fees.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agentto Maxim, as the case may be, and whether or not any Units Securities are sold in connection with the PlacementPrivate Placement , all out expenses of the Company and Maxim relating to the Private Placement and any Transactions (including all reasonable legal fees incurred by Maxim) and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement Maxim relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memoranda and all other documents relating to the Private Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the issuance, sale, transfer and delivery of the Private Placement Securities, including any transfer or other taxes payable thereon and the fees of any transfer agent or registrar; (iii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of Securities pursuant to the Debentures (the "Debenture Shares") Resale Registration or otherwise and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or for the securing of an exemption therefrom under state or of foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units Securities and the fees and disbursements of counsel to the Placement Agent Maxim in connection with such "blue sky" matters; (iiiiv) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all road show expenses, travel, legal, and other related expenses in an aggregate amount not exceeding $5,000. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses (other than Maxim's legal or other professional expenses) in excess of $1,000 2,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out expenses of the Company and the Placement Agent relating to the Placement, including legal fees incurred by the Placement Agent not to exceed fifty thousand ($50,000) dollars ($7,500 of which was paid simultaneously with the execution of the letter of intent by and between the Company and the Placement Agent dated September 15, 2004), plus all out-of-pocket expenses incurred by counsel to the Placement Agent and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memorandum and all other documents relating to the PlacementPlacement (estimated to be two thousand dollars ($2,000)), and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARESPlacement Agent Warrant Shares")) , or the securing of an exemption therefrom under state or of foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" matters; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (viv) all road show expenses, travel, and other related expenses in an aggregate amount not exceeding $5,000expenses. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses (other than the Placement Agent's legal or other professional expenses) in excess of $1,000 2,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, the fees and disbursements of legal counsel to the Placement Agent in connection with the Registration Statement (as defined below) as contemplated by Section 9(p) hereof shall be separate from and in addition to the foregoing fees.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse to the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out of pocket expenses of the Company and the Placement Agent relating to the Placement (including all reasonable legal fees incurred by the Placement Agent) and all other reasonable out-of-pocket expenses of the Placement Agent relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memorandum and all other documents relating to the Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the issuance, sale, transfer and delivery of the Units and the Securities contained therein, including any transfer or other taxes payable thereon and the fees of any transfer agent or registrar; (iii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), Securities or the securing of an exemption therefrom under state or of foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units Securities and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" matters; (iiiiv) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all road show expenses, travel, legal, and other related expenses in an aggregate amount not exceeding $5,000. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses (other than Placement Agent's legal or other professional expenses) in excess of $1,000 2,500 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse to the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out expenses of the Company and the Placement Agent relating to the Placement, including legal fees incurred by the Placement Agent plus out-of-pocket expenses incurred by counsel to the Placement Agent and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memorandum and all other documents relating to the Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or the securing of an exemption therefrom under state or of foreign "“blue sky" ” or securities laws, including, without limitation, filing fees payable in the jurisdictions in which an exemption is sought and mailing expenses related to such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" mattersfilings; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (viv) all road show expenses, travel, and other related expenses filing fees payable to the NASD in an aggregate amount not exceeding $5,000. Regardless of who pays connection with any required filings made by the initial expense Placement Agent to the NASD with respect to all such out-of-pocket expenses, the registration by the Company of the Securities on behalf of Investors and the Placement Agent’s securities, as well as the legal expenses of counsel to the Placement Agent of $5,000 related to the NASD filing; and (vii) the legal fees of the Placement Agent’s counsel, which fees shall promptly reimburse such be equal to $35,000, of which $5,000 has been previously paid and the remainder shall be paid out of the proceeds of this offering.. Any expenses if such expenses are not paid by it. Any such expenses (other than Placement Agent’s legal or other professional expenses) in excess of $1,000 2,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, the fees and disbursements of legal counsel to the Placement Agent in connection with the Registration Statement (as defined below) as contemplated by Section 8(p) hereof shall be separate from and in addition to the foregoing fees. Further, all expenses shall be payable out of the proceeds of this offering. The Placement may be terminated: (i) by the Placement Agent and the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that if: (a) in the opinion of the Placement Agent, the Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives written notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, the Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty, agreement or covenant made by it in this Agreement, any Subscription Document or any other document relating to the Placement and, in the case of a covenant, the Company has not cured any such breach after the expiration of seven (7) days written notice sent by the Placement Agent to the Company; or (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“NASD”) or by order of the Securities and Exchange Commission (“SEC”) or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (vii) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Memorandum, including, without limitation, the commencement of any investigation by a government agency or any allegations of a failure of internal controls; or (viii) if there shall have been such material adverse general market conditions as in the Placement Agent’s reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out of pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement and all other documents relating to the Placement, and any supplements or amendments thereto, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or the securing of an exemption therefrom under state or foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" matters; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing"); the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (viv) all road show expenses, travel, and other related expenses in an aggregate amount not exceeding $5,000expenses. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses in excess of $1,000 3,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agent, as the case may be, and whether or not any Units Securities are sold in connection with the PlacementPrivate Placement , all out of pocket expenses of the Placement Agent Company relating to the Placement relating to activities under this AgreementPrivate Placement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution reproduction and mailing filing of the Securities Purchase Agreement Offering Documents and all other documents relating to the Private Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the issuance, sale, transfer and delivery of the Private Placement Securities, including any transfer or other taxes payable thereon and the fees of any transfer agent or registrar; (iii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion Securities pursuant to the resale registration statement required to be filed in connection with the sale of the Debentures (the "Debenture Shares") Securities or otherwise and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or for the securing of an exemption therefrom under state or foreign "“blue sky" ” or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "“blue sky surveys" ” relating to the offer and sale of the Units and the fees and disbursements of counsel to the Placement Agent in connection with such "blue sky" mattersSecurities; (iiiiv) the filing fees, if any, payable to the applicable securities regulatory authorities authorities, including, but not limited to, the NASD FINRA in connection with filings made via the NASD's COBRADesk FINRA’s CobraDesk filing system (the "COBRA Filing")system; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all road show expensesexpenses of the Company, travel, travel for Company employees and other related expenses in an aggregate amount not exceeding $5,000of the Company. Regardless of who pays The Company will pay or promptly reimburse Maxim, as the initial expense with respect to case may be for all such reasonable out-of-pocket expenses, expenses of Maxim relating to activities under this Agreement (including legal fees incurred by Maxim) in an amount not to exceed $25,000 in the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses in excess of $1,000 shall be subject to prior approval by the Companyaggregate, which approval shall not amount will be unreasonably withheld or delayedoffset against the non-accountable expense allowance referred to in Section 3(b) and 3(c) hereof.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement AgentAgent at each Closing for, as the case may be, all reasonable and whether or not any Units are sold in connection with the Placement, all out of pocket documented expenses of the Company and the Placement Agent relating to the Placement (including, without limitation, all reasonable and documented legal fees and disbursements and all reasonable and documented travel and other reasonable and documented out-of-pocket expenses incurred by the Placement Agent (exclusive of any fees and expenses related to “blue sky” filings) unless otherwise approved in writing by the Company) and all other reasonable and documented out-of-pocket expenses of the Placement Agent relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Offering Documents and all other documents relating to the Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the public registration issuance, sale, transfer and listing ofdelivery of the Securities, including any transfer or other taxes payable thereon and the fees of any transfer agent or registrar; (iii) the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), Securities or the securing of an exemption therefrom under state or of foreign "“blue sky" ” or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "“blue sky surveys" ” relating to the offer and sale of the Units Securities and the reasonable and documented fees and disbursements of counsel to the Placement Agent in connection with such "“blue sky" ” matters, unless the Company shall incur such expenses directly; (iiiiv) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all reasonable and documented road show expenses, travel, and other related expenses expenses; provided however that the Company’s reimbursement obligations pursuant to clause (vi) shall not exceed, in an aggregate amount not exceeding the aggregate, $5,000. Regardless 60,000 without the prior written consent of who pays the initial expense with respect to all such out-of-pocket expenses, Company and the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses in excess of $1,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayedresponsible for the expenses of any Investors in the Placement.

PAYMENT BY COMPANY OF EXPENSES. The Company will pay for or promptly reimburse the Placement Agentto Maxim, as the case may be, and whether or not any Units Securities are sold in connection with the PlacementPrivate Placement , all out expenses of the Company and Maxim relating to the Private Placement (including all reasonable legal fees incurred by Maxim) and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement Maxim relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Offering Documents and all other documents relating to the Private Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the issuance, sale, transfer and delivery of the Private Placement Securities, including any transfer or other taxes payable thereon and the fees of any transfer agent or registrar; (iii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion Securities pursuant to the resale registration statement required to be filed in connection with the sale of the Debentures (the "Debenture Shares") Securities or otherwise and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), or for the securing of an exemption therefrom under state or foreign "blue sky" or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "blue sky surveys" relating to the offer and sale of the Units Securities and the fees and disbursements of counsel to the Placement Agent Maxim in connection with such "blue sky" matters; (iiiiv) the filing fees, if any, payable to the applicable securities regulatory authorities authorities, including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk CobraDesk filing system (the "COBRA Filing")system; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (vi) all road show [MAXIM GROUP LOGO] XStream Beverage Network, Inc. June 30, 2005 Page 7 of 34 expenses, travel, legal in connection with the Private Placement (in a fixed amount of $30,000), and other related expenses in an aggregate amount not exceeding $5,000. Regardless of who pays the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses (other than Maxim's legal or other professional expenses) in excess of $1,000 3,000 shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, the fees and disbursements of legal counsel to Maxim in connection with the Registration Statement (as defined below) as contemplated by Section 9(c) hereof shall be separate from and in addition to the foregoing fees.

PAYMENT BY COMPANY OF EXPENSES. (a) The Company will pay for or promptly reimburse to the Placement Agent, as the case may be, and whether or not any Units are sold in connection with the Placement, all out reasonable expenses of the Company and the Placement Agent relating to the Placement, including actual legal fees incurred by the Placement Agent plus out-of-pocket expenses incurred by counsel to the Placement Agent and all other reasonable out-of-pocket expenses of the Placement Agent relating to the Placement relating to activities under this Agreement, including, without limitation: (i) the preparation, printing, reproduction, filing, distribution and mailing of the Securities Purchase Agreement Memorandum and all other documents relating to the Placement, and any supplements or amendments thereto, including the fees and expenses of counsel to the Company, and the cost of all copies thereof; (ii) the public registration and listing of, or the registration and qualification of the Shares issuable upon conversion of the Debentures (the "Debenture Shares") and the Warrant Shares and the shares of Common Stock underlying the Placement Agent Warrants (the "PLACEMENT AGENT WARRANT SHARES"), Units or the securing of an exemption therefrom under state or of foreign "“blue sky" ” or securities laws, including, without limitation, filing fees payable in the jurisdictions in which such registration or qualification or exemption therefrom is sought, the costs of preparing preliminary, supplemental and final "“blue sky surveys" ” relating to the offer and sale of the Units Securities and the fees and disbursements of counsel to the Placement Agent in connection with such "“blue sky" ” matters; (iii) the filing fees, if any, payable to the applicable securities regulatory authorities including, but not limited to, the NASD in connection with filings made via the NASD's COBRADesk filing system (the "COBRA Filing")authorities; the (iv) the legal fees in an amount of $5,000 in connection with the COBRA Filing and in the amount not exceeding $5,000 in connection with the "blue sky" filings, each of which shall be paid at the Closing (v) all Escrow Agent fees; and (viv) all road show expenses, travel, legal, and other related expenses. All expenses in an aggregate amount not exceeding $5,000. Regardless of who pays incurred by the initial expense with respect to all such out-of-pocket expenses, the Company shall promptly reimburse such expenses if such expenses are not paid by it. Any such expenses in excess of $1,000 Placement Agent shall be subject to prior approval by the Company, which approval shall not be unreasonably withheld or delayed, and shall be invoiced and due upon receipt. All unpaid expenses due the Placement Agent will be deducted from the proceeds of a Closing and are subject to applicable charges pursuant to Section 4(c). (b) In addition to its obligations under Section 4(a) above, the Company agrees to pay the Placement Agent a non-accountable expense allowance, for which no accounting will be provided, equal to two percent (2%) of the gross proceeds raised in the Placement as a result of the Placement Agent’s introduction of Investors to the Company. Such allowance shall be paid to the Placement Agent by the Company concurrently with each Closing.