Common use of Placement Fee and Expenses Clause in Contracts

Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $17,500 for investment banking services. Simultaneously with payment for and delivery of the Shares at each Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission equal to eight percent (8%) of the gross proceeds (the “Placement Agent Fee”) of the Shares and any Over-subscription Shares sold and (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable from the date of issuance until three years thereafter. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds of the Shares and any Over-subscription Shares sold.

Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $17,500 for investment banking services. Simultaneously with payment for and delivery of the Shares Units at each Closing as provided in Section paragraph 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission (the "Cash Commission") equal to eight nine percent (89%) of the gross proceeds (the “Placement Agent Fee”) aggregate purchase price of the Shares and any Over-subscription Shares Units sold and (ii) a marketing non-accountable expense allowance (the "Expense Allowance") equal to two four percent (24%) of the gross proceeds aggregate purchase price of the Shares and any Over-subscription Shares Units sold. The Company willshall also pay all expenses (including attorney's fees) in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agency shall designate. In addition, at each Closingupon the closing of the sale of the Units being offered, issue and the Company will sell to the Placement Agent or Agency and/or its designees Agent’s designees, for $.001 per warrant, (i) warrants (the "Preferred Stock Placement Warrants") to acquire additional shares of Preferred Stock equal to 10% of the Preferred Stock issued in the Offering exercisable for a period of ten years commencing six months after the Final Closing Date at an exercise price equal to 110% of the Initial Offering Price and (ii) additional Warrants to purchase such a number of newly issued shares of Common Stock equal to 2010% of the number Common Stock issuable upon exercise of shares sold the Class A Warrants issued in the Offering and having exercisable for a per share period of ten years commencing six months after the Final Closing Date at an exercise price equal to the exercise price per Share of the Class A Warrants (including any adjustments thereto) (the "Common Stock Placement Warrants" and, collectively with the Preferred Stock Placement Warrants, the "Placement Warrants"). The Placement Warrants shall contain a cashless exercise feature, antidilution provisions and the right to have the securities underlying such warrants included on the Shelf Registration Statement. The securities underlying the Placement Warrants will not be subject to redemption by the Company. The Placement Warrants may not be transferred, sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to any NASD member participating in the OfferingOffering or any officer or employee of the Placement Agent or any such NASD member. The Agent’s In addition to the foregoing, the Company will pay the Placement Agent a commission of 5% upon the exercise of any of the Warrants will be exercisable from (excluding the date of issuance until three years thereafterPlacement and Advisory Warrants). The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and antiAny out-dilution protection) as is customarily received of-pocket costs incurred by the Placement Agent in similar transactions. The Reserved Shares underlying connection with the Agent’s solicitation of Warrant exercises or the redemption of Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit borne by the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds of the Shares and any Over-subscription Shares soldCompany.

Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $17,500 for investment banking services. Simultaneously with payment for and delivery of the Shares Units at each Closing as provided in Section 4(aparagraph 3(a) above, the Company shall at such Closing pay (collectively, the "Transaction Fee") to the Placement Agent (i) a retail sales commission equal to eight seven percent (87%) of the gross proceeds (the “Placement Agent Fee”) aggregate purchase price of the Shares and any Over-subscription Shares sold and Units sold; (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable from the date of issuance until three years thereafter. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance structuring fee equal to three percent (3%) of the gross proceeds aggregate purchase price of the Units sold; and (iii) an accountable expense allowance up to $75,000; provided, however, if such accountable expenses exceed $75,000, such excess amount shall be reimbursed by the Company upon written approval by the Company. In addition, the Placement Agent shall have previously received a copy of written documentation from the Company to the registrar and transfer agent for the Common Stock instructing it to issue to the Placement Agent a certificate representing shares of Common Stock having a market value of $100,000 on the date hereof in lieu of a cash retainer. The Company shall also pay all expenses in connection with the qualification of the Shares and Warrants under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at the Initial Closing, issue to you or your designees (which may include any Over-subscription Shares soldSelected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Schedule 1 to purchase up to 10% of the shares of Common Stock issued in this Offering, including the shares of Common Stock underlying the Warrants. The Agent's Warrants will be exercisable for a period of seven years from the Initial Closing Date. The Placement Agent will be entitled to receive the Transaction Fee whether or not the Units offered in the Private Placement are sold by the Placement Agent, the Company or any third party; provided however, the Placement Agent shall not receive any cash commissions and Agent's Warrants with respect to any gross proceeds received by the Company in the Offering from Robexx X. Xxxxxx, Xxkura Finetek U.S.A., Inc. and Sunquest Information Systems, Inc. Further, if the Company consummates any equity or debt financing on or after the date of this Agreement, but in no event later than twelve (12) months after the final closing of the Offering, with any party initially introduced to the Company by the Placement Agent, the Placement Agent will be entitled to receive the Transaction Fee in the same proportion to any such investment in the Company by such party as the Transaction Fee bears to the Offering.

Placement Fee and Expenses. Upon execution of the Engagement Letter, the Company paid to the Placement Agent a non-refundable fee of $17,500 25,000 for investment banking services. Simultaneously with payment for and delivery of the Shares at each Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission equal to eight percent (8%) of the gross proceeds (the “Placement Agent Fee”) of the Shares and any Over-subscription Shares sold and (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable from the date of issuance until three five years thereafter. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination Date, the Company shall pay the Placement Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds of the Shares and any Over-subscription Shares sold.

Placement Fee and Expenses. Upon execution of (i) At the Engagement Letter, Closing the Company paid shall pay to the Placement Agent a non-refundable fee of $17,500 for investment banking services. Simultaneously with payment for and delivery of the Shares at each Closing as provided in Section 4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a retail sales commission equal to eight percent ten (810%) percent of the gross aggregate proceeds (the “Placement Agent Fee”) of the Shares and any Over-subscription Shares sold and (ii) a marketing allowance equal to two percent (2%) of the gross proceeds of the Shares and any Over-subscription Shares sold. The Company will, at each Closing, issue and sell to the Placement Agent or its designees Agent’s Warrants to purchase such number of shares of Common Stock equal to 20% of the number of shares sold in the Offering and having a per share exercise price equal to the price per Share in the Offering. The Agent’s Warrants will be exercisable derived from the date of issuance until three years thereafterFinancing. The Agent’s Warrants will be in such form (including provisions providing “cashless” exercise and anti-dilution protection) as is customarily received by the Placement Agent in similar transactions. The Reserved Shares underlying the Agent’s Warrants will have identical registration rights to the Shares being sold in the Offering. The Placement Agent shall be entitled to solicit the services of other broker-dealers which are registered with the National Association of Securities Dealers, Inc. (the “Selling Group”) and may reallow all or any part of its compensation and warrants with respect to sales by members of the Selling Group. Simultaneously with each Closing of the Offering or on the Termination DateIn addition, the Company shall pay the Placement Agent a non-accountable and non-refundable expense allowance allowance, equal to three percent (3%) percent of the gross aggregate proceeds derived from the Financing. Prior to or from the proceeds of the Shares Closing, subject to the Company's approval, which shall not be unreasonably withheld or delayed, the Company shall pay all Placement Agent's expenses in connection with the proposed Offering, including, but not limited to, reasonable counsel expenses, disbursements and fees, reasonable accountant expenses, disbursements and fees, filing fees, business and environmental investigatory expenses, printing costs, postage and mailing expenses with respect to the transmission of the Offering and Ancillary Documents, registrar and transfer agent fees, issue and transfer taxes, if any, and counsel fees of the Placement Agent in connection with the qualification of the Securities under the securities or blue sky laws of the states which the Placement Agent shall designate. The Company also shall pay for the costs of placing "tombstone advertisements" in any Overpublications which may be selected by the Placement Agent in an amount not to exceed $10,000, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph 1 of this Agreement not to exceed $2,500, and all other pre-subscription Shares soldapproved costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d). (ii) Subject to the successful completion of the Offering, the Company will grant to the Placement Agent a right of first refusal to underwrite or place any future public sales or private sales of debt or equity securities whatsoever of the Company or of any subsidiary or successor thereof, (excluding sales to employees of the Company or of its subsidiaries or successors), or any such sale by any of the principal shareholders of the Company, or of its Subsidiaries and successors, from a three (3) year period which commenced on November 19, 1996. If any such proposed financing is offered to the Placement Agent as aforesaid, the Placement Agent shall have 15 days in which to determine whether or not to accept such offer and, if the Placement Agent declines the offer, the right of first refusal shall be forfeited by the Placement Agent, but only if such a financing is consummated with another underwriter or placement agent upon substantially the same terms and conditions as those offered to the Placement Agent, and such financing is consummated within six (6) months after the end of the 15 day period referred to above. If after a declination by the Placement Agent the aforesaid conditions are not satisfied, then the right of first refusal to the Placement Agent shall be reinstated. (iii) The Company shall pay the Placement Agent a finder's fee consisting of five (5%) of all consideration in the event that the Company or any of its subsidiaries is party to any merger, acquisition, joint venture or other transaction introduced directly or indirectly by Sands Brothers during the two(2) year period commencing which commenced on November 19, 1996. (iv) Intentionally deleted.