Common use of Placement Fee and Expenses Clause in Contracts

Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 7% of the aggregate purchase price of the Units sold; (ii) a structuring fee equal to 3% of the aggregate purchase price of the Units sold; and (iii) an expense allowance of $200,000. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I to purchase 5,500,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the event that any of the Over allotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raised. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing. At the Initial Closing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the Placement Agent under which it will pay the Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("NVA Agreement") pursuant to which it will pay the Placement Agent 5% of any consideration received in such a transaction with a party introduced by the Placement Agent.

Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission (the "Cash Commission") equal to 7% nine percent (9%) of the aggregate purchase price of the Units sold and (ii) a non-accountable expense allowance (the "Expense Allowance") equal to four percent (4%) of the aggregate purchase price of the Units sold; (ii) a structuring fee equal to 3% of the aggregate purchase price of the Units sold; and (iii) an expense allowance of $200,000. The Company shall 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 Agent Agency shall designate. In addition, upon the closing of the sale of the Units being offered, the Company will sell to the Placement Agency and/or its 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 a number of newly issued shares of Common Stock equal to 10% of the Common Stock issuable upon exercise of the Class A Warrants 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 the exercise price 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 Company willPlacement Warrants shall contain a cashless exercise feature, at each Closingantidilution 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, issue sold, assigned or hypothecated for six months except that they may be assigned in whole or in part during such period to you or your designees (which may include any Selected Dealer NASD member participating in the Offering or any officer or employee of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I to purchase 5,500,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per shareany such NASD member. The number of warrants to be issued In addition to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the event that any of the Over allotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raised. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing. At the Initial Closingforegoing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the Placement Agent under which it will pay the Placement Agent $5,000 per month for 12 months a commission of 5% upon the exercise of any of the Warrants (excluding the Placement and (ii) a twoAdvisory Warrants). Any out-year agreement regarding mergers and acquisitions ("NVA Agreement") pursuant to which it will pay of-pocket costs incurred by the Placement Agent 5% in connection with the solicitation of any consideration received in such a transaction with a party introduced Warrant exercises or the redemption of Warrants shall be borne by the Placement AgentCompany.

Placement Fee and Expenses. Simultaneously with payment for and delivery the exchange of the Units Notes at each Closing the Expiration Date as provided in paragraph 3(a) above, the Company shall at such Closing the Expiration Date pay to the Placement Agent (i) a commission equal to 7% five percent (5%) of the aggregate purchase price principal amount of the Units soldNotes exchanged (payable 60 days following the Expiration Date); and (ii) reimbursement for accountable expenses. In addition, the Placement Agent shall have previously received a structuring fee equal copy of written documentation from the Company to 3% the registrar and transfer agent for the Common Stock instructing it to issue to the Placement Agent a certificate representing 50,000 shares of the aggregate purchase price Common Stock in lieu of the Units sold; and (iii) an expense allowance of $200,000a cash retainer. The Company shall also pay all expenses in connection with the qualification of the Units Shares and Warrants under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at each Closingthe Expiration Date, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I 1 to purchase 5,500,000 5% of the shares of Common Stock underlying the Shares and Warrants issued in case of exchange for the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the event that any of the Over allotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raisedNotes. The Agent's Warrants will be exercisable for a period of five seven years from the Initial ClosingExpiration Date. At the Initial ClosingMoreover, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with an aggregate of 200,000 warrants previously issued to the Placement Agent under which it or its designees in connection with the private placement of the Notes, exercisable at an exercise price of $3.125 per share, will pay be exchanged for Warrants having identical terms except that the Warrants will have an exercise price of $1.125 per share. The Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("NVA Agreement") pursuant will be entitled to which it will pay receive the Placement Agent 5% of any consideration received in such a transaction with a party introduced Transaction Fee whether or not the exchange is solicited by the Placement Agent, the Company or any third party.

Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 7% of the aggregate purchase price of the Units sold; (ii) a structuring fee equal to 3% of the aggregate purchase price of the Units sold; and (iii) an expense allowance of $200,000. The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at each Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I 1 to purchase 5,500,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the th event that any of the Over allotment Overallotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raised. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing. At the Initial Closing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the Placement Agent under which it will pay the Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("NVA M/A Agreement") pursuant to which it will pay the Placement Agent 5% of any consideration received in such a transaction with a party introduced by the Placement Agent.

Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at the Initial Closing (and each Closing Subsequent Closing) as provided in paragraph 3(a4(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to 7% ten (10%) percent of the aggregate purchase price of the Units sold; (ii) a structuring fee equal to 3% . Additionally, from the proceeds of the aggregate purchase price Initial Closing, the Company shall pay all Placement Agent's reasonable counsel expenses, disbursements and fees, not to exceed the sum of $10,000 (exclusive of the Units sold; and (iii) an expense allowance blue sky legal expenses hereinafter described). Additionally, at the Initial Closing, the Company shall pay the Placement Agent the sum of $200,000. 25,000 in consideration of its delivery of a "fairness" opinion respecting the fair market value of the Company's purchase of Gold Coast Finance, Inc. and National-Wide Premium Finance Co. The Company shall also pay all filing fees, 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 Units under the securities or Blue Sky blue sky laws of the states which the Placement Agent shall designatedesignate at a fee of Seven Thousand Five Hundred ($7,500.00) Dollars, plus expenses and disbursements. The Company will, at each Closing, issue to you or your designees (also shall pay for the costs of placing "tombstone advertisements" in any publications which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I to purchase 5,500,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the event that any of the Over allotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raised. The Agent's Warrants will be exercisable for a period of five years from the Initial Closing. At the Initial Closing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the Placement Agent under which it will pay the Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("NVA Agreement") pursuant to which it will pay the Placement Agent 5% of any consideration received in such a transaction with a party introduced selected by the Placement Agent, all costs and expenses in connection with the establishment and maintenance of the Account referred to in paragraph I of this Agreement, and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this paragraph 4(d), including the reasonable cost of transaction memorabilia determined at the reasonable discretion of the Placement Agent.

Placement Fee and Expenses. Simultaneously with payment for and delivery of the Units at each Closing as provided in paragraph 3(a) above, the Company shall at such Closing pay to the Placement Agent (i) a commission equal to seven percent (7% of the aggregate purchase price of the Units sold; (ii%) a structuring fee equal to 3% of the aggregate purchase price of the Units sold; and (iiiii) an accountable expense allowance of up to $200,00075,000; provided, however, if such accountable expenses exceed $75,000, such excess amount shall be reimbursed by the Company upon written approval by the Company (collectively, the "Transaction Fee"). The Company shall also pay all expenses in connection with the qualification of the Units under the securities or Blue Sky laws of the states which the Placement Agent shall designate. The Company will, at each the Initial Closing, issue to you or your designees (which may include any Selected Dealer or any officer of the Placement Agent or a Selected Dealer) the Agent's Warrants in the form annexed hereto as Exhibit I 1 to purchase 5,500,000 200,000 shares of Common Stock in case of the Minimum Offering and increasing by 500,000 shares for each additional $1,000,000 raised up to a total of 10,500,000 shares in the case of the Maximum Offering, at an exercise price of $.40 per share. The number of warrants to be issued to the Placement Agent will be reduced on a pro rata basis for each $1.00 less than the Maximum Offering raised. In the event that any of the Over allotment Units (as defined herein) are sold in the Offering, the number of warrants to be issued to the Placement Agent will be increased on a pro rata basis for each $1.00 in excess of the Maximum Offering raisedStock. The Agent's Warrants will be exercisable for a period of five years from the Initial ClosingClosing Date. At the Initial Closing, the Company shall enter into (i) a 12-month financial advisory agreement (the "Advisory Agreement") with the The Placement Agent under which it will pay be entitled to receive the Transaction Fee whether or not the Units offered in the Private Placement Agent $5,000 per month for 12 months and (ii) a two-year agreement regarding mergers and acquisitions ("NVA Agreement") pursuant to which it will pay the Placement Agent 5% of any consideration received in such a transaction with a party introduced are sold by the Placement Agent, the Company or any third party. 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.