Common use of Remuneration Clause in Contracts

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant LFC (herein referred to as "Consultants") as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant Consultants a "Commencement Bonus" payable in the form of 300,000 690,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant Consultants immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultants, be fully paid and non-assessablenonassessable. The Company understands and agrees that Consultant Consultants has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with ConsultantConsultants. The 300,000 690,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's Consultants' agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 15, 2002 2000 for any reason whatsoever, it is agreed and understood that Consultant Consultants will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder, however if the Consultant terminates the Agreement prior to March 15, 2000, the Consultant agrees to prorate the amount of shares for its services. All Shares The 690,000 shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant Consultants hereunder shall carry "piggyback registration rights" whereby such shares will be included in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective appropriate registration statement filed by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges Consultants acknowledge that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. In addition, Consultant agrees that, during the term hereof neither it, nor its officers or affiliates shall directly or indirectly, acquire or dispose of any securities of Company without the Company's written consent. Further, the Consultant agrees to a "lock-up" period where it will not sell any shares while engaged by the Company. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultants acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of his entire investment in the Shares. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Shares for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking agreeing to undertake this engagement and for other good and valuable considerationperformance of the services described above, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 shall be issued ___________ shares of the Company's Common Stock ("’s Common Stock", $.01 par value per share (the “Shares”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives will derive a substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, Shares therefore, constitute payment in full for Consultant's ’s agreement to consult provide the Consulting Services to the Company and are represent a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such . The Shares are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeverAgreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunderShares. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company’s shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares Shares. (b) Upon the Company’s transfer to the Consultant of Company's stock issued to it hereunder. Additionally the Shares, the Company agrees shall cause to pay be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the sum Company’s board of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 (c) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") Shares have not been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities and accordingly are "restricted securities" within Exchange Commission on September 12, 2006, as the meaning same may be amended from time to time. (d) In connection with the acquisition of Rule 144 Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the ActCompany concerning an investment in the Shares, and any additional information which the Consultant has requested. (ii) Consultant’s investment in the Shares is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. As suchConsultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the shares may risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (iii) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not be resold with a view toward resale or transferred unless distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actin any fundraising activities.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant RC by issuing Company common stock as follows: 4.1 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form an initial payment of 300,000 eight hundred fifteen thousand (815,000) restricted shares of the Company's ’s Common Stock ("“Common Stock")” or “compensation shares”) to be delivered to Consultant within ten (10) business days of the signing of this Agreement. This Commencement Bonus initial payment shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 815,000 restricted shares of Common Stock issued as a Commencement Bonusan initial payment, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13January 12, 2002 2011 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as the initial payment hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 815,000 restricted shares of Common Stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Common Stock Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. 5.2 The compensation shares issued pursuant to this Agreement agreement shall be issued in the name of Xxxxxxxxx Financial CommunicationsRedwood Consultants, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form SLLC, Tax ID # 00-i and will use 000-0000 or its best efforts to cause such Registration Statement designees to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementprovided under separate cover email. 4.2 Consultant acknowledges that the 5.3 With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares"”); Company shall cause to be issued a certificate representing the Common Stock and, if required by applicable law, a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Redwood has been duly authorized by the Company. Company warrants that all Shares and share equivalents issued to Redwood pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Redwood shall have been duly authorized by the Company’s board of directors. 5.4 Redwood acknowledges that the eight hundred fifteen thousand (815,000) Rule 144 restricted shares of Common Stock to be issued pursuant to this Agreement (collectively, the “144 Securities”) have not been registered under the Securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares 144 Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. The Company agrees to take any and all action(s) necessary to clear the subject securities of restriction upon presentation of any Rule 144(d) application by Redwood or its broker, including, but not limited to: (1) Authorizing the Company’s transfer agent to remove the restrictive legend on the subject securities; (2) Expediting either the acquisition of a legal opinion from Company’s counsel authorizing the removal of the restrictive legend, or accepting a third party legal opinion acknowledging same; and (3) Cooperating and communicating with Redwood and its broker in order to use Company’s best efforts to clear the subject securities of restriction as soon as possible after presentation of a Rule 144(d) application by Redwood (or its broker) to either the Company and/or the Company’s transfer agent. Further, the Company agrees to not unreasonably withhold or delay approval of any application filed by Redwood under Rule 144(d) of the Act to clear the subject securities of restriction. (a) Redwood and the Company acknowledge and agree that Redwood will suffer irreparable harm and anticipated and actual damages in the event that the Company unreasonably withholds or delays any Rule 144(d) application by Redwood to either the Company or the Company’s transfer agent. The Company agrees that money damages could not compensate Redwood for its irreparable harm. (b) Redwood and the Company therefore agree that the Company shall have a period of five (5) business days from the date Redwood’s Rule 144(d) application is tendered to either the Company or its transfer agent by either Redwood and/or its broker, to take any and all necessary action to clear the subject securities of restriction, consistent the covenants in Section 5.4 above. The Company and Redwood agree that this five (5) day period is reasonable and consistent with industry standards concerning the handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that Redwood’s ability to clear the subject securities of restriction, by virtue of the Company’s best efforts, cooperation, covenants and representations in this regard is a material part of this Agreement and is a reasonable and material expectation of Redwood in entering into this Agreement. Should events occur that require further expense of time beyond this five (5) day time period, the Company and Redwood shall reasonably agree in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be agreed to unless the Company comports with its “best efforts” obligations, as set out above, and communicates with Redwood bona fide and reasonable attempts at meeting Company’s obligations to clear the subject restricted securities, as described herein. Any written extension herein may be executed in counterparts by the principals of the Company and Redwood, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any agreement to extend time shall be deemed a complete original. (c) Should the Company fail to successfully take any and all actions necessary to clear the subject securities of restriction within the five (5) day time period after Redwood or its broker’s presentation of a Rule 144(d) application, or seek to extend time as provided for above in sub-section (b), and in light of the irreparable harm that Redwood will suffer in the event of any intentional and/or unintentional delay in Redwood’s Rule 144(d) application, Company herein irrevocably consents and agrees that Redwood shall be entitled to injunctive relief in order to immediately enforce Redwood’s right to removal of the restrictive legend on the Company’s securities. Company further agrees that Redwood shall be entitled to immediately seek the injunctive relief contemplated and described herein in the Superior Court of California, Marin County. Both the Company and Redwood agreed that Redwood’s access to injunctive relief; and the Company’s consent to Redwood’s ability to obtain such injunctive relief shall not otherwise amend, supersede or modify the parties’ agreement to submit any other disputes to mediation and arbitration as provided herein. 5.5 In connection with the acquisition of Securities hereunder, Redwood represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Redwood acknowledges that Redwood has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Securities, and any additional information which Redwood has requested. (b) Redwood’s investment in restricted securities is reasonable in relation to Redwood’s net worth, which is in excess of ten (10) times Redwood’s cost basis in the Shares. Redwood has had experience in investments in restricted and publicly traded securities, and Redwood has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Redwood acknowledges that an investment in the Securities is speculative and involves the risk of loss. Redwood has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Redwood can afford the risk of loss of his entire investment in the Securities. Redwood is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Redwood is acquiring the Securities for Redwood’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. 5.6 Additionally, for a period of two years after the effective date hereof, should the Company make any public offering of its securities pursuant to an effective registration statement under the Securities Acts of 1933 or 1934, as amended, Redwood shall be entitled, and the Company agrees, to include in such registration, pari passu with the Piggyback Registration Rights” available to founding management; any or all of the common stock or common stock equivalents issued to Redwood by the Company as consideration hereunder [commonly referred to as “Piggyback Registration Rights”]. Such piggyback registration rights include, at Redwood’s option, registration on Form S-1. 5.7 In addition to the above, in the event that the Company requests that Redwood introduce Company to an investment banker or other person or entity that is lawfully engaged in the business of assisting public and private companies with raising debt and/or equity capital (a “financing”); Redwood agrees to use its best efforts to make such introductions. Both the Company and Redwood agree that any and all transactions and discussions and negotiations relating thereto will be the exclusive and sole responsibility of Company. Company and Redwood agree that Redwood has informed Company that Redwood is not a FINRA member firm. In the event that Company obtains debt or equity financing as a result of Redwood’s introduction, Company agrees to pay Redwood a Finder’s Fee equal to three percent (3%) of the total amount raised on behalf of the company. This Finder’s Fee shall be payable in cash, directly to Redwood, by the financing source at the time of the Closing on the financing.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 290,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with ConsultantConsultants. The 300,000 290,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable non- apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 15, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder. All Shares 217,500 shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. and 72,500 shares of Common Stock issued pursuant to this Agreement shall be issued in the name of Robert B. Prag ("Prag"). The Common Stock issued to the Consultant xxx Xxxx xxxxunder shall have "piggyback" registration rights and will be included in the next appropriate registration done by the Company. All registration costs shall be borne solely by the Company. In the event the Company agrees that it will include all for any reason, including without limitation the unavailability of authorized but unissued shares, does not deliver certificates representing shares issuable to Consultant hereunder in of the Company's next Registration Statement Common Stock as and when required hereunder, the Company shall, unless the time for performance is extended in writing by the Consultant, pay to Consultant and Prag in lieu of delivery of the shares of Common Stock with respect to which the Company is in default, an amount per undelivered share equal to the average closing asked price per share of Common Stock during the five trading days ending with the SEC day on Form S-i and will use its best efforts which the Company was required hereunder to cause deliver but failed to deliver such Registration Statement shares of Common Stock. The Common Stock to be declared effective issued to the Consultant & Prag hereunder is also covered by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any registration covenants in Section 5 of the 300,000 Subscription Agreement between the Company and Prag and John M. Liviakis ("JML"), respectively, dated August 6, 1997. For xxxxxxxx xx xxxx Section 5 of the Subscription Agreement between the Company and JML, any shares of Company's common stock issued to it hereunder. Additionally held by the Company agrees shall be considered to pay Consultant be shares of Common Stock held by JML and the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCompany shall have the same rights as JML under said Section 5. 4.2 Consultant acknowledges and Prag (hereinafter referred to as "Consultants") acknowledge that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted andpublicly traded securities, and Consultants have had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultants acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of his entire investment in the Shares. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Shares for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in Consultant's ------------ agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" ", payable in the form of 300,000 60,000 shares of the Company's 144 restricted Common Stock ("Common Stock")) and $15,000 in cash. This The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant Consultant, be fully paid and non-assessable. The cash portion shall be paid to consultant in six equal payments of $2,500 beginning 30 days after the release of the 15t report and due in full post a cash infusion exceeding $500,000. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; such retainer (with the exception of the provisions set forth in Section 15 below). Such Shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. . b. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will include all shares issuable of Common Stock issued to Consultant hereunder shall carry "piggyback registration rights" whereby such shares will be included in the Company's next Registration Statement filed by the Company with the SEC on Form S-i Securities and Exchange Commission ("SEC"), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees It is further agreed that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock Common Stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 c. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "“Commencement Bonus" ” payable in the form of 300,000 100,000 (one hundred thousand) shares of the Company's Common Stock ("’s Restricted Common Stock"), which represents less than 5% of the issued and outstanding shares of common stock in the Company. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares") have not been registered under ”), Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid, and non-assessable and that the Issuance and eventual transfer is exempt from of them to Consultant pursuant to this Agreement shall have been validly issued, fully paid, and non-assessable and that the registration requirements issuance, and any transfer of that Actthem to Consultant shall have been duly authorized by the Company’s board of directors.

Remuneration. As full and complete compensation for services described in Consultant’s agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "“Commencement Bonus" ”, payable in the form of 300,000 1,000,000 shares of the Company's ’s 144 restricted Common Stock ("“Common Stock")”) and $0.00 in cash. This The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's ’s agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; such retainer (with the exception of the provisions set forth in Section 15 below). Such Shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of Initial ______,______ 2 its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. Consultant aggress to a leak out provision for the Common Stock and is limited to selling 200,000 shares per month once the restriction has been lifted from the certificate. b. The Company will also pay the Consultant a $5,000 per month maintenance fee which is due on the 15th of each month with the 1st payment due immediately upon the execution of this agreement. However, Consultant aggress to accrue to 1st two payments for up to sixty (60) days from the signing of this contract, as well as accruing $2,000 of the $5,000 monthly maintenance fee for up to six (6) months. c. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will include all shares issuable of Common Stock issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the Company's next Registration Statement filed by the Company with the SEC on Form S-i Securities and Exchange Commission (“SEC”), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees It is further agreed that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock Common Stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 d. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares"”) have not been registered under the Securities Act of 1933 and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act.. Initial ______,______ 3

Remuneration. As full and complete compensation for services described in Consultant’s agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a) For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" ", payable in the form of 300,000 $5,000 in cash and 60,000 shares of the Company's 144 restricted Common Stock ("Common Stock")) and a monthly retainer of $2,500 in cash. This The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following the execution of this Agreement agreement and shall, when issued to the Consultant Consultant, be fully paid and non-assessable. The cash portion of the commencement bonus is due within 30 after the execution of this agreement. The first payment of the monthly retainer of $2,500 is due on October 1, 2011 and the remaining payments are due on the first of the month for the term the contract is to remain in force. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; such retainer (with the exception of the provisions set forth in Section 14 below). Such Shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 b) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act. Consultant agrees to a 12 month lock up provision from the effective date of this agreement.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 490,000 fully vested and non-forfeitable shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 28, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. All Shares The shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Inc. 4.2 In addition to the 490,000 share Commencement Bonus, for performance under this agreement the Company agrees that it will include all shall pay a Consultant Fee, payable in the form of 36,000 shares issuable to Consultant hereunder in per annum of the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to Common Stock. This Consultancy Fee shall be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum on execution of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares transferred to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the transfer of them to Consultant shall have been duly authorized by the Company's board of directors. 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.5 In connection with the acquisition of Shares hereunder, the Consultant represent and warrant to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant VA as follows: 4.1 For undertaking this engagement engagement, for previous services rendered, for performing due diligence, and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "“Commencement Bonus" ” payable in the form of 300,000 that number of shares of common stock that will equate to 200,000 shares of the Company's Common Stock ’s common stock once the planned reverse merger is completed ("“Common Stock"”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 200,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement ’s Agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13August 30, 2002 2007 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 200,000 shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 200,000 shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued in a certificate representing the name Common Stock and a written opinion of Xxxxxxxxx Financial Communicationscounsel for the Company stating that said shares are validly issued, Inc. The Company agrees fully paid and non-assessable and that it will include all shares issuable the issuance and eventual transfer of them to Consultant hereunder in has been duly authorized by the Company's next Registration Statement with . Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the SEC on Form S-i issuance and will use its best efforts any transfer of them to cause such Registration Statement to be declared effective Consultant shall have been duly authorized by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term Company’s board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 4.3 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares"”) have not been registered under the Securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.5 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers to other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "“Commencement Bonus" payable in the form ” of 300,000 345,000 (Three hundred forty five thousand) shares of the Company's Common Stock ’s common stock ("“Common Stock"”) and a warrant to purchase 655,000 (Six hundred fifty five thousand) shares of the Company’s common stock at $0.01 per share until March 15, 2012 (“Warrants”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and stock certificates and the warrants representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of execution of this Agreement. Additionally the Company agrees to pay Consultant the sum of $6000.00 cash per month due and payable on the 1st of each month of this Agreement with the first such payment due on April 1, 2008. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares and Warrants to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's ’s agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 14, 2002 2009, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares and Warrants paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares and Warrants paid to it hereunder. All Shares Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Common Stock Company, then the Shares and Warrants issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. forfeited. 4.3 Consultant agrees that it will not sell or transfer during any of these Shares and Warrants issued to it hereunder prior to the term earlier of March 14, 2009 or the termination of this Agreement any of by the 300,000 shares of Company's stock . 4.4 Company warrants that the Shares and Warrants issued to it hereunder. Additionally Consultant under this Agreement by the Company agrees shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.5 Consultant acknowledges that the shares of Common Stock Shares and Warrants to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares and Warrants may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares or Warrants issued to it hereunder, except to the Company; nor will it pledge or assign such Shares or Warrants as collateral or as security for the performance of any obligation, or for any other purpose. 4.6 In connection with the acquisition of the Shares and Warrants, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares and Warrants, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares and Warrants is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares and Warrants. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares and Warrants for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "Commencement Bonus" payable in the form of 300,000 Five Hundred Thousand (500,000) shares of the Company's Common Stock ("Common Stock" and such shares, collectively, the "Shares"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of execution of this Agreement. (b) For continuous services to be provided by Consultant hereunder, the Company agrees to issue, or have issued, to the Consultant an additional amount of Two Hundred Thousand (200,000) Shares of the Company's Common Stock (hereinafter referred to as "Working Shares"). Said Working Shares shall be issued and delivered to Consultant within 30 days of execution of this Agreement. (c) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13August 30, 2002 2004, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares . 4.3 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Common Stock issued pursuant Company's internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus or Working Shares to any number of the services provided by the Consultant to the Company under this Agreement shall be issued consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in the name of Xxxxxxxxx Financial Communications, Inc. connection with any such allocation process. 4.4 The Company or its assigns agrees that it will include all shares issuable Shares issued or to be issued to Consultant hereunder in the Company's next Registration Statement registration statement filed by the Company with the SEC on Form S-i and will use its best efforts Forms SB-2, S-3 or other appropriate foxx xxxxxxxg to cause the resale of restricted shares. The Company agrees to file such Registration Statement to be declared effective by the SEC as soon as possible thereaftera registration statement no later than March 30, 2004. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during any of the term Shares issued to it hereunder prior to the earlier of August 30, 2004 or the termination of this Agreement any of by the 300,000 shares of Company. 4.5 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company's stock issued board of directors has or shall have duly authorized the issuance and any transfer of them to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.6 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act") and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may Shares many not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. 4.7 In connection with the acquisition of the Shares, Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a the "Commencement Bonus" ", payable in the form of 300,000 6,000,000 shares of the Company's Common 144 restricted common Stock ("Common Stock"). This The Company also agrees to pay Consultant a retainer of $3,500 per month in cash beginning in month four of the Agreement. The Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant Consultant, be fully paid and non-assessable. The monthly retainer shall be paid to the Consultant in monthly installments due on each 30-day anniversary of the Effective Date with the first payment due on November 17, 2010. The Company also agrees to hire a third party vendor selected by the Consultant for $500 in cash per month to implement an IR suite that mirrors the Company’s website immediately following execution of this Agreement. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; such . Such Shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 b. Consultant acknowledges that the shares of restricted Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 2,500,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 1,200,000 shares up front and the remaining balance to be paid to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable30 days after. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportion able, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ). Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer is exempt from of them to Consultant has duly authorized by the registration requirements Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Company's board of that Actdirectors shall have duly authorized the issuance, and any transfer of them to Consultant.

Remuneration. As full and complete compensation for services described in this agreement, the Agreement the Company company shall compensate the Consultant ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company company agrees to issue and deliver Issue to the Consultant consultant a "“Commencement Bonus" payable in the form ” of 300,000 shares of the Company's Common Stock company’s common stock ("Common Stock")) to be delivered to consultant within five (5) business days of Friday, February 09, 2007. This Commencement Bonus commencement bonus shall be issued to the Consultant consultant immediately following the execution of this Agreement agreement and shall, when issued and delivered to the Consultant consultant, be fully paid and non-assessable. The Company company understands and agrees that Consultant consultant has forgone foregone significant opportunities to accept this engagement and that the Company company derives substantial benefit benefits from the execution of this Agreement agreement and the ability to maintain announce its relationship with Consultantconsultant. The 300,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment payments for Consultant's consultant’s agreement to consult to the Company company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; , such Shares shares of common stock are not a prepayment for future services. If the Company company decides to terminate this Agreement prior to Friday, February 1309, 2002 2008 for any reason whatsoever, it is agreed and understood that Consultant consultant will not be requested or demanded by the company to return any of the shares of common stock paid to it as Commencement Bonus hereunder. Further if and in the event the company is acquired in whole or in part, during the term of this agreement, it is agreed and understood consultant will not be requested or demanded by the Company to return any of the Shares 300,000 shares of common stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the company or substantially all of the assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the company, the consultant shall retain and will not be requested by the company to return any of the 300,000 shares, (Commencement Bonus) 4.2 With each transfer of shares of Company's the common stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively( Collectively, the "“shares”), company shall cause to be issued a certificate representing the common stock and a written Opinion of counsel for the company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to consultant has been dully authorized by the company. Company shares issued to consultant pursuant to this agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to consultant shall have been duly authorized by the company’s board of directors. 4.3 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement (Collectively the “Shares"”) have not been registered under the Securities securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Actact. As such, the shares may not be resold or transferred unless the Company company has received an opinion of counsel reasonably satisfactory to the Company company that such a resale or transfer is exempt from the registration requirements of that the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant RWC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, consideration the Company agrees to shall issue and deliver to 900,000 shares restricted 144 shares which covers the Consultant a "Commencement Bonus" payable in the form period of 300,000 12 months successful services as described herein. These shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares retainer unless this agreement is terminated by the company. Such shares of common stock are not a prepayment for future services. If payable at the time after the commencement period (Aug. 4, 2003), however the consultant is aware and is informed that the Company decides to terminate does not have sufficient shares authorized and outstanding, and Consultant understands that shares will BE ISSUED AND DELIVERED TO CONSULTANT WITHIN 10 DAYS AFTER THE AUTHORIZED SHARE COUNT HAS BEEN INCREASED AT THE NEXT ANNUAL SHAREHOLDERS MEETING. COMPANY WARRANTS THAT SHOULD SHAREHOLDERS NOT APPROVE THE INCREASE IN THE AUTHORIZED SHARE COUNT, COMPANY WILL ISSUE TO CONSULTANT AN EQUIVALENT, SUCH AS A CONVERTIBLE PREFERRED STOCK, OR CONVERTIBLE PROMISSORY NOTE WITH SIMILAR TERMS/ EQUIVALENT TO 900,000 SHARES. CONSULTANT IS AWARE THAT A RESTRUCTURING OF THE COMPANY AND THE COMPANY REQUIRING SHAREHOLDER APPROVAL OF AN INCREASE IN AUTHORIZED SHARES NEEDS TO BE COMPLETED FOR SUCH SHARES TO BE SUBSEQUENTLY REGISTERED. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement prior to February 13, 2002 for any reason whatsoeveragreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares 900,000 shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 900,000 shares. It is further understood by the consultant that should the company terminate this agreement that only shares earned (period consultant services were rendered) shall be retained and the remaining shares shall be returned to the company. 4.2 The shares issued pursuant to this agreement shall be issued in the names of REDWOOD CONSULTANTS , LLC. TAX ID # 68-047-3637 4.3 Additionally, for a period of two years xxxxx xxe effective date hereof, should the Company make any public offering of its securities pursuant to an effective registration statement under the Securities Acts of 1933 or 1934, as amended, Consultant shall be entitled, and the Company agrees, to include in such registration any or all of the common stock given to Consultant by the Company as consideration hereunder [commonly referred to as "Piggyback Registration Rights"]. Such piggyback registration rights, include, at Consultant's option, registration on Form S-1. All such registration rights shall be subject to customary market stand-off and underwriter cutback provisions. 4.4 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued in a certificate representing the name Common Stock and a written opinion of Xxxxxxxxx Financial Communications, Inc. The counsel for the Company agrees stating that it will include all said shares issuable are subject to the agreement and that the issuance and eventual transfer of them to Consultant hereunder in has been duly authorized by the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementTHIS CERTIFICATE IS EXPECTED TO BE ISSUED AND DELIVERED WITHIN 10 DAYS OF THE OCCURENCE OF THE COMPANY'S ANNUAL SHAREHOLDERS MEETING VOTE ALLOWING AN INCREASE IN THE AUTHORIZED SHARE COUNT TO PERMIT SHARE ISSUANCE TO CONSULTANT. 4.2 4.5 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have may not been registered under the Securities Act of 1933 1933, and accordingly are may be "restricted securities" within the meaning of Rule 144 of the Act. As If such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.6 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant RC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 2,100,000 shares of the Company's Common Stock ("Common Stock")) to be delivered to Consultant within ten (10) business days of the signing of this Agreement. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 2,100,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13April 6, 2002 2007 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 2,100,000 shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Common Stock Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 2,100,000 shares. 4.2 The Commencement Bonus shares issued pursuant to this Agreement agreement shall be issued in the name of Xxxxxxxxx Financial CommunicationsRedwood Consultants, Inc. The LLC, Tax ID # 00-000-0000. 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company agrees shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that it will include all said shares issuable are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant hereunder in has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. The Company shall not unreasonably withhold approval of any application filed by Consultant under Rule 144(d) of the Act to clear the subject shares of restriction after Consultant has satisfied the requirements of Rule 144(d).

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "Commencement Bonus" payable in the form of 300,000 XXX shares of the Company's Common Stock ("Common Stock" and such shares, collectively, the "Shares"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of execution of this Agreement. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. (c) Company agrees to pay Consultant the sum of XXX per month due and payable on the first day of each month during the term that this agreement is in force. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13June 26th, 2002 2007, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunderas Commencement Bonus referred to in paragraph 4.1(a) hereunder except as defined in paragraph 11 of this agreement. All Shares Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder except as defined in paragraph 11 of this agreement. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued pursuant to Consultant hereunder will be forfeited. 4.3 Notwithstanding anything else in this Agreement shall be issued to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in the name of Xxxxxxxxx Financial Communications, Inc. connection with any such allocation process. 4.4 The Company or its assigns agrees that it will include all shares issuable Shares issued or to be issued to Consultant hereunder in the Company's next Registration Statement registration statement filed by the Company with the SEC on Form S-i and will use its best efforts Forms XX-0, X-0 or other appropriate form relating to cause the resale of restricted shares unless the company is contractually restricted from doing so. The Company agrees to file such Registration Statement to be declared effective by the SEC as soon as possible thereaftera registration statement no later than October 30, 2006. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during any of the term Shares issued to it hereunder prior to the earlier of June 26th, 2007 or the termination of this Agreement any of by the 300,000 shares of Company. 4.5 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company's stock issued board of directors has or shall have duly authorized the issuance and any transfer of them to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.6 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act") and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.7 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement ------------ this Agreement, the Company shall compensate the Consultant LFC and Xxxxxx X. Xxxx, Senior Vice President of LFC (herein referred to as "Consultants") as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant Consultants a "Commencement Bonus" payable in the form of 300,000 1,875,300 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant Consultants immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultants, be fully paid and non-assessable. The Company understands and agrees that Consultant Consultants has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with ConsultantConsultants. The 300,000 1,875,300 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's Consultants' agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 15, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant Consultants will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder. All Shares 1,406,475 shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. and 468,825 shares of Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxx X. Xxxx ("Prag"). The Company agrees that it will include all shares issuable to Consultant Consultants hereunder shall carry "piggyback registration rights" whereby such shares will be included in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective appropriate registration statement filed by the SEC as soon as possible thereafterCompany. Xxxxxxxxx Financial Communications, Inc. The Company further agrees that it will not file a registration statement in which the Consultants are permitted to participate by December 1, 1998. Consultants agree that neither will sell or transfer during the term of this Agreement any of the 300,000 1,875,300 shares of Company's stock issued to it Consultants hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges Consultants acknowledge that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. In addition, Consultant agrees that, during the term hereof neither it, nor its officers or affiliates shall directly or indirectly, acquire or dispose of any securities of Company without the Company's written consent. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative

Remuneration. As full and complete compensation for services described in this agreement, the Agreement the Company company shall compensate the Consultant ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company company agrees to issue and deliver Issue to the Consultant consultant a "“Commencement Bonus" payable in the form ” of 300,000 150,000 shares of the Company's Common Stock company’s common stock ("Common Stock")) to be delivered to consultant within five (5) days business days of 10/25/2010. This Commencement Bonus commencement bonus shall be issued to the Consultant consultant immediately following the execution of this Agreement agreement and shall, when issued and delivered to the Consultant consultant, be fully paid and non-assessable. The Company company understands and agrees that Consultant consultant has forgone foregone significant opportunities to accept this engagement and that the Company company derives substantial benefit benefits from the execution of this Agreement agreement and the ability to maintain announce its relationship with Consultantconsultant. The 300,000 150,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment payments for Consultant's consultant’s agreement to consult to the Company company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; , such Shares shares of common stock are not a prepayment for future services. If the Company company decides to terminate this Agreement prior to February 13, 2002 02/01/2011 for any reason whatsoever, it is agreed and understood that Consultant consultant will not be requested or demanded by the company to return any of the shares of common stock paid to it as Commencement Bonus hereunder. Further if and in the event the company is acquired in whole or in part, during the term of this agreement, it is agreed and understood consultant will not be requested or demanded by the Company to return any of the Shares 150,000 shares of common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the company or substantially all of the Common Stock assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the company, the consultant shall retain and will not be requested by the company to return any of the 150,000 shares, (Commencement Bonus) 4.2 The Commencement Bonus shares issued pursuant to this Agreement agreement shall be issued in the name names of Xxxxxxxxx Financial Communications, Inc. The A. S. Austin Company agrees that it will include all TAX ID# 00-0000000. 4.3 With each transfer of shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's common stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively( Collectively, the "“shares”), company shall cause to be issued a certificate representing the common stock and a written Opinion of counsel for the company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to consultant has been dully authorized by the company. Company that all shares issued to consultant pursuant to this agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to consultant shall have been duly authorized by the company’s board of directors. 4.4 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement (Collectively the “Shares"”) have not been registered under the Securities securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Actact. As such, the shares may not be resold or transferred unless the Company company has received an opinion of counsel reasonably satisfactory to the Company company that such a resale or transfer is exempt from the registration requirements of that the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 120,000 unregistered, restricted shares of the Company's Common Stock (subject to registration on a "Common Stock"piggy-back" basis, which represents less than 5% of the issued and outstanding shares of common stock in the Company). This Commencement Bonus The term "piggy-back" registration shall be issued mean, in the event the Company files a registration statement, other than a registration on Form S-8, then in that event the Company agrees to notify Consultant of such registration, and upon request, register the Consultant immediately following execution Shares at the expense of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableCompany. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the 5.2 With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ). Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer is exempt from of them to Consultant has duly authorized by the registration requirements Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Company's board of that Actdirectors shall have duly authorized the issuance, and any transfer of them to Consultant.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement and for other good and valuable considerationall the services hereunder, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in as follows: (i) five (5) days after the form closing of 300,000 the Acquisition, the Company shall arrange for Guardian's board of directors to issue to Consultant 3,450 shares of the CompanyGuardian's Common Series B Convertible Preferred Stock ("Series B Preferred Stock"), each share of which shall be convertible into 100 shares of common stock of Guardian ("Common Stock"), and (ii) on or about September 7, 2003, Guardian shall issue to Consultant 345,000 shares of Common Stock or its equivalent. This The shares of Series B Preferred Stock shall be non-voting (except as required under Delaware law), shall rank pari passu with the shares of Guardian's Common Stock with regard to dividends and participation in the assets of Guardian upon a liquidation of Guardian, shall be non-redeemable, and shall otherwise have no preferential or other rights. The Consultant understands that, as of the date hereof, Guardian has insufficient shares of Common Stock to issue upon conversion of the Series B Preferred Stock and it is the Company's present intention that, following the Acquisition, Guardian will hold a meeting of Guardian's stockholders to approve an increase in the authorized shares of common stock of Guardian. Accordingly, Consultant understands and agrees that Guardian will have insufficient shares of Common Stock to permit Consultant to convert the Series B Preferred Stock immediately following the Acquisition and Consultant agrees not to exercise any conversion right with respect to such Series B Preferred Stock until such time as the stockholders of Guardian have approved such an increase in Guardian's authorized shares of common stock. The shares or other securities issued to Consultant as the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 3,450 shares of Common Series B Preferred Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate terminates this Agreement prior to February 13September 7, 2002 for any reason whatsoever2003, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Series B Preferred Stock issued to it as part of the Commencement Bonus hereunder. However, if the Company terminates this Agreement on or before September 7, 2003, Consultant shall not be entitled to receive the second payment of 345,000 restricted shares of Common Stock or its equivalent. If the Company, in its sole discretion, terminates this Agreement after September 7, 2003, but prior to May __, 2004, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock issued to it as a Commencement Bonus hereunder. All stock or other securities issued pursuant to the provisions of this Agreement will be treated as a Commencement Bonus, therefore, and constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer. In the event the Company is acquired in whole or in part, during the Term (as hereinafter defined) of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares or other securities paid to it hereunder. All Shares It is further agreed that, if at any time during the Term of this Agreement, the Common Stock issued pursuant to this Agreement shall be issued in the name Company or substantially all of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement assets are merged with or acquired by another entity, the SEC Consultant shall retain and will not be requested by the Company to return any of the shares or other securities issued to it. (b) The Company further agrees that, commencing after the effectiveness of the first registration of the Company's (or Guardian's, as the case may be) securities under the Securities Act (other than a registration on Form SS-4 or S-8), in the event that the Company proposes to register any of its securities under the Securities Act (other than a registration on Form X-0, Xxxx X-0, or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares), Consultant shall give written notice thereof to Consultant ("Piggy Back Notice"). Upon written request of Consultant given twenty (20) days after receipt of such Piggy Back Notice hereunder, the Company (or, following the Acquisition, Guardian) shall, subject to the provisions of this Section 4, cause to be included in the registration statement filed by the Company (or, following the Acquisition, Guardian) under the Securities Act all of the Shares; provided that the Company (or, following the Acquisition, Guardian) shall have no such obligation if such registration relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same by the Company (or Guardian). To the extent that Consultant is offered the opportunity hereunder to include all of its Shares in a registration statement, the Consultant will be deemed to have exercised its sole piggy-i back registration right provided hereunder, unless the Consultant has been denied the right to participate in such registration by the managing underwriter of the registration, as provided in paragraph (c) hereinbelow. It shall be a condition precedent to the obligations of the Company (or Guardian) hereunder to take any action pursuant hereto, having chosen to have its Shares included for registration, that the Consultant shall furnish to the Company such information regarding the Consultant, its Shares and the intended method of disposition of such securities as shall be required to effect the registration thereof. In that connection, the Consultant shall be required to represent to the Company (or Guardian) that all such information which is given is complete and accurate in all material respects and will use its best efforts agree to cause indemnify the Company in connection with such Registration Statement information. Consultant shall deliver to be declared effective the Company (or Guardian) a statement in writing that it intends to sell, transfer or otherwise dispose of such securities. (c) If requested by the SEC managing underwriter of any public offering by the Company (or Guardian, as soon as possible thereafter. Xxxxxxxxx Financial Communicationsthe case may be), Inc. Consultant agrees that it will not sell offer, sell, contract to sell, transfer, assign, hypothecate, gift, grant any option or warrant to purchase or right to acquire the Shares without the prior written consent of such underwriter, and the Consultant will permit the certificates representing such Shares to be stamped with an appropriate restrictive legend and the Company (or Guardian) will cause the transfer during agent for the term of this Agreement any Company (or Guardian) to note such restrictions on the transfer books and records of the 300,000 shares of Company's stock issued Company (or Guardian); and the Consultant shall enter into an agreement with respect to it hereunder. Additionally the foregoing with the Company agrees to pay Consultant (or Guardian) and any such underwriter at or before the sum closing of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementsuch public offering. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full It is hereby acknowledged and complete compensation agreed that the Consultant shall render the Services as defined hereinabove during the Initial Term and during the continuance of this Agreement and shall thus be compensated from the date in which the Consultant’s Services to the Company directly assists the Company in securing not less than two hundred and fifty thousand dollars ($250,000) in a qualified equity financing transaction to the termination of this Agreement, a monthly amount of CAD$10,000 (the “Fee”) plus applicable taxes. Such Fee shall be payable upon the fulfillment of the condition stipulated herein and monthly thereafter. Subject to this Agreement, the Company shall issue a total of 6.6 pre-money Common Shares (“Shares”) of the Company to “KPAC Holdings Ltd” (“KPAC”) upon the Company securing five hundred thousand dollars ($500,000) in a qualified equity financing transaction in which the Consultant’s Services to the Company directly assisted the Company with the transaction. The Company shall further issue a total of 6.6 Shares to KPAC upon the Company securing every additional five hundred thousand dollars ($500,000) in a qualified equity financing transaction in which the Consultant’s Services to the Company directly assisted the Company with the transaction for services described a maximum issuance of thirty-three (33) Shares to KPAC by the Company if the Company secures two million five hundred thousand dollars ($2,500,000) in a qualified equity financing transaction in which the Consultant’s Services to the Company directly assisted the Company with the transaction. The stock certificate(s) should be in the name “KPAC Holdings Ltd” (“KPAC”) and issued within 30 working days from the closing of the relevant qualified equity financing transaction The Company and its management further agree to include these shares in connection with any registration statement filed by the Company with the appropriate regulatory authority including but not limited to the Securities and Exchange Commission. At the time of issue, the Company agrees that the “compensation” shares shall be deemed “fully earned”. Pursuant to this Agreement the Company shall compensate has agreed to issue the Consultant "compensation" shares of common stock to KPAC. If the Company undertakes a reverse split as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, part of the Initial Public Offering ("IPO") then the Company agrees to issue and deliver additional shares to KPAC so that they will have the Consultant a "Commencement Bonusoriginal compensation" payable in the form of 300,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's common stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementpost reverse split. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 : For undertaking this engagement services rendered by Consultant to the Company from April 1, 2000 to June 20, 2000, for Consultant's identification during such period of time of a large global financial strategic partner for the company as well as the identification of other potential strategic partners and opportunities and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus" payable Stock Fee") in the form of 300,000 Three Hundred Thirty Three Thousand Three Hundred Thirty Three (333,333) shares of the Company's Common Stock ("Common Stock"). Company shall confirm Consultant's performance of such services to be rendered from April to June 20, 2000 and Company's obligation to pay such Stock Fee by executing Exhibit A to this Agreement. This Commencement Bonus Stock Fee shall be issued to the Consultant immediately following no later than June 30, 2000 and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company also agrees to pay Consultant the sum of Three Thousand Dollars ($3,000.00) cash per month beginning July 1, 2000, the first installment of which is due upon the full execution of this Agreement and subsequent installments due and payable on the last day of each month for the duration of this Agreement, and shall, when issued paid to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement BonusStock Fee, therefore, shall constitute payment for Consultant's agreement to consult services rendered to the Company for the period of time from April 1, 2000 to June 20, 2000 and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainerratable; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13June 30, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares cash or Common Stock paid to it hereunder. All Shares Further, if and in the event the Company is required in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 333,333 shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 333,333 shares of Common Stock paid to it hereunder. The Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial CommunicationsThe Del Mar Consulting Group, Inc. The Further, the Company agrees that it will include all shares issuable to Consultant hereunder include, in the Company's next Registration Statement filed by the Company with the SBC on Forms SB-1, XX-0, XX-0 xx other appropriate form relating to the resale of restricted shares, the Common Stock issued to Consultant pursuant to this Agreement, excluding the current SB-2 Registration Statement which has been filed with the SEC on Form S-i and will use its best efforts or about May 15, 2000. The company agrees to cause file such Registration Statement to be declared effective by the SEC as soon as possible thereaftera registration statement no later than March 31, 2000. Xxxxxxxxx Financial CommunicationsThe Del Mar Consulting Group, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.agrees

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "“Commencement Bonus" ” payable in the form of 300,000 1,100,000 (one million one hundred thousand) shares of the Company's Common Stock ("’s Restricted Common Stock"), which represents less than 5% of the issued and outstanding shares of common stock in the Company. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares") have not been registered under ”), Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid, and non- assessable and that the issuance and eventual transfer is exempt from of them to Consultant pursuant to this Agreement shall have been validly issued, fully paid, and non-assessable and that the registration requirements issuance, and any transfer of that Actthem to Consultant shall have been duly authorized by the Company’s board of directors.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 1,000,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 500,000 shares up front and the remaining balance to be paid to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable30 days after. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportion able, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ). Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer is exempt from of them to Consultant has duly authorized by the registration requirements Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Company's board of that Actdirectors shall have duly authorized the issuance, and any transfer of them to Consultant.

Remuneration. As full and complete compensation for ------------ services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 1,000,000 shares of the Company's Common Stock ("Common Stock") and 1,000,000 warrants (the "Warrants") entitling the Consultant the right to purchase shares of the Company's Common Stock. The form and content of the Warrant agreement is attached hereto and referenced as "Exhibit A". Among other things, the Warrants will contain the following terms and conditions: 1. the Warrants will be excercible at a price of One Dollar ($1.00); 2. the Warrants will be for a term of four (4) years; 3. the Warrants will contain no call and/or redemption provisions; 4. the Warrants will contain "piggyback registration rights" such that the shares of common stock issuable upon the exercise of the Warrants will be included in the next appropriate registration filed by the Company, which shall be filed by the Company no later than October 1, 1998. All registration costs shall be borne solely by the Company; and, 5. The Warrants shall be exercisable at anytime during the term of the Warrants and shall contain a "cashless exercise" provision. This Commencement Bonus shall be issued to the Consultant immediately promptly following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-non- assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 1,000,000 shares of Common Stock and the 1,000,000 Warrants issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable refundable, non- apportionable, and non-ratable retainer; such Shares Warrants are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 15, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock or Warrants paid to it hereunder. All Shares 750,000 shares of the Common Stock and 750,000 of the Warrants issued pursuant to this Agreement shall be evidenced by a stock certificate and warrant agreement(s) issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Company agrees that it will include all and 250,000 shares issuable of the Common Stock and 250,000 of the Warrants issued pursuant to Consultant hereunder this Agreement shall be evidenced by a stock certificate and warrant agreement(s) issued in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term name of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementXxxxxx X. Xxxx ("Prag"). 4.2 Consultant acknowledges and Prag (hereinafter referred to as "Consultants") acknowledge that the shares of Common Stock and Warrants to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultants acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of his entire investment in the Shares. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchases described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Shares for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement engagement, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "Commencement Bonus" payable in the form of 300,000 Seventy Thousand (70,000) shares of the Company's ’s Common Stock ("“Common Stock")” and such shares, collectively, the “Shares”) as set forth herein. This Commencement Bonus These Shares shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and stock certificates representing the Stock payment shall be issued and delivered to Consultant promptly following execution of this Agreement. Consultant shall, on a best efforts basis and for a period of 1 year following the termination of this agreement, inform the company in advance of any sale of more than 15% of the total Shares issued under this agreement on any single trading day, (subject to all terms and restrictions listed in Paragraph 4.6) without any additional limitation of the Consultant’s rights as a shareholder, or as a buyer, or seller of shares owned or controlled outside of this agreement. Consultant shall, no less frequently than monthly, provide a status and performance report to the Company’s CEO/President on activities undertaken under this Agreement in the prior month as well as setting forth anticipated activities under this Agreement for the upcoming month(s). 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future servicesAgreement. If the Company decides to terminate this Agreement prior to February 13prior to its expiration, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid and issued to it hereunderunder Paragraph 4.1 hereunder prior to said termination. All Shares Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid and issued pursuant to it hereunder as of the date of said acquisition. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company which can be shown to negatively affect the Company, then the Shares issued to Consultant hereunder will be immediately forfeited. 4.3 Notwithstanding anything else in this Agreement shall be issued to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company’s internal accounting practices, the Company may desire to allocate all or a portion of the Stock payment in Paragraph 4.1 to any number of the name of Xxxxxxxxx Financial Communicationsservices provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Inc. Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.4 The Company agrees that it will include all shares issuable Shares issued or to be issued to Consultant hereunder in the Company's next Registration Statement registration statement filed by the Company with the SEC on Form S-i and will use its best efforts Forms XX-0, X-0 or other appropriate form relating to cause the resale of restricted shares if the Company elects to file such Registration Statement to be declared effective by the SEC as soon as possible thereaftera registration statement. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during any of the term Shares issued to it hereunder prior to the earlier of six months following the issuance of the Shares or the termination of this Agreement any of by the 300,000 shares of Company's stock . 4.5 Company warrants that the Shares issued to it hereunder. Additionally Consultant under this Agreement by the Company agrees shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.6 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.7 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in Consultant's agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 150,000 shares of the Company's Common Stock ("Common Stock"). This These shares shall be payable on the 29th of each month at a rate of 25,000 shares per month ("Tranche") for six months. The first Tranche of the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and with the second Tranche due September 29, 2001. Each Tranche shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares Tranches of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; retainer once each such Shares Tranche is paid to Consultants. Such shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares Tranches paid to it hereunderhereunder prior to the date of such termination. Any remaining Tranches after such termination not yet paid to Consultant shall be retained by the Company and shall not be due and owing to Consultant. b. All Shares Tranches of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will use its best efforts to include all shares issuable issued to Consultant hereunder in the Company's next Registration Statement filed with the SEC on Form S-i pursuant to which such shares could be registered and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during the term of this Agreement until August 20, 2002 any of the 300,000 shares of the Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 3,000.00 cash per month due and payable on fourteenth twenty-ninth day of each month on this AgreementAgreement beginning September 29, 2001. 4.2 c. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate EraStar by paying twenty five thousand US dollars ($25,000) a month, within ten (l0) business days from the Consultant signing of this agreement, for twelve (12) months ending in October, 2015 for a total of three hundred thou sand dollars ($300,000) as well as issuing Company common stock as follows: 4.1 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form EraStar an initial payment of 300,000 shares four hundred thou sand (400,000) restricted shares, of the Company's Common Stock (the "Common StockShares")) to be delivered to EraStar within ten (I0) business days of the signing of this Agreement. This Commencement Bonus initial payment shall be issued to the Consultant EraStar immediately following execution of this Agreement and shall, when issued and delivered to the Consultant EraStar, be fully paid and non-assessable. The Company understands and agrees that Consultant EraStar has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with ConsultantEraStar. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, Shares constitute payment for ConsultantEraStar's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 the first anniversary of the effective date of this Agreement for any reason whatsoever, it is agreed and understood that Consultant EraStar will not be requested or demanded by the Company to return an y of the Shares. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood EraStar will not be requested or demanded by the Company to return the Shares. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the EraStar shall retain and will not be requested by the Company to return any of the Shares; provided however, that the Shares paid to it hereunder. All Shares may be converted into securities of the Common Stock successor entity. 5.2 The Company shall grant and deliver to EraStar warrants to purchase an aggregate of 900,000 shares of common stock (the "Warrants") as addition al consideration for EraStar's services. The Warrants shall be issued on the effective date of this Agreement and shall be fully earned and non­assessable as of the effective date of this Agreement. The Warrants shall be exercisable for a term of five (5) years from the date of issue. The exercise price of the warrants shall be as follows: i. 300,000 Warrants, exercisable immediately through October 27, 2019 at fifty cents ($0.50) per share (the "$0.50 Warrants") ii. 300,000 Warrants, exercisable immediately through October 27, 2019 at one dollar ($1.00) per share (the "$1.00 Warrants") iii. 300,000 Warrants, exercisable immediately through October 27, 2019 at two dollars ($2.00) per share (the "$2.00 Warrants") 5.3 The Shares and Warrants issued pursuant to this Agreement agreement shall be issued in the name of Xxxxxxxxx Financial CommunicationsEraStar, Inc. The Inc., Tax ID # 00-0000000 or its designees to be provided under separate cover email. 5.4 With each transfer of the Shares and shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares" and, together with the Shares and the Warrants, the "Securities") the Company agrees shall cause to be issued a certificate representing such shares and, if required by applicable law and legally permissible, a written opinion of counsel for the Company stating that it will include said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to EraStar has been duly authorized by the Company. Company warrants that all shares issuable Securities issued to Consultant hereunder in EraStar pursuant to this Agreement shall have been or shall be validly issued, fully paid and non-assessable and that the issuance and any transfer of them to EraStar has been duly authorized by the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 Consultant 5.5 EraStar acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") Securities have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act"), and accordingly are "restricted securities" within the meaning of Rule 144 of the Securities Act. As such, the shares Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements requirement s of that Securities Act. The Company agrees to take any and all action(s) reasonable and legally permissible to clear the subject securities of restriction upon presentation of any Rule 144(d) application by EraStar or its broker, including, but not limited to: (1) Authorizing the Company’s transfer agent to remove the restrictive legend on the subject securities; (2) Expediting either the acquisition of a legal opinion from Company's counsel authorizing the rem oval of the restrictive legend, or accepting a third party legal opinion acknowledging same; and (3) Cooperating and communicating with EraStar and its broker in order to use Company's best efforts to clear the subject securities of restriction as soon as possible after presentation of a Rule 144(d) application by EraStar (or its broker) to either the Company and/or the Company's transfer agent. Further, the Company agrees to not unreasonably withhold or delay approval of any application filed by EraStar under Rule 144(d) of the Act to clear the subject securities of restriction. ● EraStar and the Company acknowledge and agree that EraStar will suffer irreparable harm and anticipated and actual damages in the event that the Company unreasonably withholds or delays any Rule 144(d) application by EraStar to either the Company or the Company's transfer agent. The Company agrees that money damages could not compensate EraStar for its irreparable harm. ● EraStar and the Company therefore agree that the Company shall have a period of ten (10) business days from the date EraStar's Rule 144(d) application is tendered to either the Company or its transfer agent by either EraStar and/or its broker, to take any and all necessary action to clear the subject securities of restriction, consistent the covenants in Section above. The Company and EraStar agree that this ten (10) day period is reasonable and consistent with industry standards concerning the handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that EraStar's ability to clear the subject securities of restriction, by virtue of the Company's best efforts, cooperation, covenants and representations in this regard is a material part of this Agreement and is a reason able and material expectation of EraStar in entering into this Agreement. Should events occur that require further expense of time beyond this ten (l0) day time period, the Company and EraStar shall reasonably agree in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be agreed to unless the Company comports with its "best efforts" obligations, as set out above, and communicates with EraStar bona fide and reasonable attempts at meeting Company's obligations to clear the subject restricted securities, as described herein. Any written extension herein may be executed in counterparts by the principals of the Company and EraStar, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any agreement to extend time shall be deemed a complete original. ● Should the Company fail to successfully take any and all reasonable and legally permissible actions necessary to clear the subject securities of restriction within the ten (10) day time period after EraStar or its broker's presentation of a Rule 144(d) application , or seek to extend time as provided and in light of the irreparable harm that EraStar will suffer i n the event of any intentional and/or unintentional delay i n EraStar's Rule 144(d) application , Company herein irrevocably consents and agrees that EraStar shall be entitled to injunctive relief in order to immediately enforce EraStar's right to removal of the restrictive legend on the Company's securities. Company further agrees that EraStar shall be entitled to immediately seek the injunctive relief contemplated and described herein in the Superior Court of Nevada, Xxxxxx County. Both the Company and EraStar agreed that EraStar's access to injunctive relief; and the Company' s consent to EraStar's ability to obtain such injunctive relief shall not otherwise amend, supersede or modify the parties' agreement to submit any other disputes to mediation and arbitration as provided herein. 5.6 In connection with the acquisition of Securities hereunder, EraStar represents and warrants to the Company, to the best of its/his knowledge, as follows: ● EraStar acknowledges that EraStar has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment i n the Securities, and any additional information which EraStar has requested. ● EraStar's investment in restricted securities is reasonable in relation to EraStar's net worth, which is i n excess of ten (10) times EraStar’s cost basis in the Shares. EraStar has had experience in investments in restricted and publicly traded securities, and EraStar has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. EraStar acknowledges that an investment in the Securities i s speculative and involves the risk of loss. EraStar has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and EraStar can afford the risk of loss of his entire investment in the Securities. EraStar is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. ● EraStar is acquiring the Securities for EraStar's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. ● EraStar is aware that information furnished by the Company pursuant to the terms of this Agreement may contain material, non-public information regarding the Company and that the United States securities laws prohibit any Person who has such material, non ­ public information from purchasing or selling securities of the Company on the basis of such information or from communicating such information to any Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities on the basis of such information. The term "Person," as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.

Remuneration. As full and complete compensation for services described in Consultant's agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 200,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-non- ratable retainer; such . Such Shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. . b. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will use its best efforts to include all shares issuable issued to Consultant hereunder in the Company's next Registration Statement filed with the SEC on Form S-i pursuant to which such shares could be registered and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 c. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable considerationconsideration , the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 490,000 unregistered, restricted shares of the Company's Common Stock common stock (the "Common Stock")) as that term is defined in the Securities Act of 1933, as amended. This Commencement Bonus shall be issued to the Consultant immediately promptly following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13January 2, 2002 1998 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereundershares of Common Stock. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued evidenced by a stock certificate(s) in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in shall have demand registration rights at the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term end of this Agreement any of to require the 300,000 Company to register the 490,000 shares of Company's stock issued to it hereunder. Additionally under this Agreement with the same timing as that committed to participants in the Reg D/506 private placement initiated by the Company agrees to pay Consultant in December, 1996. All registration costs shall be borne solely by the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCompany. 4.2 Consultant acknowledges that the shares of Common Stock to be issued issuable pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 1,980,000 shares of the Company's Common Stock ("Common Stock"). The Company will issue and sell to Consultant and Consultant will purchase from Company the 1,980,000 shares ("Common Stock") at $0.01 per share. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 1,980,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13January 30, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. All Shares The shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Company agrees that it will include all Inc. 4.2 For performance under this agreement on a month-to-month basis, a Consultant Fee, payable in the form of 3,000 shares issuable to Consultant hereunder in per month of the Company's next Registration Statement with Common Stock. This Consultancy Fee shall be issued to the SEC Consultant on Form Sa monthly basis, the first month pro-i rated according to the number of days remaining in that month, and will use its best efforts to cause such Registration Statement paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be declared effective paid monthly for the duration of this Consulting Agreement 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the transfer of them to Consultant has been duly authorized by the SEC as soon as possible thereafterCompany. Xxxxxxxxx Financial Communications, Inc. agrees Company warrants that it will not sell or transfer during the term of all Shares transferred to Consultant pursuant to this Agreement any shall have been validly issued, fully paid and non-assessable and that the transfer of them to Consultant shall have been duly authorized by the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum board of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.5 In connection with the acquisition of Shares hereunder, the Consultant represent and warrant to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 200,000 shares (collectively, the "Shares") of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares 200,000 Shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 1325, 2002 2006, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 200,000 Shares of Common stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder200,000 Shares. Additionally the Crosslink Financial Communications 400-000-0000 Confidential 2 4.2 Monthly Stock Compensation The Company agrees to pay Consultant the sum of $6,000.00 cash per month due issue and payable on fourteenth day of each deliver, every month on the contract anniversary of this Agreement, an additional 8,000 Shares of Common Stock. 4.2 Consultant acknowledges that the shares 4.3 With each transfer of Shares of Common Stock to be issued pursuant to this agreement (collectivelyAgreement, Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said Shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company's Board of Directors. The Company further agrees that all Shares issued to Consultant hereunder shall carry "Shares") piggyback registration rights" whereby such Shares will be included in the next registration statement filed by the company. The Company further agrees that it will file a registration statement in which the Consultant is permitted to participate no later than February 25, 2006. Consultant agrees that it will not sell or transfer, during the terms of this Agreement, any of the Shares of Company stock issued to Consultant. 4.4 Consultant acknowledges that the Shares of Common Stock to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant AFC (herein referred to as "Consultant") as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 shares 200,000 of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 200,000 shares of Common Stock stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13November 14, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder. All Shares 100,000 shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxx Xxxxxxxxx Financial Communications, Inc. and 100,000 shares of Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxx Xxxxxxxxx(Xxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx hereinafter referred to as "Consultants"). The Company agrees that it will include all shares issuable to Consultant Consultants hereunder shall carry "piggyback registration rights" whereby such shares will be included in the next appropriate registration statement filed by the Company's next Registration Statement with the SEC on Form S-i and . The Company further agrees that it will use its best efforts to cause such Registration Statement to be declared effective file a registration statement by the SEC as soon as possible thereafterSeptember 30, 1999. Xxxxxxxxx Financial Communications, Inc. agrees Consultants agree that it neither will not sell or nor transfer during the term of this Agreement any of the 300,000 200,000 shares of the Company's stock issued to it Consultants hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges Consultants acknowledge that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. In addition, Consultant agrees that, during the term hereof neither it, nor its officers or affiliates shall directly or indirectly, acquire or dispose of any securities of Company without the Company's written consent. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information, which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative securities and other investments, which involve the risk of loss of investment. Consultants acknowledge that an investment in the Shares is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of his entire investment in the Shares. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Shares for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement ------------ this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 75,000 shares of the Company's Common Stock ("Common Stock"), an Option to purchase 45,000 shares of the Company's Common Stock at $11.00 per share and an Option to purchase 45,000 shares of the Company's Common Stock at $15.00, which becomes exercisable when 80% of the Company's outstanding publicly traded warrants are exercised (the "Warrants"). The Options will carry a term of the lesser of fours years from the date of this Agreement or two years after the termination of this Agreement or any renewal thereof, and the Options will have a "cashless" or "net exercise" provision. A copy of the Options are attached hereto and referenced as "Exhibit "A". This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company also agrees to pay Consultant the Consultant sum of $3,000.00 cash per month, the first installment of which is due upon the full execution of this Agreement and subsequent installments due and payable on the fifteenth day of each month for the duration of this Agreement, and shall, when paid to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock and Options issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13April 15, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares Common Stock or Options paid to it hereunderhereunder but that the Consultant's rights to additional monthly cash payments shall cease. All Shares of the The Common Stock and Options issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial CommunicationsThe Del Mar Consulting Group, Inc. The Further, the Company agrees that it will include all shares issuable to Consultant hereunder include, in the Company's next Registration Statement filed by the Company with the SEC on Form S-i S3 or other appropriate form relating to the resale of restricted shares, both the Common Stock issued to Consultant pursuant to this Agreement, as well as the shares of the Company's common stock underlying the Options issued to the Consultant hereunder. The Company agrees to file such a registration statement no later than January 15, 2001 and will agrees to use its best efforts to cause such Registration Statement to be declared keep said registration statement effective so long as the Consultant owns any shares covered by the SEC as soon as possible thereaftersaid registration statement. Xxxxxxxxx Financial CommunicationsThe Del Mar Consulting Group, Inc. agrees that that, notwithstanding the effectiveness of any such Registration Statement, it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock Common Stock or Options issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information, which the Consultants have requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultants has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. 4.4 Consultant represents and warrants to Company that it is not a Member of the National Association of Securities Dealers, Inc. and that neither it nor any of its affiliates are affiliated with such a Member.

Remuneration. As full and complete compensation for services described in the Agreement Consultant's agreement to perform the Services, the Company shall compensate the Consultant as follows: 4.1 A. For undertaking this engagement and for of other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 $50,000 payable in cash and 500,000 common shares (the "Shares") of the Company's Common Stock common stock ("''Common Stock"). This The cash portion of this Commencement Bonus shall will be issued to the Consultant immediately following execution payable as follows: $25,000 on signing, and $25,000 on or before January 15, 2018. The Shares portion of this Agreement and shallcommencement Bonus will be payable as follows: 350,000 common shares will be paid on or before January 15, when issued to the Consultant 2018; 150,000 common shares will be fully paid and non-assessableon or before February 15, 2018. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with the Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoeveragreement is terminated, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid shares of Common Stock issued to it hereunder. prior to the termination date. B. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will use its best efforts to include all 350,000 shares issuable issued to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will thereafter and not sell or transfer during to exceed 6 months from the term date of this Agreement any agreement. C. The Consultant shall not, directly or indirectly engage in the purchase or sale of the 300,000 shares of Company's stock issued to it hereunder. Additionally Common Stock based on knowledge of any material non-public information of the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCompany. 4.2 D. The Consultant acknowledges that shall not engage in trading practices which will adversely affect the shares trading price of the Company's Common Stock to be issued pursuant to Stock, which includes short selling of Company Common Stock, for the duration of this agreement (collectively, and a 1 year period of time after the "Shares") have not been registered under the Securities Act expiration or termination of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actthis agreement.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 390,000 unregistered, restricted shares of the Company's Common Stock (the "Common Stock"), which for this purpose have been valued by the Company's Board of Directors and the Consultant at $ 2.125 per share. This Commencement Bonus shall be issued to the Consultant immediately promptly following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 390,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock shares issued pursuant to this Agreement shall be evidenced by stock certificate(s) issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Consultant shall have demand registration rights at the end of this Agreement to require the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts in a timely manner to cause such Registration Statement to be declared effective by register the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 390,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on under this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. It is also understood that the certificates will bear a legend reflecting the fact that the securities have been issued without registration under the Securities Act of 1933 and may not be sold or transferred except upon registration or an exemption therefrom and compliance with any applicable state securities laws. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant AFC as follows: 4.1 (a) For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "“Commencement Bonus" ” payable in the form of 300,000 2,500,000 shares of the Company's ’s Common Stock ("“Common Stock"”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 2,500,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13August 23, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 2,500,000 shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Common Stock issued pursuant to this Agreement shall be issued Company’s assets are merged with or acquired by another entity, or some other change occurs in the name legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of Xxxxxxxxx Financial Communications, Inc. the 2,500,000 shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. The Company further agrees that it will include all shares issuable file a registration statement in which the Consultant is permitted to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. participate no later than August 23,2002.Consultant agrees that it will not sell or transfer during the term terms of this Agreement any of the 300,000 shares 2,500,000 of Company's Company stock issued to it hereunder. Additionally Consultant (b) The Company will issue to Consultant (or nominee) 200,000 options at $1.00 available for the Company agrees term of four years and fully vested for conversion to pay Consultant the sum registered common shares upon receipt of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementcash. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company’s board of directors. 4.3 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares"”) have not been registered under the Securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.4 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant grants all voting rights to the 2,500,000 to the President and CEO of the Company during ownership. (c) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (d) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 1,490,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-non- assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 The 1, 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13October 12, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 1,490,000 shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 1,490,000 shares. 4.2 For performance under this agreement on a month-to-month basis, a Consultancy Fee, payable in the form of 5,000 shares per month of the Company's Common Stock. This Consultancy Fee shall be issued to the Consultant on a monthly basis, the first month pro-rated according to the number of days remaining in that month, and paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be paid monthly for the duration of this Consulting Agreement. 4.3 The shares issued pursuant to this agreement shall be issued in the names of Liviakis Financial Communications, Inc. (1,193,500 shares), Xxxxxxx X. Xxxxxxxxx (148,250 shares) and Xxxx Xxxxxxxxx (148,250 shares). 4.4 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued in a certificate representing the name Common Stock and a written opinion of Xxxxxxxxx Financial Communicationscounsel for the Company stating that said shares are validly issued, Inc. The Company agrees fully paid and non-assessable and that it will include all shares issuable the issuance and eventual transfer of them to Consultant hereunder in has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 4.5 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.6 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 1. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" monthly cash fee, payable in on the form Effective Date and each monthly anniversary during the term of 300,000 this agreement, of $2,500, plus 900,000 Company shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall to be issued delivered to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock common stock issued as a Commencement Bonusfee, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Fee hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 Stock. Customary anti-dilution and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actadjustments for stock splits shall apply.

Remuneration. As full and complete compensation for services Services described in the Agreement this Agreement, the Company shall compensate pay the Consultant as follows: 4.1 For undertaking this engagement and 200,000 warrants (“Warrants”) for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form purchase of 300,000 shares (“Warrant Shares”) of common stock of the Company's Common Stock , at an exercise price of $0.50 per share and expiring on December 31, 2009, and for whom the Consultant initially shall provide Services, plus 200,000 shares ("Common Stock")“Shares”) of common stock of the Company. This Commencement Bonus shall The Warrants and Shares are to be transferred, assigned or issued to the Consultant immediately following execution written direction of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Warrants, the Warrant Shares and the Shares (collectively, the "SharesSecurities") have not been registered under the Securities Act of 1933 (the “Act”), and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. If there is no effective Registration Statement registering the resale of the Warrant Shares by the Consultant or its assignee(s) (collectively the “Holder”) at such time, the Company also agrees on a best efforts basis with bona fides intent that upon written notice from the Holder to the Company requesting exercise of the Warrants, (i) it will on or after March 31, 2005 facilitate the exercise of any or all of the Warrants into Shares on a cashless exercise basis and then facilitate the exchange of the Shares for the same number of freely transferable Shares; (ii) if the Warrants cannot be exercised on a cashless exercise basis, then the Company undertakes to facilitate the assignment of the Warrants to the direction of the Company in return for transfer to the Holder of the number of freely transferable Shares that would have been received by the Holder if he had been able to convert the Warrants on a cashless exercise basis; and/or (iii) facilitate the exchange or swap with a third party shareholder of the Shares for freely trading shares of common stock of the Company.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking agreeing to undertake this engagement and for other good and valuable considerationperformance of the services described above, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 shall be issued Rule 144 70,000 shares per month of the Company's Common Stock Stock. $.01 par value per share (the "Common StockShares")) with issue price based on 5 day closing average as of October 1. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable2009. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives will derive a substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, Shares therefore, constitute payment in full for Consultant's agreement to consult provide the Consulting Services to the Company and are represent a nonrefundable, non-apportionable apportionable. and non-ratable retainer; such . The Shares are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeverAgreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to Shares, it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Shares. (b) Upon the Company's stock issued transfer to it hereunder. Additionally the Consultant of the Shares, the Company agrees shall cause to pay be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, fully paid and non­-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the sum Company's board of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 (c) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") Shares have not NOT been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. (d) In connection with the acquisition of Shares hereunder, the Consultant represents and accordingly are "restricted securities" within warrants to the meaning Company, to the best of Rule 144 his, her or its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the ActCompany concerning an investment in the Shares, and any additional information which the Consultant has requested. (ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. As suchConsultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the shares may risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not be resold with a view toward resale or transferred unless distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actin any fundraising activities.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 Warrants to purchase 1,290,000 shares of the Company's Common Stock common stock (the "Common StockWarrants"). The form and content of the Warrant agreement is attached hereto and referenced as "Exhibit A." Among other things, the Warrants will contain the following terms and conditions: a. the Warrants will be exercisable at a price of Four Dollars and Sixty-Two Cents ($4.62) per share; b. the term of the Warrants will expire on February 10, 2002; c. the Warrants will contain no call and/or redemption provisions; d. the Warrants will contain (i) "piggyback registration rights" such that the shares of common stock issuable upon the exercise of the Warrants may be included in the next appropriate registration, if any, filed by the Company before November 30, 1998, subject to certain conditions, and (ii) if no registration in which the Consultants are permitted to participate is anticipated to occur by November 30, 1998, the Company's agreement to use its best efforts to file a Form S-3 registration statement by November 30, 1998 registering for resale the shares of common stock issuable upon the exercise of the Warrants. All registration costs shall be borne solely by the Company; and e. the Warrants shall be exercisable after May 15, 1998. This Commencement Bonus shall be issued to the Consultant immediately promptly following execution of this Agreement and the shares issuable upon exercise of the Warrants shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 Warrants to purchase 1,290,000 shares of Common Stock the Company's common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares Warrants are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 133, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares Warrants paid to it hereunder. All Shares of the Common Stock issued Warrants to purchase 967,5000 shares pursuant to this Agreement shall be evidenced by a Warrant agreement or agreements issued in the name of Xxxxxxxxx Liviakis Financial Communications, Inc. The Company agrees that it will include all and Warrants to purchase 322,500 shares issuable pursuant to Consultant hereunder this Agreement shall be evidenced by a Warrant agreement or agreements issued in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term name of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementRobert B. Prag ("Prag"). 4.2 Consultant acknowledges 0.0 Xxxxxltant and Prag (hereinafter referred to as "Consultants") acknowledge that the shares of Common Stock common stock to be issued pursuant to this agreement the Warrants (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, as amended (the "Act"), and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that the Act. 4.3 In connection with the acquisition of the Warrants and the shares issuable upon exercise of the Warrants, the Consultant and Mr. Prag (together, "Consultantx") xxxxesent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Warrants and the underlying Shares, and any additional information which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Warrants. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultants acknowledge that an investment in the Warrants is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of their entire investment in the Warrants. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Act, and (ii) purchasers as described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Warrants for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking agreeing to undertake this engagement and for other good and valuable considerationperformance of the services described above, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 shall be issued Rule 144 250,000 shares per quarter of the Company's Common Stock Stock. $.01 par value per share (the "Common StockShares"). This Commencement Bonus shall be issued to ) due on the Consultant immediately following execution first day of this Agreement and shall, when issued to the Consultant be fully paid and non-assessablequarter with issue price based on 5 day simple average of the closing price on the date the obligation is due. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives will derive a substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, Shares therefore, constitute payment in full for Consultant's agreement to consult provide the Consulting Services to the Company and are represent a nonrefundable, non-apportionable apportionable. and non-ratable retainer; such Shares are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeverAgreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to Shares, it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Shares. (b) Upon the Company's stock issued transfer to it hereunder. Additionally the Consultant of the Shares, the Company agrees shall cause to pay be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, fully paid and non­-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the sum Company's board of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 (c) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") Shares have not NOT been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. (d) In connection with the acquisition of Shares hereunder, the Consultant represents and accordingly are "restricted securities" within warrants to the meaning Company, to the best of Rule 144 his, her or its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the ActCompany concerning an investment in the Shares, and any additional information which the Consultant has requested. (ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. As suchConsultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the shares may risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933. and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not be resold with a view toward resale or transferred unless distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actin any fundraising activities.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant ____________________ as follows: 4.1 a) For undertaking this engagement and for other good and valuable considerationperformance of the services described above for a period of at least ________________________ months, the Company agrees to issue and deliver to the acknowledges that Consultant a "Commencement Bonus" payable in the form shall be issued _____________________________________ shares of 300,000 shares common stock of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution , with a par value of this Agreement $0.001 per share and shall, when issued to the Consultant be fully paid and non-assessablea current value of $_________ per share. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement BonusStock, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeveragreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Common Stock issued pursuant to this Agreement shall be issued in the name Company or substantially all of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement assets are merged with or acquired by another entity, or some other change occurs in the SEC on Form S-i legal entity that constitutes the Company that results in a change in control of substantially all of the Companies shares or assets, the Consultant shall retain and will use its best efforts to cause such Registration Statement to not be declared effective requested by the SEC as soon as possible thereafterCompany to return any of the shares. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's Company stock issued to it hereunder. Additionally Consultant. b) With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company agrees stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to pay Consultant has been duly authorized by the sum Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of $6,000.00 cash per month due and payable on fourteenth day the shares to Consultant shall have been duly authorized by the Company's board of each month on this Agreementdirectors. 4.2 e) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Actunder form S8.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 5,000,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 2,500,000 shares up front and the remaining balance to be paid to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable30 days after. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportion able, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ). Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer is exempt from of them to Consultant has duly authorized by the registration requirements Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Company's board of that Actdirectors shall have duly authorized the issuance, and any transfer of them to Consultant.

Remuneration. As full and complete compensation for services described Company agrees to pay Consultant a monthly retainer of $8,750 per month. The first payment is due upon the signing of this agreement, but in any event no later than three days following the Agreement signing of the Company shall compensate signing of this agreement. Subsequent payments are due on the Consultant as follows: 4.1 first day of every month during the contract period. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "“Commencement Bonus" ” payable in the form of 300,000 shares of the Company's Common Stock ("“Common Stock")”) .The Company agrees to issue 3,000,000 shares of the Company’s Common Stock. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's ’s agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13January 31, 2002 2011 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. 4.1 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued in a certificate representing the name Common Stock and a written opinion of Xxxxxxxxx Financial Communicationscounsel for the Company stating that said shares are validly issued, Inc. The Company agrees fully paid and non-assessable and that it will include all shares issuable the issuance and eventual transfer of them to Consultant hereunder in has been duly authorized by the Company's next Registration Statement with . Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the SEC on Form S-i issuance and will use its best efforts any transfer of them to cause such Registration Statement to be declared effective Consultant shall have been duly authorized by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term Company’s board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares"”) have not been registered under the Securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in this agreement, the Agreement the Company company shall compensate the Consultant ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company company agrees to issue and deliver Issue to the Consultant a total 7500,000 shares common stock of Hawk Systems, Inc, as a "Commencement Bonus" payable in ", with the form of 300,000 750,000 shares of the Companycompany's Common Stock common stock to be delivered to consultant within five ("Common Stock"). 5) days business days of 5/21/2010 This Commencement Bonus commencement bonus shall be issued to the Consultant immediately following the execution of this Agreement agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit benefits from the execution of this Agreement agreement and the ability to maintain announce its relationship with Consultantconsultant. The 300,000 750,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment payments for Consultantconsultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; , such Shares shares of common stock are not a prepayment for future services. If the Company company decides to terminate this Agreement prior to February 13, 2002 05-20-2011 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the company to return any of the shares of common stock paid to it as Commencement Bonus hereunder. Further if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares 750,000 shares of common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Common Stock assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the Commencement Bonus 750,000 shares. 4.2 The Commencement Bonus shares issued pursuant to this Agreement agreement shall be issued in the name names of Xxxxxxxxx Financial Communications, Inc. The A. S. Austin Company agrees that it will include all TAX ID# 20-0000000. 4.3 With each transfer of shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's common stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively( Collectively, the "Sharesshares"), Company shall cause to be issued a certificate representing the common stock and a written Opinion of counsel for the Company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to consultant has been dully authorized by the Company. Company verifies that all shares issued to consultant pursuant to this agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the company's board of directors. 4.4 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement ( Collectively the "shares") have not been registered under the Securities securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Actact. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that the Act.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "Commencement Bonus" payable in the form of 300,000 Eight Hundred Thousand (800,000) restricted shares of the Company's Common Stock ("Common Stock" and such shares, collectively, the "Shares"). The Shares are to be issued to Consultant's principals in the following manner: The Xxxxxxxxx Family Trust (560,000 restricted shares), Xxxx X. Xxxxx (120,000 restricted shares) and Xxxxxx X. Xxxxxxxx (120,000 restricted shares). The aforementioned principals shall be included in the aforementioned definition of Consultant. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 10 days of execution of this Agreement. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more Shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13December 3, 2002 2004, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder. All Shares of Consultant agrees and understands that if the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement Agreement, Consultant performs substantial services for any direct competitor of the 300,000 Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus or Working Shares to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.4 The Consultant shall have the right to include all of the Shares (also referred to as the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to form S-8) and must be notified in writing of such filing. Consultant shall have five (5) business days to notify the Company in writing as to whether the Company is to include Consultant or not include Consultant as part of the registration; provided, however, that if any registration pursuant to this section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Consultant, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling shareholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. 4.5 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company's stock issued board of directors has or shall have duly authorized the issuance and any transfer of them to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.6 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act") and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company, nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.7 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an Accredited Investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement engagement, for previous services rendered, for performing due diligence, and for other good and valuable consideration, the Company agrees to issue and deliver pay to the Consultant a "“Commencement Bonus" payable in the form ” consisting of 300,000 an immediate cash payment of $3,500.00 and One Million Five Hundred Thousand (1,500,000) shares of the Company's ’s Common Stock ("“Common Stock"” and such shares, collectively, the “Shares”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and shall be issued to Consultant by August 15, 2006. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's ’s agreement to consult to the Company and are is a nonrefundablenon-refundable, non-apportionable and apportionable, non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid shares of Common Stock payable to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communications, Inc. The event the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer is acquired during the term of this Agreement Agreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock payable to it hereunder. 4.2 Up and until 36 months after the termination of this Agreement, the Company also agrees to pay the Consultant on the 1st day of each 3 month period, commencing October 31, 2006, additional shares of Common Stock so that the total number of shares paid to the Consultant under this Agreement total 4.99% of the issued and outstanding shares of the Company, up to a maximum of 75,000,000 issued and outstanding shares of the Company. In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the 75,000,000 share maximum amount referenced above in this paragraph shall be proportionately increased, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the 75,000,000 share maximum amount referenced above in this paragraph shall be proportionately decreased. 4.3 For performance under this Agreement on a month-to-month basis, Company will pay Consultant a cash fee in the amount of $6,000 per month over the term of this Agreement, the first monthly payment due and payable on August 1, 2006 and each following monthly payment payable in full on the 1st day of the respective month. The Company shall not be obligated to Consultant for any monthly cash fee for any month or part thereof remaining from 30 days after the date of any valid cancellation. 4.4 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company’s internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.5 If at any time after the date of this Agreement the Company proposes to file a registration statement with respect to any class of securities (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor form) under the Securities Act, the Company shall notify Consultant at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Shares. In a written notice to be delivered to the Consultant within twenty (20) days after receipt of any such notice from the Company, the Consultant shall state the number of Shares that it wishes to register for resale and distribution publicly under the proposed registration statement. The Company will also use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to include within the coverage of each such registration statement (except as hereinafter provided) the Shares that Consultant has advised Company that Consultant wishes to register pursuant to such registration statement for resale and distribution, to prosecute each such registration statement diligently to effectiveness, and to cause such registration statement to become effective as promptly as practicable . In that regard, the Company makes no representation or warranties as to its ability to have any registration statement declared effective. In the event the Company is advised by the staff of the SEC, or any applicable self-regulatory or state securities agency that the inclusion of the Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed, the Company, in good faith, may amend such registration statement to exclude the Shares without otherwise affecting the Consultant's rights to any other registration statement. 4.6 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to Consultant. 4.7 Consultant acknowledges that the Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it by the Company hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.8 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant LFC as follows: 4.1 a) For undertaking this engagement and for other good and valuable considerationperformance of the services described above for a period of at least twelve months, the Company agrees to issue and deliver to the acknowledges that Consultant a "Commencement Bonus" payable in the form of 300,000 shares of the Company's Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately following execution 400,000 shares of this Agreement Company, with a par value of $0.001 per share and shall, when issued to the Consultant be fully paid and non-assessablea current value of $0.04 per share. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement BonusStock, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeveragreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Common Stock issued pursuant to this Agreement shall be issued in the name Company or substantially all of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement assets are merged with or acquired by another entity, or some other change occurs in the SEC on Form S-i legal entity that constitutes the Company that results in a change in control of substantially all of the Companies shares or assets, the Consultant shall retain and will use its best efforts to cause such Registration Statement to not be declared effective requested by the SEC as soon as possible thereafterCompany to return any of the shares. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's Company stock issued to it hereunderConsultant. Additionally b) 100,000 of Consultants' 400,000 shares described above shall vest in 4 equal quarterly increments on the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth first day of each month on this Agreementnew financial quarter beginning with the first whole quarter after which the Company has successfully closed a merger with an operating company. In the event Consultant significantly fails to perform its general duties during the contract period, Consultant will agree to return shares prorata for the remaining period. 4.2 c) Additional shares or warrants shall be provided through LFC for investor relations services which will be allocated to Michael Bays (sharxx), Xxxxxxx Bernhardt ( shares), axx Xxxxx _____ ( shares). All restrictions, requirements, indemnification, and other provisions included in this contract shall be applicable to these additional shares. d) With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors. e) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. f) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has requested. ii) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company this Agreement, theCompany shall compensate the Consultant as follows: 4.1 a) For undertaking this tills engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 five hundred thousand (500,000) shares of the Company's Common Stock ("Common Stock" or "Shares"). This Commencement Bonus shall be issued to the Consultant immediately in1mediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessablenonassessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 end date for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. b) With each transfer of shares of Common Stock to be issued pursuant to thisAgreement, Company shall cause to be issued a certificate representing the CommonStock. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall be issued in have been validly issued, fully paid and non-assessable and that the name issuance and any transfer of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable them to Consultant hereunder in shall have been duly authorized by the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term board of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreementdirectors. 4.2 c) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the "Act") and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As suchConsultant represents that it is acquiring these Shares for investment and not with a view to any sales, transfer or other distribution. Consultant understands that the shares may Shares have not been registered under the Act and, therefore, cannot be resold unless they are registered under the Act or transferred unless an exemption is available Consultant understands that the resale of these Shares is restricted within the meaning of the Act and that the certificate representing the Shares will contain an appropriate legend to such effect. d) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its knowledge, as follows: i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant has received requested. ii) Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the l1.skof loss of investment. Consultant acknowledges that an opinion investment in the Shares is speculative and involves the risk of counsel reasonably satisfactory loss. Consultant has the requisite knowledge to assess the relative merits of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of its entire investment in the Shares. e) In the course of performance of Consultant's duties, Consultant may receive information, which is considered material inside information within the meaning and intent of the United States federal securities law, rules and regulations. Consultant will not disclose this information to others, except as expressly authorized by the Company that such and will not use this information directly or indirectly for the benefit of Consultant or as a resale basis for advice to any other party concerning any decision to buy, sell, or transfer is exempt from otherwise deal in the registration requirements Company's securities or those of that Actany of its affiliated companies. The provisions of this Section 4(e) shall survive the termination or expiration of this Agreement.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 Company agrees to pay Consultant a retainer of Two Thousand (2,000) Dollars per month, payable on the first day of each month and continuing each month thereafter for the duration of this Agreement. 4.2 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 One Hundred Twenty-five Thousand (125,000), unregistered, restricted shares of the Company's Common Stock (the "Common Stock"). This Commencement Bonus shall be issued to the Consultant immediately promptly following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 125,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's agreement to consult to represent the Company Company, and are a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 1328, 2002 1999 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares paid to it hereunder. All Shares of the Common Stock shares issued pursuant to this Agreement shall be evidenced by stock certificates issued to Capital Communications Ltd., or its designee(s). The shares will have piggyback registration rights and will be included in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in next appropriate registration done by the Company's next Registration Statement with , including any S-8 registration statements, which shall be no later than February 28, 1999. In the SEC on Form S-i and will use its best efforts event of registration, Consultant agrees not to cause such Registration Statement to sell any shares until March 1, 1999 or the termination of the Consulting Agreement without the prior consent of the Company. All registration costs shall be declared effective borne solely by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 4.3 Consultant acknowledges that the shares of Common Stock to be issued issuable pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. 4.4 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other (b) Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant can afford the risk of loss of his entire investment in the Shares. (c) Consultant is acquiring the Shares for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described ------------ in the Agreement this Agreement, the Company shall compensate the Consultant MONDE (herein referred to as "Consultant") as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 an option to purchase 175,000 shares of the Company's Common Stock ("Common StockOptions")) at a price of $3.00 (three dollars) per share for a period of two years. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableAgreement. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 option to purchase shares of Common Stock stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to represent the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares Options are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13July 31, 2002 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid Options issued to it hereunder. All Shares of the Common Stock 40,000 options issued pursuant to this Agreement shall be issued in the name of Xxxxx X. Xxxxxxx, 40,000 options issued pursuant to this Agreement shall be issued in the name of Xxxxx Xxxxxxxx and 95,000 options issued pursuant to this Agreement shall be issued in the name of Xxxxxxx Xxxxxxxxx Financial Communications, Inc. (Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxxxx hereinafter referred to as "Consultants"). The Company agrees that it will include all shares issuable to Consultant under the Options hereunder shall carry "piggyback registration rights" whereby such shares will be included in the next appropriate registration statement filed by the Company's next Registration Statement with the SEC on Form S-i and . The Company further agrees that it will use its best efforts to cause such Registration Statement to be declared effective file a registration statement by the SEC as soon as possible thereafterJuly 31, 2001. Xxxxxxxxx Financial Communications, Inc. agrees Consultants agree that it they will not neither sell or nor transfer during the term of this Agreement any of the 300,000 175,000 shares of the Company's stock underlying the Options issued to it Consultants hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges Consultants acknowledge that the shares of Common Stock underlying the Options are to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, as amended, and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. In addition, Consultant agrees that, during the term hereof neither it, nor its officers or affiliates shall directly or indirectly, acquire or dispose of any securities of Company without the Company's written consent. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information, which the Consultants have requested. (b) Consultants' investment in restricted securities is reasonable in relation to the Consultants' net worth, which is in excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and publicly traded securities, and Consultants have had experience in investments in speculative securities and other investments, which involve the risk of loss of investment. Consultants acknowledge that an investment in the Shares is speculative and involves the risk of loss. Consultants have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultants can afford the risk of loss of his entire investment in the Shares. Consultants are (i) accredited investors, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) Consultants are acquiring the Shares for the Consultants' own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable considerationperformance of the services described above for a period of at least twelve months, the Company agrees to issue and deliver to the acknowledges that Consultant a "Commencement Bonus" payable in the form shall be issued 100,000 shares per quarter of 300,000 shares common stock of the Company's Common Stock ("Common Stock"), with a par value of $0.001 per share. This Commencement Bonus shall The shares will be issued to the Consultant immediately following execution or Consultant’s corporate entity as specified by the Consultant at the time of issue. The shares will be issued on quarterly basis starting on the day of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableagreement. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement BonusStock, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportion able and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If and in the event the Company decides to terminate is acquired during the term of this Agreement prior to February 13, 2002 for any reason whatsoeveragreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common stock paid to it hereunder. All Shares It is further agreed that if at any time during the term of this agreement, the Common Stock issued pursuant to this Agreement shall be issued in the name Company or substantially all of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement assets are merged with or acquired by another entity, or some other change occurs in the SEC on Form S-i legal entity that constitutes the Company that results in a change in control of substantially all of the Companies shares or assets, the Consultant shall retain and will use its best efforts to cause such Registration Statement to not be declared effective requested by the SEC as soon as possible thereafterCompany to return any of the shares. Xxxxxxxxx Financial Communications, Inc. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's Company stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 b. The Company will reimburse the Consultant acknowledges that for travel and out-of-pocket expanses based on the Consultant submitting expense reports. c. With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ), Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors. d. In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company that such a resale or transfer is exempt from concerning an investment in the registration requirements of that ActShares, and any additional information which the Consultant has requested.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 3.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to pay a one-time fee of One Hundred Thousand ($100,000). 3.2 The Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 Six Hundred Twenty-Five Thousand (625,000) shares of the Company's Common Stock unregistered common stock ("Common Stock"). This Commencement Bonus shall the “Shares”) to be issued delivered to Consultant within twenty (20) business days of the Consultant immediately following execution signing of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, Shares constitute payment for Consultant's ’s agreement to consult to the Company and are is a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares are and not deemed a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid hereunder. 3.3 Additionally, the Company shall grant to it hereunder. All Shares the Consultant a warrant to purchase up to an aggregate of One Million (1,000,000) shares of the Common Stock Company’s $0.01 par value common stock, at an exercise price of $0.62 per share, with an expiration date of May 30, 2008 (the “Warrants”). 3.4 The Company warrants that the Shares and the Warrants (hereafter collectively referred to as the “Securities”) issued to Consultant pursuant to this Agreement shall have been duly authorized by the Company’s board of directors 3.5 The Consultant acknowledges that the Securities issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 1933, and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. The Company shall not unreasonably withhold approval of any application filed by Consultant under Rule 144(d) of the Act to clear the subject Securities of restriction after Consultant has satisfied the requirements of Rule 144(d). 3.6 In connection with the acquisition of Securities hereunder, the Consultant represents and warrants to the Company, to the best of its knowledge, the following: (a) Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933; (b) Consultant was not formed for the specific purpose of acquiring the Securities and is acquiring the Securities for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws; (c) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Securities, and any additional information which the Consultant has requested; (d) Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Securities is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of its entire investment in the Securities; (e) Consultant understands that the Shares may not be sold, transferred or otherwise disposed of except pursuant to an effective registration statement or appropriate exemption from registration under applicable state law and, as a result, may be required to hold the Shares for an indefinite period of time; and (f) Consultant understands and acknowledges that the certificates representing the Shares issued will contain a restrictive securities legend and that the certificates representing the Warrants issued upon exercise will also contain a restrictive securities legend.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "“Commencement Bonus" payable in the form of 300,000 ” of: (i) Nine Hundred Thousand (900,000) shares of the Company's ’s Common Stock ("“Common Stock"” and such shares, collectively, the “Shares”); and (ii) a 5-year warrant to purchase three million (3,000,000) shares of Common Stock at $0.25 per share. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant as promptly as possible and not later than April 15, 2009 Additionally the Company agrees to pay Consultant the sum of $8000.00 cash per month due and payable on the 15th of each month of this Agreement. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's ’s agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13March 15, 2002 2010, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communications, Inc. The event the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer is acquired during the term of this Agreement Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued Shares paid to it hereunder. Additionally Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 Company warrants that the Shares issued to Consultant under this Agreement by the Company agrees shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.4 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.5 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in Consultant’s agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" ", payable in the form of 300,000 35,000 shares of the Company's 144 restricted Common Stock ("Common Stock")) and $0 in cash. This The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following the execution of this Agreement and shall, when issued to the Consultant Consultant, be fully paid and non-assessable. However, the shares of Common Stock shall vest in approximately equal increments monthly over the term of this Agreement commencing one month from the date of this Agreement, subject to the Agreement remaining in force on each applicable vesting date. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. b. The Company will also pay the Consultant a $3,000 per month retainer which is due on the 15th of each month with the first payment being due immediately upon the execution of this agreement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute In month four the payment increases to $5,000 per month for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any remainder of the Shares paid to it hereunder. contract. c. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will include all shares issuable of Common Stock issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the Company's next Registration Statement filed by the Company with the SEC on Form S-i Securities and Exchange Commission ("SEC"), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it The piggyback rights will not sell be for any Form S-4 or transfer S-8 or any other applicable form and will be subject to execution of the Company’s standard Registration Rights Agreement. It is further agreed that if at any time during the term of this Agreement agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock Common Stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 d. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant CAA by issuing Company common stock and warrants to purchase common stock as follows:'. 4.1 5.1 For undertaking this engagement and for tor other good and valuable consideration, the Company agrees to issue and deliver to the Consultant CAA a "Commencement Bonus" payable in the form payment of 300,000 three hundred thousand (300,000) shares of the the. Company's Common Stock ("''Common Stock'' or "'compensation shares”) , plus warrants to purchase Common Stock as follows: a) two hundred thousand (200.000) warrants at an exercise price of two dollars and fifty cents p;:t share ($2.50), plus five hundred thousand warrants (500.000) to purchase Common Stock at an exercise price of five dollars per share ($5.00), plus five hundred thousand warrants to purchase Common Stock at an exercise price of seven dollars fifty cents per share ($7.50), plus five hundred thousand warrants (500,000) to purchase Common Stock at an exercise price of ten dollars per share ($10.00). This Commencement Bonus The compensation shares and wan-ants (collectively, the “Securities") shall be issued delivered to CAA within ten (10) business days of the Consultant signing of this Agreement. This payment shall be deemed earned to tin CAA immediately following execution of this Agreement and shall, when deemed issued and delivered to the Consultant CAA, be fully paid and non-assessable. assessable The Company understands and agrees that Consultant CAA has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with ConsultantCAA. The 300,000 shares of Common Stock and warrants to purchase Common Stock issued as a Commencement Bonuspayment, therefore, . constitute payment for ConsultantCAA's agreement to consult to the Company and are a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of Common Stock and warrants to purchase Common Stock are not a prepayment for future services. services If the Company decides to terminate this Agreement prior to February 13, 2002 the first anniversary of the effective date of tins Agreement for any reason whatsoeverother than for cause, it is agreed and understood that Consultant CAA will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as the payment hereunder Further, it and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed t<n<.\ understood CAA will not be requested or demanded by the Company to return any of the Remuneration paid m it hereunder. All Shares It is further agreed that; at any time during the term of this agreement, the Common Stock Company or substantially all of the. Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the CAA shall retain and will not be requested by the Company to return any or the shares. 5.2 The compensation shares issued pursuant to this Agreement agreement shall be issued in the name of Xxxxxxxxx Financial Communicationsthe Constellation Asset Advisors, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use Tax ID #27- 4601233 or its best efforts to cause such Registration Statement designees to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or provided under separate cover email. 5.3 With each transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued Common Stock and warrants to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of purchase Common Stock to be issued pursuant to this agreement Agreement (collectively, ?he "Shares"); Company shall cause to be issued a certificate representing lire Common Stock, and the warrants to purchase Common Stock and, if required by applicable law. a written opinion of counsel for the Company stating, that said shares and warrants are validly issued, fully paid and non-assessable and that the Issuance and eventual transfer of them to CAA has been duly authorized by the Company. Company warrant that ail shares and warrants issued to CAA pursuant to this Agreement shall have been validly issued fully paid and non-assessable and that the issuance and any transfer of them to CAA shall have been duly authorized by the Company's board of directors. 5.4 CAA acknowledges that the Common .Stock and the warrants to purchase Common Stock to be issued pursuant to this Agreement (collectively, the "Shares'144 Securities'") have have; not been registered under the Securities Act of 1933 1933, and accordingly are '"restricted securities" within the meaning of Rule 144 of the Act. As such, the shares 144 Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Act. If legally appropriate, the Company agrees to take any and all action(s) necessary to clear the subject securities of restriction upon presentation of any Rule 144(d) application by CAA or its broker, including, but not limited to: (1) Authorizing the Company's transfer agent to remove the restrictive legend on the subject securities: (2) Expediting the acquisition of a legal opinion from Company's counsel authorizing die removal of die restrictive legend; and (3) Cooperating and communicating with CAA and its broker in order to use Company's commercially reasonable efforts to clear the .subject securities of restriction as soon as possible after presentation of a Rule 144(d) application by CaA (or its broker! to either the Company and/or the Company's transfer agent. Further, the Company agrees to not unreasonably withhold or delay approval of any application filed by CAA under Rule 144(d) of the Act to clear the subject securities of restriction. (a) CAA and the Company acknowledge and agree that CAA will suffer irreparable harm and anticipated and actual damages in the event that the Company unreasonably withholds or delays any Rule 144(d) application by CAA to either the Company or the Company's transfer agent. The Company agrees that money damages could not compensate CAA for its irreparable harm (b) CAA and the Company therefore agree dial if there is not reasonable basis for refusal or delay, the Company shall have a period of five (5) business days from the date CAA's Rule 144(d) application is tendered to either the Company or its transfer agent by either CAA and-'or its broker, to take any and necessary action to clear the subject securities of restriction, consistent with the covenant in Section 5.4 above. The Company and CAA agree that this five (5) day period is reasonable and consistent with industry standards concerning the handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that CAA's ability to clear the subject securities of restriction by virtue of tic Company's best efforts, cooperation, covenants and representations in this regard is a material part of this Agreement and is a reasonable and material expectation of CAA in entering into this Agreement "Should events occur that require further expense of time beyond this five (5) day time period, the Company and CAA shall reasonably agrees in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be .agreed to unless the Company comports with its "best efforts" obligations, as set out above, and communicates with CAA bona fide ace reasonable attempts at meeting Company’s, obligation to clear the subject restricted securities, as described herein. Any written extension herein may be executed in counterparts by the principals of the Company and CAA, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any agreement to extend time shall be deemed a complete original. (c) Should the Company fail to successfully take any and all actions necessary to dear the subject securities of restriction within the five (5) day time period after CAA or its broker's presentation of a Rule 144(d) application, or seek to extend time as provided for above in sub-section (b), and in light of the irreparable harm that CAA will suffer in the event of any intentional and unreasonable delay in CAA's Rule 144(d) application. Company herein irrevocably consents and agrees that CAA shall be entitled to injunctive relief in order to immediately enforce CAA‘s right to removal of the restrictive legend on the Company's securities. Company further agrees that CAA shall be entitled to immediately seek the injunctive relief contemplated and described herein in the Superior Court of California, Marin County. Both the Company and CAA agreed that CAA's access to injunctive relief; and the Company's consent to CAA’s ability to obtain such injunctive relief shall not otherwise amend, supersede or modify the parties' agreement to submit any other disputes to mediation and arbitration as provided herein. 5.5 In connection with the acquisition of Securities hereunder. CAA represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) CAA acknowledges that CAA has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the -Securities, and arty additional information which CAA has requested. (b) CAA's investment in restricted securities is reasonable in relation to CAA's net worth, which is in excess often (10) times CAA's cost basis in the Shares CAA has had experience in investments in restricted and publicly traded securities, and CAA has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. CAA acknowledges that an investment in the Securities is speculative and involves the risk of loss. CAA has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and CAA can afford the risk of loss of his entire investment in the Securities. CAA is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. (c) CAA is acquiring the Securities for CAA's own account for long-term investment and not without view toward resale or distribution thereof except in accordance with applicable securities law s. 5.6 Additionally, for .t period of two years after the effective date hereof, should the Company make any public offering of its securities pursuant to .an effective registration statement under the Securities Acts of 1933 or 1934, as amended, CAA shall be entitled, and the Company agrees, to include in such registration, pari passu with the Piggyback Registration Rights .available to founding management; any or all of the common steel; or common stock equivalents issued to CAA by the Company as consideration hereunder {'commonly referred to as "Piggyback Registration Rights"). Such piggyback registration rights include, at CAA's option, registration on Form S-l.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant Eastern Consulting as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of 300,000 10,000,000 shares of the Company's ’s Common Stock ("“Common Stock")”) to be delivered to Consultant as requested in amounts to be determined as the time of the request. This Commencement Bonus shall be The Company has also issued to the Consultant immediately following execution of this Agreement and shall, when issued an additional 10,000,000 cashless options to purchase the Consultant be fully paid and non-assessablecommon stock at 0. 01. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13September 20, 2002 2007 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communicationsevent the Company is acquired in whole or in part, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement agreement, it is agreed and understood that the Consultant will not be requested or demanded by the Company to return any of the 300,000 10,000,000 shares of Company's stock issued or 10,000,000 options granted to it hereunder. Additionally It is further agreed that if at any time during the term of this agreement, the Company agrees or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to pay Consultant return any of the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement10,000,000 shares issue or the 10,000,000 options granted. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "“Shares") have not been registered under ”), Company shall cause to be issued representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been dully authorized by the Company. Company warranty that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company’s board of directors. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company that such a resale or transfer is exempt from concerning an investment in the registration requirements of that ActShares, and any additional information which the Consultant has requested.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 750,000 (seven hundred fifty thousand) shares of the Company's Common Stock ("Common Stock")restricted common stock, which represents less than 5% of the issued and outstanding shares of common stock in the Company. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundablenon-refundable, non-apportionable apportionable, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of common stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of common stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares of common stock. 4.2 In addition to Commencement Bonus, Company shall pay Consultant 450,000 shares of restricted common stock on the 8th of April, 2007, and 300,000 shares of Company's restricted common stock on the 8th of June, 2007. These shares, once issued and paid, shall be subject to the same terms and conditions of Commencement Bonus. 4.3 Company warrants that the shares of common stock issued to it hereunder. Additionally Consultant under this Agreement by the Company agrees shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.4 Consultant acknowledges that the shares of Common Stock common stock to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares of common stock may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the shares of common stock issued to it by the Company hereunder, except to the Company; nor will it pledge or assign such shares of common stock as collateral or as security for the performance of any obligation, or for any other purpose. 4.5 Any shares of common stock issued pursuant to the terms of this Agreement will be subject to the terms and conditions of a subscription agreement between the Company and the Consultant. 5. Non-Assignability of Services. Consultant's services under this contract are offered to Company only and may not be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets. In the event of such merger or acquisition, all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered and remain fully paid and non-assessable. Notwithstanding the non-assignability of Consultant's services, Company shall assure that in the event of any merger, acquisition or similar change of form of entity, that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein and the preservation of the value thereof consistent with the rights granted to Consultant by the Company herein, and to shareholders.

Remuneration. As full and complete compensation for services described in Consultant's agreement to perform the Agreement Services, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the a. The Company hereby agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form an aggregate of 300,000 100,000 shares of the Company's Common Stock (the "Common Stock")) issuable in accordance with the following schedule: (i) 50,000 shares of Common Stock upon the execution hereof; and (ii) 50,000 shares of Common Stock upon the receipt by the Company of the final copy of the research report referenced in Paragraph 2(a) hereof. This Commencement Bonus shall be issued to the Consultant immediately following execution Such shares of this Agreement and Common Stock shall, when issued to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain establish its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, pursuant to clause (i) above constitute payment for Consultant's agreement to consult to with the Company and are a nonrefundable, non-apportionable nonrefundable and non-ratable retainer; such Shares retainer (with the exception of the provisions set forth in Section 15 below). Such shares are not a prepayment for future services. If the Company decides attempts to terminate this Agreement prior to February 13, 2002 the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. . b. All Shares shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. Consultant. The Company agrees that it will include all shares issuable of Common Stock issued to Consultant hereunder shall carry "piggyback registration rights" whereby such shares will be included in the Company's next Registration Statement filed by the Company with the SEC Securities and Exchange Commission ("SEC"), pursuant to which such shares and options could be registered (other than Registration Statements on Form S-i Forms X-0, X-0 or other inappropriate forms), and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees Such Registration Statement shall provide that it will not Consultant may sell or transfer 20% of the total shares of Common Stock potentially payable thereto hereunder during each 30 day period following the effective date of such Registration Statement. It is further agreed that if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock Common Stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 c. Consultant acknowledges that the shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Rule 144 of the Act.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant Medallion Media, LLC as follows: 4.1 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form consisting of 300,000 200,000 shares of the Company's Common Stock common stock fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Securities issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance. Any transfer of them to Consultant shall have been duly authorized by the Company's board of directors. The said securities are to be delivered to Consultant within ten (10) business days of the signing of this Agreement. Consultant shall have "Common Stock")piggy back" rights to any registration statement the Company files. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to the Consultant Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute Bonus constitutes payment for Consultant's agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13April 1, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares Commencement Bonus paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communicationsevent the Company is acquired in whole or in part, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued Commencement Bonus paid to it hereunder. Additionally It is further agreed that if at any time during the term of this agreement, the Company agrees to pay Consultant or substantially all of the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the shares of Common Stock to be issued pursuant to this agreement (collectivelyCompany, the "Shares") have Consultant shall retain and will not been registered under be requested by the Securities Act of 1933 and accordingly are "restricted securities" within the meaning of Rule 144 Company to return any of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that ActCommencement Bonus.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form consisting of 300,000 Two Hundred Thousand (200,000) shares of the Company's Common Stock ("Common Stock" and such shares, collectively, the "Shares") as well as a Warrant to purchase One Hundred Thousand (100,000) shares of the Company's Common Stock at $2.00 per share, exercisable for a term of three years from the date of this Agreement (the "Warrant"). A copy of the Warrant is attached hereto and referenced as "Exhibit "A". This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. assessable and stock certificates and the Warrant representing the Commencement Bonus shall be issued and delivered to Consultant on or before March 15, 2006. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's agreement to consult to the Company and are is a nonrefundablenon-refundable, non-apportionable and apportionable, non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 1327, 2002 2007, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock or the Warrant paid to it as the Commencement Bonus hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communications, Inc. The event the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer is acquired during the term of this Agreement Agreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock or the Warrant payable to it hereunder. Consultant agrees and understands that if the during the term of this Agreement, Consultant performs substantial services for any direct competitor (a "direct competitor" shall be deemed to be a company whose primary business is the manufacture and/or sale of a handheld Personal Video Player), of the Company, then the Shares issued by the Company to Consultant hereunder will be forfeited. 4.3 If and in the event Consultant has not introduced at least 50 investment professionals (such as institutions, retail stock brokers, buy side and sell side analysts, portfolio managers, investment newsletter writers, investment bankers, etc.) during the first month of this Agreement, and at least 100 investment professionals during the first two months of this Agreement, than Company shall have the right to cancel the Warrant granted to Consultant hereunder. Consultant shall email or fax to Company, on a daily basis, each individual investment professional that it has introduced. a. Additionally, it is expected that Consultant will continue to introduce Company to investment professionals and other similarly active investment professionals and assist in arranging in the Company's participation in appropriate investment conferences for the remaining term of the agreement. 4.4 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.5 If at any time after the date of this Agreement the Company proposes to file a registration statement with respect to any class of securities (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor form) under the Securities Act, the Company shall notify Consultant at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Shares as well as all shares of common stock issuable upon the full exercise of the Warrant. In a written notice to be delivered to the Consultant within twenty (20) days after receipt of any such notice from the Company, the Consultant shall state the number of Shares that it wishes to register for resale and distribution publicly under the proposed registration statement. The Company will also use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to include within the coverage of each such registration statement (except as hereinafter provided) the Shares that Consultant has advised Company that Consultant wishes to register pursuant to such registration statement for resale and distribution, to prosecute each such registration statement diligently to effectiveness, and to cause such registration statement to become effective as promptly as practicable . In that regard, the Company makes no representation or warranties as to its ability to have any registration statement declared effective. In the event the Grantor is advised by the staff of the SEC, or any applicable self-regulatory or state securities agency that the inclusion of the Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed, the Company, in good faith, may amend such registration statement to exclude the Shares without otherwise affecting the Consultant's rights to any other registration statement. 4.6 Company warrants that the Shares and the Warrant issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company's board of directors has or shall have duly authorized the issuance and any transfer of them to Consultant. 4.7 Consultant acknowledges that the Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the "Securities Act") and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it by the Company hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.8 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant's investment in restricted securities is reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement engagement, for previous services rendered, for performing due diligence, and for other good and valuable consideration, the Company agrees to issue and deliver pay to the Consultant a "“Commencement Bonus" payable in the form ” consisting of 300,000 a cash payment of $17,500.00 as well as Two Hundred Fifty Thousand (250,000) shares of the Company's ’s Common Stock ("“Common Stock"” and such shares, collectively, the “Shares”). This Commencement Bonus The Shares shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and shall be issued to Consultant by July 15, 2006. The $17,500 cash payment shall be made with 5 business days following the Company completing its next financing. Except with respect to reimbursement of expenses as provided below, no other consideration or payments shall be due to Consultant in connection with the services provided and to be provided under this Agreement. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's ’s agreement to consult to the Company Company, for previous services rendered, and are for performing due diligence, and is a nonrefundablenon-refundable, non-apportionable and apportionable, non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13January 5, 2002 2007 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as the Commencement Bonus hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communications, Inc. The event the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer is acquired during the term of this Agreement Agreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this Agreement. 4.2 Consultant acknowledges that the shares of Common Stock payable to it hereunder. 4.2 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company’s internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.3 If at any time after the date of this Agreement the Company proposes to file a registration statement with respect to any class of securities (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor form) under the Securities Act, the Company shall notify Consultant at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Shares. In a written notice to be delivered to the Company within twenty (20) days after receipt of any such notice from the Company, the Consultant shall state the number of Shares that it wishes to register for resale and distribution publicly under the proposed registration statement. The Company will also use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to include within the coverage of each such registration statement (except as hereinafter provided) the Shares that Consultant has advised Company that Consultant wishes to register pursuant to such registration statement for resale and distribution, to prosecute each such registration statement diligently to effectiveness, and to cause such registration statement to become effective as promptly as practicable . In that regard, the Company makes no representation or warranties as to its ability to have any registration statement declared effective. In the event the Company is advised by the staff of the SEC, or any applicable self-regulatory or state securities agency that the inclusion of the Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed, the Company, in good faith, may amend such registration statement to exclude the Shares without otherwise affecting the Consultant's rights to any other registration statement. 4.4 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to Consultant. 4.5 Consultant acknowledges that the Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares, registered or unregistered, issued to it by the Company hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company (“direct competitor” meaning any company that directly owns and operates a direct marketing company), then the Shares issued by the Company to Consultant hereunder will be forfeited. 4.6 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.

Remuneration. As full and complete compensation for services described in the Agreement this Agreement, the Company shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 300,000 1,200,000 restricted shares of the Company's Common Stock with Piggy Back registration rights. These shares represent less than 5% of the issued and outstanding shares of common stock in the Company. The Company agrees to file the associated registration no later than 45 days from the date of this agreement; the Company acknowledging that ("Common Stock"). This Commencement Bonus shall i) since time is of the essence, failure to file within the time set forth above will result in the penalty issuance of additional shares to Consultant of 5% per additional 30 day period and (ii) such penalty shares will, in turn, also be issued added to the Consultant immediately following execution of Piggy Back right being extended by this Agreement and shall, when issued to the Consultant be fully paid and non-assessableConsultant. The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultantengagement. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable apportion able, and non-ratable retainer; such Shares shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Xxxxxxxxx Financial Communications, Inc. The Company agrees It is further agreed that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer if at any time during the term of this Agreement agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company agrees to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementCommon Stock. 4.2 Consultant acknowledges that the With each transfer of shares of Common Stock to be issued pursuant to this agreement Agreement (collectively, the "Shares") have not been registered under ). Company shall cause to be issued a certificate representing the Securities Act of 1933 Common Stock and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an a written opinion of counsel reasonably satisfactory to for the Company stating that such a resale or said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer is exempt from of them to Consultant has duly authorized by the registration requirements Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the Company's board of that Actdirectors shall have duly authorized the issuance, and any transfer of them to Consultant.

Remuneration. As full and complete compensation for services described in the Agreement the Company shall compensate the Consultant as follows: 4.1 (a) For undertaking this engagement engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue and deliver issue, or have issued, to the Consultant a "“Commencement Bonus" payable in the form of 300,000 ” of: (i) two million (2,000,000) shares of the Company's ’s Common Stock ("“Common Stock"” and such shares, collectively, the “Shares”). ; and (ii) a 5-year warrant to purchase fifteen million (15,000,000)shares of Common Stock at $0.24 per share, in the form attached as Exhibit A. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessableassessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant as promptly as the Company increases its authorized common stock to permit the issuance of the Shares after giving effect to reserved shares underlying existing options, warrants and conversion rights (which in all events shall be within 180 days following the date first set forth above), it being understood and agreed that as of the date of this Agreement the Company has an obligation to reserve from its authorized but unissued common stock all remaining outstanding shares to meet its obligations to its secured lenders and others for whom options, warrants or convertible debt is outstanding. Additionally the Company agrees to pay Consultant the sum of $8000.00 cash per month due and payable on the 1st of each month of this Agreement. The issuance of the Shares and Warrant is further contingent upon the approval of the holders of subordinated debentures issued by the Company in March, 2008. Should such approval not be obtained by November 30, 2008, Consultant shall have no obligation to perform the Services called for hereunder. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has forgone foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to maintain announce its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute constitutes payment for Consultant's ’s agreement to consult to the Company and are is a nonrefundable, non-apportionable apportionable, and non-ratable retainer; such Shares are retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13October 30, 2002 2009, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. All Shares of the Common Stock issued pursuant to this Agreement shall be issued Further, if and in the name of Xxxxxxxxx Financial Communications, Inc. The event the Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. Xxxxxxxxx Financial Communications, Inc. agrees that it will not sell or transfer is acquired during the term of this Agreement Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 300,000 shares of Company's stock issued Shares paid to it hereunder. Additionally Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 [Intentionally Deleted]. 4.4 Company warrants that the Shares issued to Consultant under this Agreement by the Company agrees shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to pay Consultant the sum of $6,000.00 cash per month due and payable on fourteenth day of each month on this AgreementConsultant. 4.2 4.5 Consultant acknowledges that the shares of Common Stock Shares to be issued pursuant to this agreement (collectively, the "Shares") Agreement have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) and accordingly are "“restricted securities" ” within the meaning of Rule 144 of the Act. As such, the shares Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.6 In connection with the acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information that the Consultant has requested. (b) Consultant’s investment in restricted securities is reasonable in relation to the Consultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act. (c) Consultant is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws.