Common use of Services to be Performed by Consultant Clause in Contracts

Services to be Performed by Consultant. 1.01 Consultant shall access its database of brokers, who may be interested in the Company, and shall utilize a profiler team in order to contact brokers interested in recommending Company to their investor clients. Consultant’s profilers will continue to “cold call” on a regular basis, which will continually add new brokers to the database. 1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contact. Consultant will train new profilers to promote the Company. Company understands and agrees that Consultant’s database constitutes proprietary information owned by Consultant. 1.03 Consultant shall provide investor lead management services normal and customary in the industry. Consultant will handle investor and broker inquiries (including with the proper disclosures and disclaimers) in a professional manner. 1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls at the request of the Company and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company. 1.05 Consultant may review and monitor Company’s stockholder base and all transfer agent and DTC reports, and analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly basis. 1.06 Consultant shall provide a DTC analysis upon request by the Company. 1.07 Company will be permitted to visit Consultant’s facility on a regular basis and will have the ability to talk in person with Consultant’s employees regarding their progress during the campaign. Consultant’s employees will be allowed to contact Company’s management for weekly conference calls and Company will be permitted to communicate with Consultant’s management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be “insider information” with any employee of Consultant other than upper management and said discussions and all communication will be solely on a need to know basis. 1.08 In addition to the services identified in Section 1.01 to 1.06 above, at the direction of the Company, Consultant has agreed to provide the services described in Exhibit “A”. 1.09 It is acknowledged and agreed by the Company that Consultant carried neither professional licenses nor memberships in any self-regulatory organizations. It is further acknowledged and agreed by the Company that Consultant is not rendering legal advice or performing accounting services and is not acting and shall not act as an investment advisor or broker/dealer within the meaning of any applicable state of federal securities law. 1.10 Consultant may use all of Company’s Intellectual Property necessary for Consultant to provide the Services, including but not limited to using Company’s name, logo and trademarks on any web site maintained by Consultant or in any promotional materials created in providing Services. Company will not link any other web site to a web site maintained by Consultant without the prior written consent of Consultant. Except as expressly granted hereby, this Agreement does not give either party any right, title or interest in or to the Intellectual Property of the other party. After this Agreement has been terminated, all right, title and interest in and to each party’s Intellectual Property shall be held solely by that party. 1.11 Company acknowledges that Consultant can make no guarantees as to the share price or volume of the Company common stock due to unknown factors and unpredictable market conditions. 1.12 Consultant representative will have the ability to attend Company Board meetings and speak on the record in an advisor capacity.

Services to be Performed by Consultant. 1.01 Consultant shall access its database of brokers, containing over 25,000 active brokers throughout the United States who may be interested in the Company, and shall utilize a profiler team (comparable in size and capability to that currently employed by Consultant) in order to contact brokers interested in recommending Company to their investor clients. Consultant’s profilers will continue to “cold call” on a regular basis, which will continually add new brokers broker’s to the database. 1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contactcontact (including with the proper disclosures and disclaimers) and shall introduce Company and its principals to Consultant’s current and future network of brokerage firms and market makers. Consultant shall promote Company on a daily basis through all of their profilers and will train new profilers to promote the Company. Company understands and agrees that Consultant’s database constitutes proprietary information owned by Consultant, however on a bi-weekly basis Consultant will provide Company with a total of all calls made by Consultant’s profilers. 1.03 Consultant shall provide investor lead management services normal and customary in the industry. Consultant will handle investor and broker inquiries (including with the proper disclosures and disclaimers) in a professional mannermanner and will maintain a high call volume to outside financial institutions on behalf of the Company. 1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls at the request of the Company and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company. 1.05 Consultant may shall review and monitor Company’s stockholder base and all transfer agent and DTC reports, and shall analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly basis. 1.06 Consultant shall provide a Company with copies of “Assume the Sale” Reports and DTC analysis upon request by the Companyon no less than a monthly basis, and will use their best efforts to provide said reports and analysis on a more frequent basis. 1.07 Company will be permitted to visit Consultant’s facility on a regular basis and will have the ability to talk in person with Consultant’s employees regarding their progress during the campaign. Consultant’s employees will be allowed to contact Company’s management for weekly conference calls and Company will be permitted to communicate with Consultant’s management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be “insider information” with any employee of Consultant other than upper management and said discussions and all communication will be solely on a need to know basis. 1.08 In addition to the services identified in Section 1.01 to 1.06 above, at the direction of and with the consent of the Company, Consultant has agreed to retain Management Solutions International, Inc. to provide the services described in Exhibit “A”. 1.09 It is acknowledged ” and agreed by the Company that Consultant carried neither professional licenses nor memberships in any self-regulatory organizations. It is further acknowledged and agreed by the Company that Consultant is not rendering legal advice or performing accounting services and is not acting and shall not act as an investment advisor or broker/dealer within the meaning made a part of any applicable state of federal securities law. 1.10 Consultant may use all of Company’s Intellectual Property necessary for Consultant to provide the Services, including but not limited to using Company’s name, logo and trademarks on any web site maintained by Consultant or in any promotional materials created in providing Services. Company will not link any other web site to a web site maintained by Consultant without the prior written consent of Consultant. Except as expressly granted hereby, this Agreement does not give either party any right, title or interest in or to under the Intellectual Property of the other party. After this Agreement has been terminated, all right, title terms and interest in and to each party’s Intellectual Property shall be held solely by that partyconditions set forth herein. 1.11 Company acknowledges that Consultant can make no guarantees as to the share price or volume of the Company common stock due to unknown factors and unpredictable market conditions. 1.12 Consultant representative will have the ability to attend Company Board meetings and speak on the record in an advisor capacity.

Services to be Performed by Consultant. 1.01 Consultant shall access use its database of brokerssecurities brokerage firms and their respective registered representatives ("Brokers"), who may be interested in containing over 25,000 active Brokers throughout the CompanyUnited States, and shall utilize direct a profiler team in order to contact brokers interested in recommending Company Brokers, appropriately qualified according to their investor clientsthe Company's criteria, regarding the Company. Consultant’s 's profilers will continue to “"cold call” " Brokers on a regular basis, which will continually add new brokers Brokers' to the database. 1.02 Consultant Using materials at all times pre-approved by the Company, consultant shall diligently market and promote Company to brokers Brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contactcontact and shall introduce Company and its principals to Consultant's current and future network of brokerage firms and market makers. Consultant shall promote Company on a daily basis through all of their profilers and will train new profilers profilers, as retained, to promote the Company. Company understands and agrees that Consultant’s 's database constitutes proprietary information owned by Consultant, however, if requested, on a bi-weekly basis Consultant will provide Company with a total of all calls made by Consultant's profilers. 1.03 Consultant shall provide investor lead management and other services normal ("Services") that are identified and customary in the industryset forth on Exhibit A attached hereto. Consultant will handle investor and broker Broker inquiries (including with the proper disclosures and disclaimers) in a professional mannermanner and will maintain a high call volume to outside financial institutions on behalf of the Company. In all cases, Consultant will provide periodic activity reports to the Company. 1.04 Consultant shall organize, initiate, manage and facilitate broker/investor Broker conference telephone calls at the request of the Company and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor Broker conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company. 1.05 Consultant may shall review and monitor Company’s 's stockholder base and all transfer agent and DTC reports, and shall analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list lists on a monthly basisreasonable basis as required to support properly, Consultant's efforts. 1.06 Consultant shall provide a Company with DTC analysis upon request by the Companyon no less than a monthly basis, and will use its best efforts to provide said analysis on a more frequent basis, provided Company complies with 1.05. 1.07 Company will be permitted to visit Consultant’s 's facility on a regular basis and will have the ability to talk in person with Consultant’s 's employees regarding their progress during the campaign. Consultant’s 's employees will be allowed to contact Company’s 's management for weekly conference calls and Company will be permitted to communicate with Consultant’s 's management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be “"insider information” " with any employee of Consultant other than including its upper management and said discussions and all communication will be solely on a need to know basismanagement. 1.08 In addition to the services identified in Section 1.01 to 1.06 above, at the direction of the Company, Consultant has agreed to provide the services described in Exhibit “A”. 1.09 It is acknowledged and agreed by the Company that Consultant carried neither Consultant, which term shall include its employees, does not carry any professional licenses nor or memberships in any self-regulatory organizationsorganizations and is not licensed (other than maintaining an occupational licenses) to engage in any regulated activity. It is further acknowledged and agreed by the Company that Consultant is does not rendering intend to render legal advice or performing perform accounting services and is does not acting and shall not intend to act as an investment advisor or a broker/dealer within the meaning of such terms under any applicable state of or federal securities law. 1.10 1.09 Consultant may use all of Company’s 's Intellectual Property Property, as specifically pre-approved by the Company, that is necessary for Consultant to provide the Services, including but not limited to using Company’s 's name, logo and trademarks on any web site maintained by Consultant or in any promotional materials created in providing Servicesthe Services as contemplated hereunder provided that the Company approves any such promotional materials in advance. Company will not link any other web site to a web site maintained by Consultant without the prior written consent of Consultant. Except as expressly granted hereby, this Agreement does not give either party any right, title or interest in or to the Intellectual Property of the other party. After this Agreement has been terminated, all right, title and interest in and to each party’s 's Intellectual Property shall be held solely by that party. 1.11 1.10 Company acknowledges that hereby appoints Consultant can make no guarantees as to provide the share price or volume of the Company common stock due to unknown factors and unpredictable market conditionsServices identified in Exhibit "A", which is annexed hereto. 1.12 Consultant representative will have the ability to attend Company Board meetings and speak on the record in an advisor capacity.