SCHEDULE C TO CONSULTING AGREEMENT
GRANT OF OPTIONS
The Company also grants the consultant option to purchase stock, and the Company
does hereby grant, convey and warrant to Consultant, Five Million, (5,000,000)
shares of common stock in the Corporation with $.001 par value, more or less as
adjusted as provided herein below (hereinafter, the "Shares") exercisable in one
or more traunches, exercisable at the following "Option Price" for the following
traunches which Option shall be exercisable in whole or in part at any time
prior to 11:59PM EDT on Nov. 02 2004 (the "Expiration Date"):
Option Option Price
5,000,000 shares .005
Or to be negotiated the Option Shares will be, prior to delivery to Consultant,
registered pursuant to valid and effective registration statements under either
Form SB-2 or S-8 and the company agrees that the Option Shares shall be freely
tradable and that the existence of any restriction, buy-sell or other limitation
under state or Federal securities laws including but not limited to Rule 144 of
the Securities Act of 1933 and/or registration pursuant to exercise (which shall
be deemed demand registration rights for purposes of determining the obligation
of the Company) and/or the limitations on manner of sale imposed under the
Securities and Exchange Act of 1934 shall be lifted and/or waived by the
Company, at the Company's sole cost, prior to delivery of the Option Shares. The
Company agrees to lend to Consultant the amount due under the Options by
promissory note secured by such stock in the event the Consultant does not have
the cash to acquire same but such note shall be limited to and shall be due
February 28, 2005 whereafter it shall be a default if not paid.
