Common use of Billing and Compensation Clause in Contracts

Billing and Compensation. During the term of this Agreement, the Manager shall be entitled to compensation in an amount equal to 50% of the "net cash provided by operating activities" as such item is calculated in the Company's Statement of Cash Flows in its internal financial statements utilized for consolidation by CVIA into its financial statements filed on a periodic basis with the Securities and Exchange Commission pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934; provided, that prior to the calculation of said management fee, the "net cash provided by operating activities" shall be adjusted to remove any management fee paid pursuant to this Agreement included in such number. The management fee shall be paid on a quarterly basis, and shall be due and payable on the earlier to occur of the forty-fifth day after the end of each calendar quarter, or five days after CVIA files its Form 10-QSB for the applicable quarter. In the event CVIA's independent public auditors determine that financial statements utilized to calculate a management fee hereunder should be restated to comply with generally accepted accounting principles, the management fee due hereunder for such period shall be increased or decreased proportionately, and the difference paid or refunded within ten days after the filing of restated financial statements with the Securities and Exchange Commission. The parties agree that the decision of the Company's independent public auditors shall be final and conclusive as to any financial statements used to calculate a management fee due hereunder. The parties acknowledge and agree that as of the date of this Agreement, the Business constitutes the sole operating business of CVIA, and that all wages and benefits applicable to J▇▇▇▇ ▇▇▇▇▇, T▇▇ ▇▇▇▇▇▇▇, W▇▇▇▇▇▇ ▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. are allocable to SRR for purposes of calculating the management fee. However, the parties hereto understand and acknowledge that CVIA may acquire one or more businesses within the same industry as the Business, in which event the wages and benefits applicable to Messrs. Sease, Strenth, T▇▇▇▇▇ and T▇▇▇▇▇ shall be allocated to SRR and the other businesses in proportion to the estimated amount of time spent by each in connection with the Business for purpose of calculating the management fee. In the event of a dispute as the proper allocation of such costs, the parties agree to submit issue to CVIA' independent public auditors for determination, and agree that the decision of the Company's independent public auditors as to the proper amount of such allocation shall be final and conclusive.