Common use of Compensation and Expense Clause in Contracts

Compensation and Expense. REIMBURSEMENT Concurrently with the execution hereof, the Company shall grant and issue to Consultant 25,000,000 shares of no par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $25,000 for five (5) separate trading days during a period of five (5) years from the date of any issuance of the shares; then the Company shall issue additional shares to Consultant in such number, at an assumed market price of $.001 per share, as will equal the difference between $10,000 and the actual aggregate valuation of such shares. If the Company fails to issue the supplemental option within five (5) days from the date of Consultants written demand notice, then it immediately shall pay to Consultant liquidated damages of $25,000.

Compensation and Expense. REIMBURSEMENT Concurrently with the execution hereof, the Company shall grant and issue to Consultant 25,000,000 8,900,000 shares of no par value common stock of the Company (the "Shares") which shall be registered with the United States Securities and Exchange Commission and applicable state securities agencies so as to enable the Shares to be freely saleable and tradable in the public securities markets. The Company shall use its best and diligent efforts to maintain all SEC and other registrations so as to enable said Shares to be fully saleable and tradable for a period of five (5) years from the date hereof. Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and over night shipping charges. The Company also agrees that if the Shares fail to attain a market price of $25,000 89,000 for five (5) separate trading days during a period of five (5) years from the date of any issuance of the sharesShares; then the Company shall issue additional shares to Consultant in such number, at an assumed market price of $.001 .01 per share, as will equal the difference between $10,000 89,000 and the actual aggregate valuation of such shares. If the Company fails to issue the supplemental option Shares within five (5) days from the date of Consultants written demand notice, then it the Company immediately shall pay to Consultant liquidated damages of $25,00089,000.