Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. As consideration for Consultants entering into this Agreement, Client agrees to pay and deliver to Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: A. Client shall issue certificates representing an aggregate of seventy-five thousand (75,000) shares of free trading common stock (the "Shares"), registered under S-8. B. The Certificates shall be issued to the Consultants in the following manner: M. Bla▇▇▇ ▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ros▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. The Shares, when issued to Consultant, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants and their advisors, Client agrees that, when received by Consultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by Consultants: (1) upon Client's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultant's delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants other than by reason of Consultants' gross negligence or willful misconduct, Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants prevails in any such suit.

Compensation and Fees. As consideration for Consultants Consultant entering into this Agreement, Client agrees to pay and deliver to Consultants Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: A. a. Client shall issue certificates representing an aggregate of seventy-two million five hundred thousand (75,000) shares of free trading common stock (the "Shares"), registered under S-8. B. The Certificates shall be issued to the Consultants in the following manner: M. Bla▇▇▇ ▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,0002,500,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-Client agrees to register the shares under the Securities Act of 1933 in an expeditious manner. Shares are payable in two payments: The first payment of one million five hundred thousand (25,0001,500,000) sharesshares is due on the date hereof, and the second payment of one million (1,000,000) shares is due 90 days after the date hereof as long as the Agreement has not been terminated by Client for any reason (regardless of paragraph B.2. Ros▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand above), within the first eighty (25,00080) sharesdays from the date of the Agreement. The Shares, when issued to Consultant, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants Consultant and their advisors, Client agrees that, when received by ConsultantsConsultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by ConsultantsConsultant: (1) upon Client's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' Consultant's agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultantConsultant's delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants Consultant other than by reason of Consultants' Consultant's gross negligence or willful misconduct, Consultants Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultants entering into this Agreement, Client agrees to pay and deliver to Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: A. a. Client shall issue certificates representing an aggregate of seventy-five three hundred thousand (75,000300,000) shares of free trading common stock (the "Shares"), registered under S-8. B. b. The Certificates shall be issued to the Consultants in the following manner: M. Bla▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ll will receive twenty-five one hundred thousand (25,000100,000) shares. Ran▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll will receive twenty-five one hundred thousand (25,000100,000) shares. Ros▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll will receive twenty-five one hundred thousand (25,000100,000) shares. The Shares, when issued to ConsultantConsultants, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant Consultants in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant Consultants from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants and their advisors, Client agrees that, when received by Consultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by Consultants: (1) upon Client's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultant's consultants' delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants other than by reason of Consultants' gross negligence or willful misconduct, Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants prevails prevail in any such suit.

Compensation and Fees. As consideration for Consultants entering into --------------------- this Agreement, Client agrees to pay and deliver to Consultants the following consideration, which consideration is nonrefundable regardless of the circumstances: A. a. Client shall issue certificates representing an aggregate of seventy-two million five hundred thousand (75,0002,500,000) shares of free trading common stock (the "Shares"), to be registered hereafter under S-8. B. b. The Certificates shall be issued to the Consultants in the following manner: M. Bla▇Randall Letcavage wi▇▇ ▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-five ▇ ▇▇llion two hundred fifty thousand (25,0001,250,000) shares. RosRosemary Nguyen will ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five ▇ million two hundred fifty thousand (25,0001,250,000) shares. The Shares, when issued to ConsultantConsultants, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities The Shares shall be issued to Consultant Consultants in accordance with a mutually acceptable plan of issuance as to relieve securities the Shares or Consultant Consultants from restrictions upon transferability of the shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants and their advisors, Client agrees that, when received by Consultants, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by Consultants: (1) upon Client's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultant's Consultants' delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants other than by reason of Consultants' gross negligence or willful misconduct, Consultants shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants prevails prevail in any such suit.

Compensation and Fees. As consideration for Consultants Consultant entering into this Agreement, Client Individual agrees to pay and deliver to Consultants Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: A. Client shall issue certificates a. Certificates representing an aggregate of seventy-five thousand one million (75,0001,000,000) shares of free trading common stock (the "Shares"), registered under S-8. B. . Shares are payable in two payments: The Certificates shall be issued to the Consultants in the following manner: M. Bla▇▇▇ ▇▇▇▇▇ ▇▇ll receive twenty-first payment of five hundred thousand (25,000500,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-shares is due on the date hereof, and the second payment of five hundred thousand (25,000500,000) shares. Ros▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) sharesshares is due 60 days after the date hereof. The Shares, when issued to as directed by Consultant, will be duly authorized, validly issued and outstanding, fully paid and nonassessable non-assessable, and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client Individual and Consultants Consultant and their advisors, Client Individual agrees that, when received by ConsultantsConsultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client Individual further acknowledges and agrees that said consideration is earned by ConsultantsConsultant: (1) upon ClientIndividual's execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' Consultant's agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client Individual seeks to terminate this Agreement prior to consultant's delivery of any services hereunder. If Client Individual takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client Individual to Consultants Consultant other than by reason of Consultants' Consultant's gross negligence or willful misconduct, Consultants Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client Individual or Consultants Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultants Consultant entering into this Agreement, Client agrees to pay and deliver to Consultants Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: A. a. Client shall issue certificates representing an aggregate of seventy-five thousand Fifteen Million (75,00015,000,000) shares of free trading common stock (the "“Shares"”), registered under S-8. B. . The Certificates shall be shares issued to the Consultants in Consultant on the following manner: M. Bla▇▇▇ ▇▇▇▇▇ ▇▇ll receive twentydate hereof shall have the status of “restricted” securities as the term is defined by Rule 144 under the Securities Act of 1933, as amended. These shares are non-five thousand (25,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ros▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) sharescancelable and shall have piggyback registration rights upon the first SEC registration filed by the Client. b. A monthly consulting fee of $20,000 commencing March 1, 2007, payable by month end each month. The Shares, when issued to Consultant, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants Consultant and their advisors, Client agrees that, when received by ConsultantsConsultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by ConsultantsConsultant: (1) upon Client's ’s execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' Consultant’s agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultant's ’s delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants Consultant other than by reason of Consultants' Consultant’s gross negligence or willful misconduct, Consultants Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' ’ fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants Consultant prevails in any such suit.

Compensation and Fees. As consideration for Consultants Consultant entering into this Agreement, Client agrees to pay and deliver to Consultants Consultant the following consideration, which consideration is nonrefundable regardless of the circumstances: A. a. Client shall issue certificates representing an aggregate of seventy-five thousand (75,000) Five Hundred Twenty Thousand Shares to designated parties as directed by the Consultant. The Consultant and designated parties will be issued shares valued at the average share prices issued to date and will be responsible for all tax obligations of free trading common stock (the "Shares"), registered under S-8these shares. B. b. The Certificates shall Consultant will be issued to compensated as negotiated for each deal closed based on the Consultants in terms of each specific deal. c. All expenses are pre-approved by the following manner: M. Bla▇▇▇ ▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ran▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) shares. Ros▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ll receive twenty-five thousand (25,000) sharescompany. The Shares, when issued to Consultant, will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will not be subject to any liens or encumbrances. Securities shall be issued to Consultant in accordance with a mutually acceptable plan of issuance as to relieve securities or Consultant from restrictions upon transferability of shares in compliance with applicable registration provisions or exemptions. After careful review and extensive discussions and negotiations between Client and Consultants Consultant and their advisors, Client agrees that, when received by ConsultantsConsultant, the above-described consideration shall be nonrefundable regardless of the circumstances, whether foreseen or unforeseen upon execution and delivery of this Agreement. Client further acknowledges and agrees that said consideration is earned by ConsultantsConsultant: (1) upon Client's ’s execution and delivery of the Agreement and prior to the provision of any service hereunder; (2) in part, by reason of Consultants' Consultant’s agreement to make its resources available to serve Client and as further described in the Preliminary Statement and elsewhere herein; and (3) regardless of whether Client seeks to terminate this Agreement prior to consultant's ’s delivery of any services hereunder. If Client takes any action to terminate this Agreement or to recover any consideration paid or delivered by Client to Consultants Consultant other than by reason of Consultants' Consultant’s gross negligence or willful misconduct, Consultants Consultant shall be entitled to all available equitable remedies, consequential and incidental damages and reasonable attorneys' ’ fees and costs incurred as a result thereof, regardless of whether suit is filed and regardless of whether Client or Consultants Consultant prevails in any such suit.