Common use of Alternately Clause in Contracts

Alternately. Consultant may at his sole discretion elect to accept a one-time Termination Payment of the Company’s Common Stock under the following terms and conditions: i. The number of shares to be issued shall be 120 percent of the amount equal to the Consulting Fee and health insurance premiums, and shall include payment in stock for any and all pay periods for which Consultant would have earned his fee under this Agreement. ii. The stock price to be used to calculate the number of shares to be shall be equal to the average closing price on the five trading days prior to the date the Termination Payment is due, if the Company is publicly trading. If the Company is private, the stock price to be used to calculate the number of shares to be issued shall be determined by an independent auditor employing generally accepted accounting principals for such determination. iii. If the Company for any reason fails to make the Termination Payment within two (2) weeks after the Termination Date, then the payment due shall be equal to twice the number of shares (two hundred (200) percent of the shares), due on the termination date. iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient manner, including by not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading shares at issuance. v. In the event the Company opts to pay Consultant for the balance of his Agreement with the Company’s Common Stock, and Consultant so agrees, the Company shall issue five warrants for each share of Common Stock issued pursuant to this Section 2.1, (the “Warrants”) to purchase shares of Common Stock issuable upon conversion. The exercise price for each block of five Warrants is fifty cents ($0.50) and shall be substantially the form annexed hereto as Exhibit A. Consultant shall be entitled to Registration Rights for the Common Stock underlying the Warrants immediately following the Company’s Notice of Termination to Consultant, and the election of both Parties to pay and accept Common Stock as the Termination Payment. The underlying shares of stock available upon exercise of said warrants shall receive piggyback registration to any current filing the Company is engaged in at the time it notifies consultant of its desire to pay the Termination Payment in Common Stock, or separately on a Form S-3 or any other applicable registration form to render the underlying shares free trading as soon as practicable.

Alternately. Consultant the Emplpoyee may at his sole discretion elect to accept a one-time Termination Payment of the Company’s Common Stock under the following terms and conditions: i. The number of shares to be issued shall be 120 percent of the amount equal to the Consulting Fee Salary and health insurance premiums, and shall include payment in stock for any and all pay periods for which Consultant Employee would have earned camed his fee under this Agreement. ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing price on the five trading days prior to the date the Termination Payment is due, if the Company is publicly trading. If the Company is private, the stock price to be used to calculate the number of shares to be issued shall be determined by an independent auditor employing generally accepted accounting principals for such determination. iii. If the Company for any reason fails to make the Termination Payment within two (2) weeks after the Termination Date, then the payment due shall be equal to twice the number of shares (two hundred (200) percent of the shares), due on the termination date. iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient manner, including by not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading shares at issuance. v. In the event the Company opts to pay Consultant The Employee for the balance of his Agreement with the Company’s Common Stock, and Consultant so agrees, the Company shall also issue five warrants for each share of Common Stock issued pursuant to this Section 2.1, (the “Warrants”) to purchase shares of Common Stock issuable upon conversion. The exercise price for each block of five Warrants is fifty cents ($0.50) and shall be substantially the form annexed hereto as Exhibit A. Consultant The Employee shall be entitled to Registration Rights for the Common Stock underlying the Warrants immediately following the Company’s Notice of Termination to Consultant, and the election of both Parties to pay and accept Common Stock as the Termination Payment. The underlying shares of stock available upon exercise of said warrants shall receive piggyback registration to any current filing the Company is engaged in at the time it notifies consultant of its desire to pay the Termination Payment in Common Stock, or separately on a Form S-3 or any other applicable registration form to render the underlying shares free trading as soon as practicable.Termination

Alternately. Consultant may at his sole discretion elect to accept a one-time Termination Payment of the Company’s Common Stock under the following terms and conditions: i. The number of shares to be issued shall be 120 percent of the amount equal to the Consulting Fee and health insurance premiums, and shall include payment in stock for any and all pay periods for which Consultant would have earned his fee under this Agreement. ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing price on the five trading days prior to the date the Termination Payment is due, if the Company is publicly trading. If the Company is private, the stock price to be used to calculate the number of shares to be issued shall be determined by an independent auditor employing generally accepted accounting principals for such determination. iii. If the Company for any reason fails to make the Termination Payment within two (2) weeks after the Termination Date, then the payment due shall be equal to twice the number of shares (two hundred (200) percent of the shares), due on the termination date. iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient manner, including by not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading shares at issuance. v. In the event the Company opts to pay Consultant for the balance of his Agreement with the Company’s Common Stock, and Consultant so agrees, the Company shall also issue five warrants for each share of Common Stock issued pursuant to this Section 2.1, (the “Warrants”) to purchase shares of Common Stock stock issuable upon conversion. The exercise price for each block of five Warrants is fifty cents ($0.50) and shall be substantially the form annexed hereto as Exhibit A. Consultant shall be entitled to Registration Rights for the Common Stock underlying the Warrants warrants immediately following the Company’s Notice of Termination to Consultant, and the election of both Parties to pay and accept Common Stock as the Termination Payment. The underlying shares of stock available upon exercise of said warrants shall receive piggyback registration to any current filing the Company is engaged in at the time it notifies consultant of its desire to pay the Termination Payment in Common Stock, or separately on a Form S-3 or any other applicable registration form to render the underlying shares free trading as soon as practicable.