Common use of Compensation and Benefits During the Employment Term Clause in Contracts

Compensation and Benefits During the Employment Term. The Executive’s base compensation shall be at the rate of $10,000 per month, for the term of this Agreement, payable in regular semi-monthly installments in accordance with the Company’s practice for its executives. At the election of the Executive, his compensation may be payable in shares of the Company’s common stock, registered on Form S-8 under the Securities Act of 1933 or such other form as may be appropriate, or at the election of the Executive pursuant to an exemption from registration under the Act. Cash compensation shall be less applicable withholding for income and employment taxes as required by law and other deductions as to which the Executive shall agree. Such base compensation shall be subject to increases as and when determined by the Company’s board of directors at its sole discretion. Any unpaid balance during the year shall be adjusted and paid on or before each fiscal year end. - In addition to the Executive’s base compensation, Executive will be entitled to a bonus as determined by the Company’s board of directors from time to time. In addition, in the event of a change in control of the Company, resulting in Executive ceasing to serve as the Company’s Chief Executive Officer, President and Chairman, Executive shall be entitled to receive and the Company shall pay to Executive within ninety (90) days of the change in control a sum equal to five (5) years of the base salary then payable to Executive under this Employment Agreement, and issue to Executive the shares underlying the common stock purchase warrants provided in 4(d) below, based upon and adjusted exercise price equal to par value of the shares at the date of the change in control. - The Executive shall be entitled to reimbursement of all reasonable, ordinary and necessary business related expenses incurred by him in the course of his duties and upon compliance with the Company’s procedures. - The Executive shall be granted common stock purchase warrants, exercisable on a cashless basis, for 144,000 shares per annum commencing on March 30, 2007 and on each consecutive Xxxxx 00 xx for a period of five (5) years, based upon an exercise price of $7.00 per share. The warrants will provide for an expiration date two (2) years following each annual grant, as set forth in the warrant agreement that will be attached to this employment agreement. - The Company hereby ratifies the grant to Executive of common stock purchase options to purchase 50,000 shares of common stock heretofore granted to Executive, which are exercisable through September 30, 2005 at a price of $1.50 per share and are exercisable on a cashless basis.

Compensation and Benefits During the Employment Term. (a) The Executive’s 's base compensation shall be at the rate of $10,000 ________ per month, for the term of this Agreement, payable in regular semi-monthly installments in accordance with the Company’s practice for its executivesinstallments. At the election of the Executive, his compensation may be payable in shares of the Company’s 's common stock, registered on Form S-8 under the Securities Act of 1933 or such other form as may be appropriate, or at the election of the Executive pursuant to an exemption from registration under the Act. Cash compensation shall be less applicable withholding for income and employment taxes as required by law and other deductions as to which the Executive shall agree. Such base compensation shall be subject to increases as and when determined by the Company’s 's board of directors at its sole discretion. Any unpaid balance during the year shall be adjusted and paid on or before each fiscal year end. - (b) In addition to the Executive’s 's base compensation, Executive will be entitled to a bonus as determined by the Company’s 's board of directors from time to time. Further, the Executive shall be entitled to a special bonus in the event that lenders or investment bankers working with the Company require the personal guarantee of the Executive. In addition, in the event of a change in control of the Company, resulting in Executive ceasing to serve as the Company’s Chief Executive Officer, President 's chief executive officer and Chairmanchief operating officer, Executive shall be entitled to receive and the Company shall pay to Executive within ninety (90) days of the change in control a sum equal to five three (53) years of the base salary then payable to Executive under this Employment Agreement, and issue to Executive the shares underlying the common stock purchase warrants provided in 4(d) below, based upon and adjusted exercise price equal to par value of the shares at the date of the change in control. - (c) The Executive shall be entitled to reimbursement of all reasonable, ordinary and necessary business related expenses incurred by him in the course of his duties and upon compliance with the Company’s 's procedures. - (d) The Executive shall be granted common stock purchase warrants, exercisable on a cashless basis, for 144,000 400,000 shares per annum commencing on March 30February 1, 2007 2012 and on each consecutive Xxxxx 00 xx February 1st for a period of five (5) years, based upon an exercise price equal to the lower of: (i) the par value of the shares of common stock; or (ii) $7.00 .03 per share. The warrants will provide for an expiration date two (2) years following each annual grant, as set forth in the warrant agreement that will be attached to this employment agreement. - The Company hereby ratifies (e) In addition to the grant Executive's base compensation, and as an inducement for Executive agreeing to entering into this Employment Agreement for a term of five (5) years on a full-time basis, the Executive shall be issued an aggregate of 5,500,000 restricted shares of the Company's common stock purchase options ("Executive Shares"), subject to purchase 50,000 shares the following: (i) Executive shall have voting rights with respect to the Executive Shares from the date of common stock heretofore granted issuance, except that for the purposes of Executive's right (the "Right") to sell, transfer or assign the Executive Shares, such Right shall vest at the rate of 1,000,000 Executive Shares per year during the Employment Term; (ii) Executive's right to sell, which are exercisable through September 30transfer or assign Executive Shares shall be subject to the restrictions of Rule 144 promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, 2005 at a price as amended (the "Act"); (iii) in the event that Executive shall elect, for any reason, to terminate his employment with the Company during the Employment Term, all rights of $1.50 per share Executive to the Executive Shares shall immediately cease, including voting rights, rights to sell, transfer or assign the Executive Shares; and are exercisable on a cashless basis(iv) Executive consents pursuant to this Employment Agreement to the cancelation by the Company's transfer agent of any remaining Employment Shares without any further action or approval of Executive. 5.

Compensation and Benefits During the Employment Term. (a) The Executive’s 's base compensation shall be at the rate of $10,000 ________ per month, for the term of this Agreement, payable in regular semi-monthly installments in accordance with the Company’s practice for its executivesinstallments. At the election of the Executive, his compensation may be payable in shares of the Company’s 's common stock, registered on Form S-8 under the Securities Act of 1933 or such other form as may be appropriate, or at the election of the Executive pursuant to an exemption from registration under the Act. Cash compensation shall be less applicable withholding for income and employment taxes as required by law and other deductions as to which the Executive shall agree. Such base compensation shall be subject to increases as and when determined by the Company’s 's board of directors at its sole discretion. Any unpaid balance during the year shall be adjusted and paid on or before each fiscal year end. - (b) In addition to the Executive’s 's base compensation, Executive will be entitled to a bonus as determined by the Company’s 's board of directors from time to time. Further, the Executive shall be entitled to a special bonus in the event that lenders or investment bankers working with the Company require the personal guarantee of the Executive. In addition, in the event of a change in control of the Company, resulting in Executive ceasing to serve as the Company’s Chief Executive Officer, President 's chief executive officer and Chairmanchief operating officer, Executive shall be entitled to receive and the Company shall pay to Executive within ninety (90) days of the change in control a sum equal to five three (53) years of the base salary then payable to Executive under this Employment Agreement, and issue to Executive the shares underlying the common stock purchase warrants provided in 4(d) below, based upon and adjusted exercise price equal to par value of the shares at the date of the change in control. - (c) The Executive shall be entitled to reimbursement of all reasonable, ordinary and necessary business related expenses incurred by him in the course of his duties and upon compliance with the Company’s 's procedures. - (d) The Executive shall be granted common stock purchase warrants, exercisable on a cashless basis, for 144,000 500,000 shares per annum commencing on March 30February 1, 2007 2012 and on each consecutive Xxxxx 00 xx February 1st for a period of five (5) years, based upon an exercise price equal to the lower of: (i) the par value of the shares of common stock; or (ii) $7.00 .03 per share. The warrants will provide for an expiration date two (2) years following each annual grant, as set forth in the warrant agreement that will be attached to this employment agreement. - The Company hereby ratifies (e) In addition to the grant Executive's base compensation, and as an inducement for Executive agreeing to entering into this Employment Agreement for a term of five (5) years on a full-time basis, the Executive shall be issued an aggregate of 5,500,000 restricted shares of the Company's common stock purchase options ("Executive Shares"), subject to purchase 50,000 shares the following: (i) Executive shall have voting rights with respect to the Executive Shares from the date of common stock heretofore granted issuance throughout the Employment Term, except that for the purposes of Executive's right (the "Right") to sell, transfer or assign the Executive Shares, such Right shall vest at the rate of 1,000,000 Executive Shares per year during the Employment Term; (ii) Executive's right to sell, which are exercisable through September 30transfer or assign Executive Shares shall be subject to the restrictions of Rule 144 promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, 2005 at a price as amended (the "Act"); (iii) in the event that Executive shall elect, for any reason, to terminate his employment with the Company during the Employment Term, all rights of $1.50 per share Executive to the Executive Shares shall immediately cease, including voting rights, rights to sell, transfer or assign the Executive Shares; and are exercisable on a cashless basis(iv) Executive consents pursuant to this Employment Agreement to the cancelation by the Company's transfer agent of any remaining Employment Shares without any further action or approval of Executive. 5.

Compensation and Benefits During the Employment Term. The Executive’s base compensation shall be at the rate of $10,000 per month, for the term of this Agreement, payable in regular semi-monthly installments in accordance with the Company’s practice for its executives. At the election of the Executive, his compensation may be payable in shares of the Company’s common stock, registered on Form S-8 under the Securities Act of 1933 or such other form as may be appropriate, or at the election of the Executive pursuant to an exemption from registration under the Act. Cash compensation shall be less applicable withholding for income and employment taxes as required by law and other deductions as to which the Executive shall agree. Such base compensation shall be subject to increases as and when determined by the Company’s board of directors at its sole discretion. Any unpaid balance during the year shall be adjusted and paid on or before each fiscal year end. - In addition to the Executive’s base compensation, Executive will be entitled to a bonus as determined by the Company’s board of directors from time to time. In addition, in the event of a change in control of the Company, resulting in Executive ceasing to serve as the Company’s Chief Executive Officer, President and Chairman, Executive shall be entitled to receive and the Company shall pay to Executive within ninety (90) days of the change in control a sum equal to five (5) years of the base salary then payable to Executive under this Employment Agreement, and issue to Executive the shares underlying the common stock purchase warrants provided in 4(d) below, based upon and adjusted exercise price equal to par value of the shares at the date of the change in control. - The Executive shall be entitled to reimbursement of all reasonable, ordinary and necessary business related expenses incurred by him in the course of his duties and upon compliance with the Company’s procedures. - The Executive shall be granted common stock purchase warrants, exercisable on a cashless basis, for 144,000 shares per annum commencing on March 30, 2007 and on each consecutive Xxxxx 00 xx March 30th for a period of five (5) years, based upon an exercise price of $7.00 per share. The warrants will provide for an expiration date two (2) years following each annual grant, as set forth in the warrant agreement that will be attached to this employment agreement. - The Company hereby ratifies the grant to Executive of common stock purchase options to purchase 50,000 shares of common stock heretofore granted to Executive, which are exercisable through September 30, 2005 at a price of $1.50 per share and are exercisable on a cashless basis.