Common use of Fees and Billing Clause in Contracts

Fees and Billing. 5.1 5th Ave shall pay IPOF fifty (50%) percent of all Net Revenues actually received by 5th Ave from advertising that will appear prior to, during and subsequent to the playing by a viewer of any video or audio derived from an IPOF Clip, or any video or audio containing content from an IPOF Clip, or an IPOF Clip. Net Revenues are gross revenues less actually given chargebacks, credits, refunds or holdbacks as well as applicable taxes resulting from the distribution of IPOF Clips. 5.2 Payments shall be made on a calendar month basis and shall be dispatched to IPOF no later than fifteen (15) days after the end of each calendar month. Payments shall be accompanied by a royalty report clearly delineating (a) the gross revenue received by 5th Ave in connection with the viewing of IPOF Clips, (b) all charges reducing gross revenue to net revenue and (c) all tracking method information pertinent to calculation of royalty. To this end, 5th Ave shall set up a tracking method for capturing relevant advertising information. The royalty report shall be verified by either a certified public accountant or an officer of 5th Ave. 5.3 If inadvertent underpayment is made upon reconciliation of numbers within a quarter immediately subsequent to the quarter being reconciled, such reconciliation shall be paid within fifteen (15) days of the end of the immediately subsequent calendar quarter plus a penalty of ten (10%) percent of the underpayment. In the event that an underpayment exists for more than two quarters in a row, IPOF shall have the right to immediately terminate this Agreement pursuant to the provisions of Section 6 without terminating any of 5th Ave's payment obligations. 5.4 At any time during regular business hours upon five (5) days written notice to 5th Ave, IPOF shall have the right to audit 5th Ave in connection with payment of royalty to IPOF and in connection with 5th Ave's obligations under this Agreement. In the event IPOF shall request such an audit, IPOF or its representatives shall be given full and complete access to any and all information deemed reasonably necessary by an auditor to obtain information pertinent to the audit. IPOF shall have the right to conduct such an audit not more than four (4) times per year. If a discrepancy is found, a 10% penalty on the underpayment shall be asserted. In the first occurrence of an underpayment being found, if such underpayment is greater than 7.5%, 5th Ave shall pay IPOF within ten (10) days IPOF's cost in conducting the audit. If on any subsequent occurrences an underpayment is found greater than 5%, 5th Ave shall pay IPOF within (10) days IPOF's costs in conducting the audit. 5th Ave shall have an obligation to maintain its records with respect to royalties due IPOF for two (2) years following the termination of this Agreement. 5.5 5th Ave hereby grants to David Menlow, upon full execution o▇ ▇▇▇▇ ▇▇▇▇▇ment, 100,000 options (the "Options') for 5th Ave common stock at the closing price of said stock on the effective date of this Agreement to wit: March 16, 2000. Such Options shall fully vest and be delivered as follows: 33,333 options on March 16, 2000 to be delivered as soon as possible; 33,334 Options to be delivered on July 16, 2000; 33,333 Options to be delivered on November 16, 2000. The shares issuable upon exercise of the Options shall be subject to standard piggy-back registration provisions. The Parties shall negotiate the grant of additional shares to David Menlow if this Agreement is r▇▇▇▇▇▇.

Fees and Billing. 5.1 5th Ave shall pay IPOF fifty (50%) percent of all Net Revenues actually received by 5th Ave from advertising that 4.1 NeighborCare will appear prior to, during and subsequent to the playing by a viewer of any video or audio derived from an IPOF Clip, or any video or audio containing content from an IPOF Clip, or an IPOF Clip. Net Revenues are gross revenues less actually given chargebacks, credits, refunds or holdbacks as well as applicable taxes resulting from the distribution of IPOF Clips. 5.2 Payments shall be made on a calendar month basis and shall be dispatched to IPOF no later than fifteen (15) days after the end of each calendar month. Payments shall be accompanied by a royalty report clearly delineating (a) the gross revenue received by 5th Ave in connection with the viewing of IPOF Clips, (b) all charges reducing gross revenue to net revenue and (c) all tracking method information pertinent to calculation of royalty. To this end, 5th Ave shall set up a tracking method for capturing relevant advertising information. The royalty report shall be verified by either a certified public accountant or an officer of 5th Ave. 5.3 If inadvertent underpayment is made upon reconciliation of numbers within a quarter immediately subsequent to the quarter being reconciled, such reconciliation shall be paid within fifteen (15) days of the end of the immediately subsequent calendar quarter plus a penalty of ten (10%) percent of the underpayment. In the event that an underpayment exists for more than two quarters in a row, IPOF shall have the right to immediately terminate this Agreement pursuant to the provisions of Section 6 without terminating any of 5th Ave's payment obligations. 5.4 At any time during regular business hours upon five (5) days written notice to 5th Ave, IPOF shall have the right to audit 5th Ave in connection with payment of royalty to IPOF and in connection with 5th Ave's obligations under this Agreement. In the event IPOF shall request such an audit, IPOF or its representatives shall be given full and complete access to any and all information deemed reasonably necessary by an auditor to obtain information pertinent to the audit. IPOF shall have the right to conduct such an audit not more than four (4) times per year. If a discrepancy is found, a 10% penalty on the underpayment shall be asserted. In the first occurrence of an underpayment being found, if such underpayment is greater than 7.5%, 5th Ave shall pay IPOF within ten (10) days IPOF's cost in conducting the audit. If on any subsequent occurrences an underpayment is found greater than 5%, 5th Ave shall pay IPOF within (10) days IPOF's costs in conducting the audit. 5th Ave shall have an obligation to maintain its records with respect to royalties due IPOF for two (2) years following the termination of this Agreement. 5.5 5th Ave hereby grants to David Menlow, upon full execution o▇ ▇▇▇▇ and be compensated for Services in accordance with the exhibits attached hereto, as applicable. 4.2 Prior to the provision of any Services to a resident of the Facility, Operator will provide NeighborCare with information on such resident including source of reimbursement; responsible party and/or guarantor of payment, if applicable; Medicare and Medicaid number; and such other information as may be requested by NeighborCare. Operator will notify NeighborCare immediately of any changes in any resident's residency status (including but not limited to room changes or discharges), source of reimbursement or guarantor of payment. Operator will fully cooperate with NeighborCare in establishing the source of residents' third party funds and resident/family resources for payment of Services furnished by NeighborCare, including but not limited to copies of insurance coverage; prescription plan, Medicare and Medicaid cards; or financial screens. Operator agrees that if it does not provide the information described in this section 4.2 in the time and manner indicated herein, then notwithstanding any provision to the contrary herein (including all exhibits), NeighborCare may ▇▇▇▇▇ment▇ Operator for such Services at its usual and customary charge for such Services. 4.2.1 In providing billing and collection services hereunder, 100,000 options NeighborCare shall comply with all applicable laws and regulations. NeighborCare shall indemnify, defend and hold Operator harmless from and against all claims, demands, damages, liabilities, costs, expenses and losses, including attorneys' fees, arising out of, resulting from or connected with the improper billing of a third party payor (including but not limited to the "Options') for 5th Ave common stock at Medicare carrier), or the closing price beneficiary of said stock on the effective date such payor, or arising out of, resulting from or connected with any other violation by such party of this Agreement to wit: March 16, 2000. Such Options shall fully vest and be delivered as follows: 33,333 options on March 16, 2000 to be delivered as soon as possible; 33,334 Options to be delivered on July 16, 2000; 33,333 Options to be delivered on November 16, 2000. The shares issuable upon exercise Title XVIII of the Options Social Security Act, those portions of the Code of Federal Regulations which pertain to the Medicare program, or any laws, regulations, policies, practices, or internal billing protocol governing any third party payor program. If reasonably available in the market, NeighborCare shall obtain insurance, which will cover its obligations under this Paragraph. 4.3 NeighborCare inservices, in addition to those specified in the exhibits attached hereto (which are necessary for the initiation and provision of Services hereunder), as applicable, will be provided for a fee of $______ per inservice. Education workshops will be provided for $______ for ______ participants or less, with a charge of $_____ per additional participant. 4.4 Any specialized services provided by NeighborCare not included in the scope of services stipulated herein would be subject to standard piggy-back registration provisionsadditional charges which will be agreed upon in advance in writing by both parties. 4.5 Operator will pay for any Services obtained for its own account, or for any Services for which Operator is responsible for payment, within thirty (30) days of receipt of an invoice from NeighborCare. The Parties shall negotiate Any invoice not paid within thirty (30) days of receipt of an invoice from NeighborCare will accrue interest at the grant rate of additional shares 1.5% per month, provided that, in no event will interest be charged in excess of the amount permitted by applicable law. Operator agrees to David Menlow if this Agreement is rreimburse NeighborCare for any and all costs incurred to collect payment from the Operator, including, without limitation, reasonable attorneys' fees. Amounts due to NeighborCare by Operator under these payment provisions are due in full regardless of the Operator's ability to ▇▇▇▇▇▇▇ or collect from another payment source, including but not limited to Medicare or Facility residents.

Fees and Billing. 5.1 5th Ave shall 2.1 Customer will pay IPOF fifty (50%) percent of Concentric all Net Revenues actually received fees for the Services selected by 5th Ave from advertising that will appear prior to, during and subsequent to the playing by a viewer of any video or audio derived from an IPOF Clip, or any video or audio containing content from an IPOF Clip, or an IPOF Clip. Net Revenues are gross revenues less actually given chargebacks, credits, refunds or holdbacks as well as applicable taxes resulting from the distribution of IPOF Clips. 5.2 Payments shall be made on a calendar month basis and shall be dispatched to IPOF no later than fifteen (15) days after the end of each calendar month. Payments shall be accompanied by a royalty report clearly delineating (a) the gross revenue received by 5th Ave Customer in connection Exhibit B in accordance with the viewing of IPOF Clips, price schedule in Exhibit A (b"Fees") all charges reducing gross revenue to net revenue and (c) all tracking method information pertinent to calculation of royalty. To this end, 5th Ave shall set up a tracking method for capturing relevant advertising information. The royalty report shall be verified by either a certified public accountant or an officer of 5th Ave. 5.3 If inadvertent underpayment is made upon reconciliation of numbers within a quarter immediately subsequent to the quarter being reconciled, such reconciliation shall be paid within fifteen (15) days of the end of the immediately subsequent calendar quarter plus a penalty of less ten percent (10%) percent for the term of the underpaymentthis Agreement. In Concentric agrees that in the event that an underpayment exists for more market conditions dictate lower pricing than two quarters what is stated in a rowExhibit A, IPOF shall have the right both parties agree to immediately terminate amend this Agreement pursuant to reflect the provisions of Section 6 without terminating any of 5th Ave's payment obligations. 5.4 market conditions. At any time during regular business hours upon five (5) days written notice to 5th Avesuch time, IPOF Concentric shall have provide an updated Exhibit A with the right to audit 5th Ave in connection with payment of royalty to IPOF amended reduced pricing and in connection with 5th Ave's obligations under this Agreement. In the event IPOF shall request such an audit, IPOF or its representatives shall be given full and complete access to any and all information deemed reasonably necessary by an auditor to obtain information pertinent to the audit. IPOF shall have the right to conduct such an audit not more than four (4) times per year. If a discrepancy is found, a 10% penalty on the underpayment shall be asserted. In the first occurrence of an underpayment being found, if such underpayment is greater than 7.5%, 5th Ave Customer shall pay IPOF within fees in accordance with such amended price schedule in Exhibit A ("Fees") less ten percent (10%) days IPOF's cost in conducting for the audit. If on any subsequent occurrences an underpayment is found greater than 5%, 5th Ave shall pay IPOF within (10) days IPOF's costs in conducting remainder of the audit. 5th Ave shall have an obligation to maintain its records with respect to royalties due IPOF for two (2) years following the termination term of this Agreement. 5.5 5th Ave hereby grants 2.2 All Fees shall be paid at Concentric's address as indicated in this Agreement or at such other address as Concentric may from time to David Menlow, upon full execution o▇ ▇▇▇▇ ▇▇▇▇▇ment, 100,000 options time indicate by proper notice hereunder. All invoices are due and payable within thirty (the "Options'30) for 5th Ave common stock at the closing price days of said stock on the effective Concentric's date of this Agreement invoice. 2.3 All Fees are in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay, indemnify, and hold Concentric harmless from all sales, use, value added or other taxes of any nature, other than taxes on Concentric's net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to witany Fees (except to the extent Customer provides Concentric with a valid tax exemption certificate) provided that Concentric gives Eloquent prompt written .. notice of any such taxes. If any applicable law requires Customer to withhold amounts from any payments to Concentric hereunder: March 16(a) Customer shall effect such withholding, 2000. Such Options shall fully vest remit such amounts to the appropriate taxing authorities and be delivered as follows: 33,333 options on March 16, 2000 to be delivered as soon as possiblepromptly furnish Concentric with tax receipts evidencing the payments of such amounts; 33,334 Options to be delivered on July 16, 2000; 33,333 Options to be delivered on November 16, 2000. The shares issuable and (b) the sum payable by Customer upon exercise of which the Options deduction or withholding is based shall be subject increased to standard piggy-back registration provisions. The Parties shall negotiate the grant extent necessary to ensure that, after such deduction or withholding, Concentric receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Concentric would have received and retained in the absence of additional shares to David Menlow if this Agreement is r▇▇▇▇▇▇such required deduction or withholding.

Fees and Billing. 5.1 5th Ave Charges - Unless otherwise specified in a HSA, regardless of whether Customer has commenced use of the Services, Customer’s payment obligation for Services accrues on the “Installation Date,” which is the later of (i) the applicable Agreement Term Effective Date set forth on the HSA, or (ii) the date on which the applicable Service is provisioned by FSP and ready for Customer’s use. All such charges are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services hereunder (collectively “Taxes”) now in force or enacted in the future, all of which will be the responsibility of Customer. Customer will be fully responsible to any third party for any charges, costs, expenses (other than those included in the Services), and third party claims that may result from its use of, or access to, the Services. Billing and Payment Terms - FSP issues invoices quarterly, or as set forth in an applicable HSA. Quarterly recurring charges are due in in advance on the first of the month preceding the quarter in which Services are provide. On the Installation Date, Customer will be invoiced for all non-recurring charges and the quarterly recurring charges for the then-current quarter (pro-rated) and the following quarter, including any initial Setup Fee, unless other terms are specifically stated in the HSA. Customer shall pay IPOF fifty (50%) percent all charges upon receipt of all Net Revenues actually received by 5th Ave from advertising that will appear prior tothe invoice, during and subsequent to the playing by a viewer of any video or audio derived from an IPOF Clip, or any video or audio containing content from an IPOF Clip, or an IPOF Clip. Net Revenues are gross revenues less actually given chargebacks, credits, refunds or holdbacks as well as applicable taxes resulting from the distribution of IPOF Clips. 5.2 Payments payment shall be made on a calendar month basis and shall be dispatched to IPOF no later than fifteen past due if not paid within thirty (1530) days after the end date of each calendar the invoice. Late payments will accrue charges at the lower of 1½ % per month, or the highest rate allowed by law. Payments If Customer makes a late payment during the Term, FSP shall be accompanied have the right, upon written notice to Customer, to require a “Security Deposit” or other reasonable assurances to secure Customer’s payment obligations hereunder. Customer agrees to pay FSP’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees, Security Deposits and court costs associated with pursuing collection on amounts owed by Customer under this Agreement. Rates and Rate Changes – FSP will provide Customer a royalty report clearly delineating (a) “Hosting Fee Schedule” as part of the gross revenue received by 5th Ave HSA, wherein the FSP rates for hosting are stipulated in connection conjunction with the viewing Customer’s number of IPOF Clips, (b) all charges reducing gross revenue to net revenue and (c) all tracking method information pertinent to calculation of royalty. To this end, 5th Ave shall set up a tracking method for capturing relevant advertising informationActive Employees. The royalty report shall be verified by either a certified public accountant Hosting Fee Schedule details the change in any hosting Fees based on increases or an officer of 5th Ave. 5.3 If inadvertent underpayment is made upon reconciliation of numbers within a quarter immediately subsequent decreases to the Customer’s number of Active Employees processed in the Customer’s Software during the preceding quarter. Customer will be charged in the subsequent quarter being reconciledthe rate, with applicable discounts applied for commitment periods (if any), in alignment with the number of Active Employees in Customer’s Vision database pursuant to the FSP Hosting Fee Schedule FSP reserves the right to make changes to the rates in effect in the Hosting Fee Schedule from time to time. Any revised Hosting Fee Schedule will have an effective date noting the date such reconciliation shall rates took effect. FSP cannot make changes to the rates charged to Customer that occur during the time of a Commitment Term. Any Customer that is on a quarter-to-quarter agreement with FSP will be paid within fifteen notified of rate increases at least thirty (1530) days prior to the invoicing date for any services provided in subsequent quarters to the date of the end of the immediately subsequent calendar quarter plus a penalty of ten (10%) percent of the underpaymentrate increase. Security Deposit - In the event that an underpayment exists Customer is required to pay to FSP a Security Deposit due to Customer’s late payment of previous invoices for more than two quarters in a rowServices, IPOF shall have the right to immediately terminate this Agreement pursuant to the provisions of Section 6 FSP may, without terminating any of 5th Ave's payment obligations. 5.4 At any time during regular business hours upon five (5) days written further notice to 5th AveCustomer and without prejudice to FSP’s other remedies, IPOF shall have apply part or all of the right to audit 5th Ave in connection with payment Security Deposit toward the cure of royalty to IPOF and in connection with 5th Ave's obligations any Customer under this Agreement. In such event, Customer shall, within five (5) business days after written demand, pay FSP an amount equal to the event IPOF amount so applied to restore the Security Deposit to its original amount, if Customer is to remedy the default of the Agreement. FSP may co-mingle the Security Deposit with its own funds. Customer shall request such an audit, IPOF or its representatives not be entitled to receive interest on the Security Deposit. Any part of the Security Deposit not used by FSP shall be given full and complete access returned to Customer within sixty (60) days after this Agreement expires or is terminated, after applying the Security Deposit to any outstanding amounts due and all information deemed reasonably necessary by an auditor payable to obtain information pertinent to FSP. FSP may, at its sole discretion, remove the audit. IPOF shall have the right to conduct such an audit not more than four (4) times per year. If requirement of a discrepancy is found, a 10% penalty Security Deposit on the underpayment shall be asserted. In Customer’s account with FSP and may either apply this amount to amounts then owing or return the first occurrence of an underpayment being found, if such underpayment is greater than 7.5%, 5th Ave shall pay IPOF within ten (10) days IPOF's cost in conducting the audit. If on Security Deposit to Customer before any subsequent occurrences an underpayment is found greater than 5%, 5th Ave shall pay IPOF within (10) days IPOF's costs in conducting the audit. 5th Ave shall have an obligation to maintain its records with respect to royalties due IPOF for two (2) years following the termination of this the Agreement. 5.5 5th Ave hereby grants to David Menlow, upon full execution o▇ ▇▇▇▇ ▇▇▇▇▇ment, 100,000 options (the "Options') for 5th Ave common stock at the closing price of said stock on the effective date of this Agreement to wit: March 16, 2000. Such Options shall fully vest and be delivered as follows: 33,333 options on March 16, 2000 to be delivered as soon as possible; 33,334 Options to be delivered on July 16, 2000; 33,333 Options to be delivered on November 16, 2000. The shares issuable upon exercise of the Options shall be subject to standard piggy-back registration provisions. The Parties shall negotiate the grant of additional shares to David Menlow if this Agreement is r▇▇▇▇▇▇.