Common use of Performance by Client Clause in Contracts

Performance by Client. A) Client is required to do a Standard & Poor's listing at the Client's expense. B) Client is required to provide NHOB with all S& P listings on their attorney's letterhead. C) Client will provide its shareholders with audited financials on a yearly basis and unaudited financials on quarterly basis. D) Client will use its reasonable best efforts to register or qualify any shares of common stock of Client under the securities or blue sky laws of such jurisdictions as any broker or market maker may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such broker or market maker to consummate the disposition in such jurisdictions of shares of common stock of Client, provided that the Client will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction. The parties hereto by signing this Exhibit in the space provide below signify their agreement regarding the service to be provided by NHOB under the Agreement. ULTIMATE SPORTS ENTERTAINMENT, INC. By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,President ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President EXHIBIT B Client hereby designates the following person or persons to act on its behalf for the purpose set forth in Section 2.B. (1) of the Agreement. /S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ FR LICHT DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT) PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT) /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT) EXHIBIT C 1. Upon the execution and delivery of the Agreement, Client agrees to remit to NEOB in cash or, at the option of Client, to issue NHOB two hundred thousand (200,000) shares of unrestricted Common Stock of the Client (the "Shares"), which Shares shall be duly and validly issued, fully paid and nonassessable and shall not be issued in violation of any preemptive right of any stockholders of Client. The Shares will be issued in compliance with the requirements of the Securities Act of 1933 (the "Act) and the General Rules and Regulation promulgated under the Act and shall be unrestricted, unencumbered and freely tradable on the stock exchange or other electronic trading system on which the Shares are listed for trade. 2. Client shall pay to NHOB one hundred fifty thousand restricted Shares, concurrently with the issuance of the Shares, Client will execute and deliver the Registration Rights Agreement attached hereto as Exhibit E under which the Client agrees to register the Shares for sale in compliance with the Act and to comply with all conditions necessary or required to enable the Shares to be sold pursuant to the General Rules and Regulation under the Act. 3. The Shares, if any, to be issued to NHOB shall be approved for issuance in accordance with the rules and regulations of any stock exchange or other electronic trading system on which the Shares are listed for trading and shall be issued in compliance with all appropriate federal or state governmental rules and regulations. 4. Client acknowledges that the consideration to be paid to NHOB shall be fully earned on the date that NHOB commences providing services under the Agreement. 5. Client agrees to pay or reimburse NHOB for all expenses arising out of or related to the provision of services by NHOB under the Agreement to the extent provided in the Agreement and/or in Exhibit A thereto. The parties hereto by signing this Exhibit in the space provided below signify their agreement to the compensation provisions contained herein. Ultimate Sports Entertainment, Inc. By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Pres. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pres. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President EXHIBIT D INDEMNIFICATION Client acknowledges and agrees that if, in connection with the services or matters that are the subject of or arise out of such Agreement, NHOB becomes involved (whether or not as a named party) in any action, claim or LEGAL proceeding (including any governmental inquiry or investigation), Client agrees to reimburse NHOB for its reasonable legal fees, disbursements of counsel and other expenses (including the cost of investigation and preparation) as they are incurred by NHOB. Client also agrees to indemnify and hold NHOB harmless against any losses, claims, damages or liabilities, joint or several, as incurred, to which NHOB may become subject in connection with the services or matters which are the subject of or arise out of the Agreement; provided, however, that Client shall not be liable under the foregoing indemnity in respect of any loss, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability is a consequence of intentional fraudulent acts committed by NHOB without the knowledge and/or consent of Client. In the event that the foregoing indemnity is unavailable by operation of law, the Client shall contribute to amounts paid or payable by NHOB in respect of such losses, claims, damages and liabilities in the proportion that Client's interest bears to NHOB 's interest in ihe matters contemplated by the Agreement. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or otherwise, the Client shall contribute to such amount paid or payable by NHOB in such proportion as is appropriate to reflect not only such relative interests but also the relative fault of Client on the one hand and NHOB on the other hand in connection with the matters as to which such losses, claims, damages or liabilities relate and other equitable considerations. Promptly after NHOB 's receipt of notice of the commencement of any action or of any claim, NHOB will, if a claim in respect thereof is to be made against Client under this Indemnity Agreement, notify Client of the commencement thereof In case any such action or claim is brought against NHOB, Client will be entitled to participate therein and, to the extent that Client may wish, to assume the defense thereof, with counsel satisfactory to NHOB. After notice form Client to NHOB of Client's election to so assume the defense thereof, Client will not be liable to NHOB for indemnification as provided in the preceding paragraph for any legal fees, disbursements of counsel or other expenses subsequently incurred by NHOB, in connection with the defense thereof other than reasonable costs of investigation; provided that NHOB shall have the right to employ separate counsel if, in the reasonable judgment of NHOB 's counsel, it is advisable for NHOB to be represented by separate counsel or if in the reasonable judgement of NHOB 's counsel, Client is not vigorously and actively defending against any such claim of claims, and in either such event the reasonable legal fees and disbursements of such separate counsel shall be paid by Client. The foregoing agreements shall apply to any modification of the Agreement, shall remain in full force and effect following the completion or termination of NHOB 's engagement under the Agreement and shall be in addition to any rights that NHOB may have at common law or otherwise. The agreements in this Indemnification Agreement shall extend to and inure to the benefit of each person, if any, who may be deemed to control NHOB, be controlled by NHOB or be under common control with NHOB and to NHOB 's, and to each such other person's respective affiliates, directors, officers, employees and agents. This Indemnification Agreement shall be binding on any successor Client. Client represents that the Indemnification Agreement contained herein is the legal, valid, binding and enforceable obligation of Client, enforceable against Client according to its terms. This Indemnification Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to principles of conflicts of law, and the forum for resolution of legal and interpretative issues shall be the Federal District courts in the State of Florida. The parties hereto by signing this Exhibit in the space provided below signify their agreement to the indemnification provisions contained herein. Ultimate Sports Entertainment, Inc. By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President EXHIBIT E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made and entered into as of April 5, 1999 by and between Noble House of Boston, Inc., a Florida corporation (NHOB), and Ultimate Sports Entertainment, Inc., a Nevada corporation (the Client).

Performance by Client. A) 1. Client is required to do a Standard & Poor's listing at the Client's expense. B) 2. Client is required to provide NHOB CRG with all S& P listings on their attorney's letterheadstationary. C) 3. Client will provide its shareholders shareholder's with audited financials on a yearly basis and unaudited financials on a quarterly basis. D) 4. Client agrees to send CRG, DTC sheets on a weekly basis. 5. Client agrees to provide CRG with a complete shareholders list on a semi-annual basis. 6. Client will use its reasonable best efforts to register or qualify any shares of common stock of Client under the securities or blue sky laws of such jurisdictions as any broker or market maker may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such broker or market maker to consummate the disposition in such jurisdictions of shares of common stock of Client, provided that the Client will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section and (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction. 7. The parties hereto by signing this Exhibit in the space provide below signify their agreement regarding the service to be provided by NHOB under the Agreement. ULTIMATE SPORTS ENTERTAINMENT, INC. By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,President ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/ ▇▇▇▇▇▇Client will deliver 15 cases of Aqua Clar▇ ▇▇▇▇▇▇,President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇er monthly to CRG at no cost to CRG. JP, President EXHIBIT B Client hereby designates the following person or persons to act on its behalf for the purpose set forth in Section 2.B. (1) of the Agreement. /S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ FR LICHT DIRECTOR (PLEASE SIGN) DIRECTOR (PLEASE PRINT) PRESIDENT (PLEASE SIGN) PRESIDENT (PLEASE PRINT) /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VICE PRESIDENT (PLEASE SIGN) VICE PRESIDENT (PLEASE PRINT) EXHIBIT C 1. Upon the execution and delivery of the AgreementEJM, Client agrees to remit to NEOB in cash or, at the option of Client, to issue NHOB two hundred thousand (200,000) shares of unrestricted Common Stock of the Client (the "Shares"), which Shares shall be duly and validly issued, fully paid and nonassessable and shall not be issued in violation of any preemptive right of any stockholders of Client. The Shares will be issued in compliance with the requirements of the Securities Act of 1933 (the "Act) and the General Rules and Regulation promulgated under the Act and shall be unrestricted, unencumbered and freely tradable on the stock exchange or other electronic trading system on which the Shares are listed for trade. 2. Client shall pay to NHOB one hundred fifty thousand restricted Shares, concurrently with the issuance of the Shares, Client will execute and deliver the Registration Rights Agreement attached hereto as Exhibit E under which the Client agrees to register the Shares for sale in compliance with the Act and to comply with all conditions necessary or required to enable the Shares to be sold pursuant to the General Rules and Regulation under the Act. 3. The Shares, if any, to be issued to NHOB shall be approved for issuance in accordance with the rules and regulations of any stock exchange or other electronic trading system on which the Shares are listed for trading and shall be issued in compliance with all appropriate federal or state governmental rules and regulations. 4. Client acknowledges that the consideration to be paid to NHOB shall be fully earned on the date that NHOB commences providing services under the Agreement. 5. Client agrees to pay or reimburse NHOB for all expenses arising out of or related to the provision of services by NHOB under the Agreement to the extent provided in the Agreement and/or in Exhibit A thereto. KP -- --- -- Initials The parties hereto by signing this Exhibit in the space provided below signify their agreement regarding the service to be provided by CRG under the compensation provisions contained hereinAgreement. Ultimate Sports Entertainment, Inc. Client: Aqua Clar▇ ▇▇▇tling & Distribution By: /s//s/ John ▇. ▇▇▇▇▇▇▇▇ ---------------------------------------- John ▇. ▇▇▇▇▇, Pres. ▇▇▇▇▇▇▇▇▇ ▇. , ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pres. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President EXHIBIT D INDEMNIFICATION Client acknowledges and agrees that if, in connection with the services or matters that are the subject of or arise out of such Agreement, NHOB becomes involved (whether or not as a named party) in any action, claim or LEGAL proceeding (including any governmental inquiry or investigation), Client agrees to reimburse NHOB for its reasonable legal fees, disbursements of counsel and other expenses (including the cost of investigation and preparation) as they are incurred by NHOB. Client also agrees to indemnify and hold NHOB harmless against any losses, claims, damages or liabilities, joint or several, as incurred, to which NHOB may become subject in connection with the services or matters which are the subject of or arise out of the Agreement; provided, however, that Client shall not be liable under the foregoing indemnity in respect of any loss, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability is a consequence of intentional fraudulent acts committed by NHOB without the knowledge and/or consent of Client. In the event that the foregoing indemnity is unavailable by operation of law, the Client shall contribute to amounts paid or payable by NHOB in respect of such losses, claims, damages and liabilities in the proportion that Client's interest bears to NHOB 's interest in ihe matters contemplated by the Agreement. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or otherwise, the Client shall contribute to such amount paid or payable by NHOB in such proportion as is appropriate to reflect not only such relative interests but also the relative fault of Client on the one hand and NHOB on the other hand in connection with the matters as to which such losses, claims, damages or liabilities relate and other equitable considerations. Promptly after NHOB 's receipt of notice of the commencement of any action or of any claim, NHOB will, if a claim in respect thereof is to be made against Client under this Indemnity Agreement, notify Client of the commencement thereof In case any such action or claim is brought against NHOB, Client will be entitled to participate therein and, to the extent that Client may wish, to assume the defense thereof, with counsel satisfactory to NHOB. After notice form Client to NHOB of Client's election to so assume the defense thereof, Client will not be liable to NHOB for indemnification as provided in the preceding paragraph for any legal fees, disbursements of counsel or other expenses subsequently incurred by NHOB, in connection with the defense thereof other than reasonable costs of investigation; provided that NHOB shall have the right to employ separate counsel if, in the reasonable judgment of NHOB 's counsel, it is advisable for NHOB to be represented by separate counsel or if in the reasonable judgement of NHOB 's counsel, Client is not vigorously and actively defending against any such claim of claims, and in either such event the reasonable legal fees and disbursements of such separate counsel shall be paid by Client. The foregoing agreements shall apply to any modification of the Agreement, shall remain in full force and effect following the completion or termination of NHOB 's engagement under the Agreement and shall be in addition to any rights that NHOB may have at common law or otherwise. The agreements in this Indemnification Agreement shall extend to and inure to the benefit of each person, if any, who may be deemed to control NHOB, be controlled by NHOB or be under common control with NHOB and to NHOB 's, and to each such other person's respective affiliates, directors, officers, employees and agents. This Indemnification Agreement shall be binding on any successor Client. Client represents that the Indemnification Agreement contained herein is the legal, valid, binding and enforceable obligation of Client, enforceable against Client according to its terms. This Indemnification Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to principles of conflicts of law, and the forum for resolution of legal and interpretative issues shall be the Federal District courts in the State of Florida. The parties hereto by signing this Exhibit in the space provided below signify their agreement to the indemnification provisions contained herein. Ultimate Sports Entertainment, Inc. By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President NOBLE HOUSE OF BOSTON, INC. By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President EXHIBIT E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made and entered into as of April 5, 1999 by and between Noble House of Boston, Inc., a Florida corporation (NHOB), and Ultimate Sports Entertainment, Inc., a Nevada corporation (the Client).esident