Common use of PROFESSIONAL’S RESPONSIBILITIES Clause in Contracts

PROFESSIONAL’S RESPONSIBILITIES. Without limiting any portion of -------------------------------- the foregoing, the parties acknowledge and agree that Professional's responsibilities will also encompass, but not be limited to, the following: (a) Taking such action as is necessary or required to establish and oversee the operation and growth of the Company's activities in all countries outside of North America (collectively the "BOLSOVER COUNTRIES"), including Australia, the United Kingdom and New Zealand which are currently in operation. (b) Taking such action as is necessary and required to identify, in consultation with Craig Ellins, four (4) ▇▇▇▇▇▇▇▇▇▇ ▇▇untries outside of North America (the "INITIAL EXPANSION COUNTRIES") other than Australia, the United Kingdom and New Zealand, in which Professional will establish and oversee the operation and growth of the Company's activies within the first twelve (12) months of the Effective Date, and thereafter to identify other countries in which Professional will establish and oversee the operation and growth of the Company's activies. (c) Opening operations in the Initial Expansion Countries during the first twelve (12) months after the Effective Date and thereafter opening operations in additional Bolsover Countries as validated by the Company. The parties to this Agreement understand that Professional's ability to open operations in new countries will be dependent upon (i) the Company making the necessary changes to the affiliate program as required by each targeted country and (ii) the Company being able to deliver a working, translated version of the website, except if India is chosen as one of the new countries in which case the website shall remain in English. (d) Responsibility for obtaining regulatory documents and taking all action necessary to legally sell the Company's products in the Bolsover Countries within the timeframes outlined above. (e) Professional will have the authority to advance funds to lead Distributors (one per Initial Expansion Country) and pay draws up to $5,000 per month per lead Distributor for three (3) months after the Effective Date and prior to that lead Distributor earning commissions in said country. After such three (3)-month period, the performance of the lead Distributors will be evaluated by Professional and Craig Ellins. (▇) ▇▇▇▇ining minimum sales of $5 million per annum, as calculated in January 2008 using actual sales for November and December, 2007, annualized for the Bolsover Countries, by the end of the first twelve (12) months after the Effective Date. Notwithstanding the foregoing, 10% of the sales required by this Section 2.4(f) may be sales generated by Professional in North America during fiscal 2007. (g) Obtaining minimum sales of $10 million per annum, as calculated in January 2009 using actual sales for November and December, 2008, annualized for the Bolsover Countries, by the end of the second twelve (12)-month period after the Effective Date. Notwithstanding the foregoing, 10% of the sales required by this Section 2.4(g) may be sales generated by Professional in North America during fiscal 2008. (h) Obtaining minimum sales of $15 million per annum, as calculated in January 20010 using actual sales for November and December, 2009, annualized for the Bolsover Countries, by the end of the third twelve (12)-month period after the Effective Date. Notwithstanding the foregoing, 10% of the sales required by this Section 2.4(h) may be sales generated by Professional in North America during fiscal 2009. (i) Obtaining the minimum sales levels set forth in Sections 2.4(f), (g) and (h) without incurring costs and using resources that are not in accordance with the annual budget for the Bolsover Countries approved by Professional and the Company. Professional has reviewed and accepted the fiscal 2007 aggregate sales budget developed by the Company's corporate finance staff for the Bolsover Countries. Professional shall revise or re-forecast the fiscal 2007 sales budget for each Bolsover Country as requested by the Company. Commencing with fiscal 2008, Professional shall prepare the sales budget for each Bolsover Country on an annual basis or for interim periods as requested by the Company. (j) Visiting the Company's headquarters in Las Vegas, Nevada at least once per three (3)-month period. (k) Providing leadership from his homes in Australia and the United Kingdom.