SCHEDULE 3.1(s) FEES
EX-10.1 2 v071123_ex10-1.htm v071123_ex10-1 
SCHEDULE 3.1(s)
FEES
In consideration for the services rendered and/or to be rendered by BC and/or SKB, upon the initial closing and each subsequent closing of the sale of Debentures, SKB shall receive the following:
1. The right to receive shares of Common Stock equal to 12% of the number of shares into which the Debentures sold at such closing are then convertible at the conversion price thereof (which shall include the same right to registration/price protection/full ratchet anti-dilution, and other protective terms as are provided the Debentures) at a purchase price of 1/10th of one cent per share of Common Stock, which shall be issued to BC (or its designee) at such closing, and which right to purchase shall be exercisable for a period of two years from the initial closing.
2. Upon the exercise of any warrants issued in connection with the Debentures, 5% of the warrant exercise price of al warrants exercised, in cash. All BC shares shall have piggy-back registration rights in all subsequent registrations of the Company until registration for resale shall no longer be required. All cash payments hereunder shall be made at Closing by wire transfer to BC (or its designee) within 15 days of the date upon which such amount becomes due.
To illustrate, each $4,000,000 of Debentures sold, BC, or its designee shall have the right to:
(a) purchase 27,428,571 shares of the Company’s Common Stock ($4,000,000/$0.0175) amultiplied by 0.12 - at an aggregate cost of $27,429 ($0.001 per share); and
(b) receive a cash fee, upon exercise of all of the warrants issued in connection with the sale of $4,000,000 Debentures, $142,857.
2. Upon the initial closing, SKB and RS shall each receive the folowing:
(a) economy class round trip plane tickets for SKB and RS to fly to and from New York, USA and Abuja, Nigeria; and
(b) prepaid 4-day hotel accommodations at the Hilton Hotel in Abuja, Nigeria
