Comprehensive Placement Agent Agreement

This Comprehensive Placement Agent Agreement is between a company and a placement agent who will act as its exclusive agent to facilitate the offering and sale of preferred stock. This agreement contains a grant of option and agreement to sell provision, procedures for purchase of stock through the placement agent and how subscription proceeds will be delivered to the company. It also contains detailed and specific warranties of both the company and the agent, effective date and termination of agreement procedures and fees and expenses the company will pay to the placement agent. (continued ...)