During the Term, the Company shall pay to Executive (i) an annual base salary of $300,000, less such deductions as are required by law or that Executive may elect in accordance with Company policy and procedure, payable in equal periodic installments in accordance with the Company’s customary payroll practices, but no less frequently than monthly and (ii) quarterly equity compensation in the form of shares of common stock of the Company.  The stock will be awarded on the day following the last working day of each quarter..  The number of shares issued each quarter shall be determined by dividing $15,000 by the closing bid price of the Company’s common stock as reported by the OTC Markets Inc. as of the last working day such quarter (the “Closing Price”).   Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “ Base Salary ”.  Notwithstanding anything to the contrary in this Section 3, the quarterly equity compensation set forth in (a)(ii) above shall cease upon the expiration of the first Renewal Term, if any (i.e., the second anniversary of the Effective Date), and the parties shall negotiate any replacement compensation in good faith.