pursuits as UTK in its sole, absolute and unfettered discretion, may elect. C. Notwithstanding the above, no activity, venture, business or other pursuit of UTK, during the term of this Agreement shall conflict with UTK's obligations under this Agreement. III. SERVICES UTK agrees to provide the following services, hereinafter collectively referred to as "Services": SEE "CONFIDENTIAL TERM SHEET" (EXHIBIT A) ATTACHED AND MADE A PART HEREOF. A. UTK shall devote such time and efforts, as it deems commercially reasonable, under the circumstances to the affairs of the AVDU, as is reasonable and adequate to render the Services contemplated by this Agreement. B. UTK cannot guarantee results on behalf of AVDU, but shall pursue all reasonable avenues available through its network of contacts. The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by its sole discretion. C. In conjunction with the Services, UTK agrees to: 1. Make itself available at the offices of AVDU or at another mutually agreed upon place, during normal business hours, for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling. 2. Make itself available for telephone conferences with the principal officer(s) of AVDU during normal business hours. IV. EXPENSES It is expressly agreed and understood that each party shall be responsible for its own normal and reasonable out-of-pocket expenses. V. COMPENSATION A. In consideration for the services to be provided, AVDU agrees that it will remit the agreed upon stock certificate within five (5) days of both parties executing this Agreement. B. AVDU agrees that UTK shall be entitled to compensation as follows: SEE STRATEGIC ALLIANCE CONFIDENTIAL TERM SHEET (EXHIBIT A) ATTACHED AND MADE A PART HEREOF. VI. TERM AND TERMINATION The term of the Agreement will be for 12 months unless terminated sooner. This