COMPENSATION AGREEMENT
Agreement made as of the ______ day of ____________, _____ by
and between Xxxxxxxx.xxx, Inc., a Delaware corporation (the "Corporation"), and
_____________________ ("Holder").
W I T N E S S E T H
WHEREAS, in consideration for services performed by Holder,
the Corporation granted Holder a common stock purchase warrant on
__________________, ______ to purchase _________ shares of the Corporation's
Common Stock (the "Warrant") upon the terms and conditions set forth in the
documentation evidencing such Warrant.
NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:
1. The Corporation and Holder acknowledge and agree that the
Warrant is granted solely as compensation for services rendered the Corporation
by Holder and not for any capital-raising purposes or in connection with any
capital-raising activities.
2. This agreement is intended solely to memorialize the
agreement and understanding which exists between Holder and the Corporation
concerning the grant of the Warrant. Nothing herein or in the documentation
evidencing the Warrant is intended to provide Holder with the right to remain in
the Corporation's service for any specific period, and Holder's services may be
terminated at any time by the Corporation, for any reason, with or without
cause.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
XXXXXXXX.XXX, INC.
By: __________________________________
HOLDER _______________________________
