COMPENSATION AGREEMENT
This Compensation Agreement (the "Agreement") is made this 17th day of
March 2000, by and between, Xxxxxxxx.xxx Network, Inc. ("Chattown") and Xxxxxxx
X. Xxxxxx ("Xxxxxx").
WHEREAS, Xxxxxx has served as an executive officer of Chattown, in the
capacity of President and as a Director of Chattown for the period from
September 17, 1999 until at least March 17, 2000 and for such services has not
been paid any compensation for those services; and
WHEREAS, Chattown believes that the services provided by Xxxxxx, as
President and a Director of Chattown, have provided valuable benefit to Chattown
and that Xxxxxx should be compensated for such services; and
WHEREAS, Chattown and Xxxxxx have agreed upon terms and conditions for the
transfer of such compensation by Chattown to Xxxxxx as are set forth herein and
that such compensation shall consist of Five Hundred Thousand (500,000) shares
of the common stock of Chattown issued to Xxxxxx under the provisions of
Chattown's employee stock benefit plan.
NOW, THEREFORE, in consideration of the promises, services provided, the
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Chattown and Xxxxxx agree as follows:
1. Employment. Xxxxxx was appointed as President and Director of Chattown on
September 17, 1999 and has served in those positions continually through at
least the 17th of March, 2000. During that period Xxxxxx has been the sole
executive officer of Chattown and responsible for the operation of the
corporations operations and activities. During this period Xxxxxx has been
instrumental in seeing that Chattown has prepared and filed its 10-KSB,
annual report, the required 10-Q reports of the company, two registration
statements under S-8 and a Schedule 14C, various consulting and purchase
agreements have also been negotiated and entered into during this period.
2. Compensation. For the entire period during which Xxxxxx has served as both
President and Director of Chattown he has not been paid any salary or any
other form of compensation. The parties hereto have agreed that reasonable
and justifiable compensation for his services to Chattown during the six
month period of his service would be Five Hundred Thousand (500,000) shares
of the common stock of Chattown, valued at $0.07 per share (the trading
price of the Chattown shares on September 17, 1999) and having a total
value of $35,000, issued to Xxxxxx pursuant to Chattown's employee's stock
benefits plans as provided for by a filing under S-8 by Chattown.
3. Release. Xxxxxx and Chattown each agree that this compensation represents
full and complete payment for all services provided by Xxxxxx to Chattown
during his term as President and Director of Chattown and that no further
or additional salary, compensation, reimbursement or other obligations
arising from this employment will be due or remain after the delivery of
the above set forth shares of common stock to Xxxxxx for his services as
rendered through the 17th day of March 2000. Future compensation shall be
as agreed upon between the parties at some future date.
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4. Place of Service. All services provided by Xxxxxx were performed within the
State of Utah.
5. Governing Law. This Agreement was negotiated and is being contracted for in
the state of Utah and shall be governed by the laws of the State of Utah,
and the United States of America, notwithstanding any conflict-of-law
provision to the contrary.
6. Entire Agreement. This Agreement contains the entire agreement between the
parties hereto and supersedes any and all prior agreements, arrangements or
understandings between the parties relating to the subject matter of this
Agreement. No oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first
written above.
Xxxxxxxx.xxx Network, Inc.
"Chattown" Xxxxxxx X. Xxxxxx
A Delaware Corporation An individual resident of Utah
By: /s/ XxxxxxXxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxx
------------------------- ------------------
Name: XxxxxxXxxx Xxxxxxxx
Title: Vice-President/Secretary
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