EXHIBIT 99.2
COMPENSATION AGREEMENT
Agreement made as of the ______ day of ____________, 199___ by and
between Predictive Systems, Inc., a Delaware corporation (the "Corporation"),
and _____________________ ("Optionee").
W I T N E S S E T H
WHEREAS, in consideration for services performed by Optionee,
the Corporation granted Optionee a stock option on __________________, ______ to
purchase _________ shares of the Corporation's Common Stock (the "Option") upon
the terms and conditions set forth in the documentation evidencing such Option.
NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for services rendered the Corporation
by Optionee 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 Optionee and the Corporation
concerning the grant of the Option. Nothing herein or in the documentation
evidencing the Option is intended to provide Optionee with the right to remain
in the Corporation's service for any specific period, and Optionee'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.
PREDICTIVE SYSTEMS, INC.
By:
---------------------------------
OPTIONEE
------------------------------------
