JANUARY 21, 2000
ULTREXX CORPORATION
ATTN: ▇▇▇ ▇▇▇▇▇, PRESIDENT
RE: AGREEMENT IN PRINCIPLE WITH ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇
This letter sets forth an agreement-in principle under which ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇") and ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") will provide consulting and business
advisory services to Ultrexx Corporation ("Ultrexx"). The parties acknowledge
that fulfillment of their respective obligations below will be subject to more
definitive documentation prepared by ▇▇▇▇▇▇▇ and in form satisfactory to
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and their counsel and that this letter does not constitute
a binding contract among them. They nevertheless execute this letter to
confirm their obligations to proceed in good faith and with commercially
reasonable best efforts to negotiate and execute such definitive documentation
to be effective January 1, 2000, subject to the following terms:
1. ▇▇▇▇▇▇▇▇.
1.1 ▇▇▇▇▇▇▇▇ will devote not less than 50% of his time to Ultrexx
on a consultant basis. He will join the Board of Directors as
Chairman and will be confirmed by the Board as the Chief
Executive Officer of the corporation. His principal
responsibilities will be fundraising, development of marketing
partnerships, new accounts, oversight of both finance and
operations, and acting as liaison to Venture-Catalyst and
other service providers.
1.2 In consideration for the above services, Ultrexx will pay to
▇▇▇▇▇▇▇▇ $5,000 per month, payable in arrears at the on or
before the final day of each month, with the first payment to
become due at the earlier of (a) April 30, 2000, or (b) the
last day of the calendar month in which Ultrexx successfully
completes not less than $300,000 in additional equity funding.
1.3 As additional consideration for the above services, ▇▇▇▇▇▇▇▇
will be issued three year options with respect to 1,500,000
shares of Common Stock reserved for issuance under an Ultrexx
stock incentive plan, shares of which have been registered
under the Securities Act of 1933, as amended, and applicable
state blue sky laws. The options will have an exercise price
of $0.18, which is the approximate average price during the 90
days preceding this agreement, and will become exercisable
according to the following schedule: (a) 750,000 shares
exercisable immediately; and (b) 12.5% per calendar month
thereafter, i.e., February, March, April and May, 2000.
2. ▇▇▇▇▇▇.
2.1 ▇▇▇▇▇▇ will serve on the Ultrexx Advisory Board and, in that
capacity, play an active role in reviewing and recommending
strategic initiatives for the
corporation. Through eyecream interactive, a ▇▇▇▇▇▇ affiliate,
▇▇▇▇▇▇ will provide Ultrexx with access to banner programmers
and other eyescream resources and use commercially reasonable
efforts to place and sell Ultrexx-developed banner technology,
subject to an overall monthly commitment of approximately 100
hours of service.
At his option, ▇▇▇▇▇▇ shall have the opportunity to join the
Ultrexx Board of Directors after one year on the Board of
Advisors.
2.2 ▇▇▇▇▇▇ will provide services without cash compensation except
as set forth below. In consideration for such services,
Ultrexx will issue to ▇▇▇▇▇▇ three year options with respect
to 2,000,000 shares of Common Stock reserved for issuance
under an Ultrexx stock incentive plan, shares of which have
been registered under the Securities Act of 1933 and
applicable state blue sky laws. The options will have an
exercise price of $0.18, which is the approximate average
price during the 90 days preceding this agreement, and will
become exercisable according to the following schedule: (a)
1,000,000 shares exercisable immediately; and (b) 12.5% per
calendar month thereafter, i.e., February, March, April and
May, 2000.
3. TRAVEL AND OTHER EXPENSES. Ultrexx will reimburse ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ for all reasonable travel and other expenses incurred in
connection with the performance of services for Ultrexx, including
attendance at Board meetings. ▇▇▇▇▇▇▇▇ will have the authority to
retain on behalf of Ultrexx, such financial consultants and advisors
as ▇▇▇▇▇▇▇▇ may reasonably determine, subject to a maximum retainer
of $1,000 per month.
4. SAN DIEGO OFFICE. During such time as either ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ or
both are providing consulting services to Ultrexx, the corporation
will maintain a dedicated office in San Diego, California and not
less than three meetings of the Board of Directors per year, and not
less than two meetings of the Board of Advisors per year, will take
place at that office. Office may be at an incubator facility, but
the intent of the company shall be to occupy a separate office.
5. DISCLOSURE. Neither party will make any public disclosure concerning
the subject matter or contents of this letter or the definitive
documentation without the prior approval in writing of the other
parties, except to the extent that a party concludes, upon
reasonable written advice of counsel, the disclosure is necessary to
comply with applicable law.
If this letter correctly sets forth our agreement in principle, please so
indicate below and return an executed copy to the undersigned via fax at
▇▇▇-▇▇▇-▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Acknowledged and Agreed this 21 day of January, 2000.
Ultrexx Corporation
By: ▇▇▇ ▇▇▇▇▇
Title: Director Strategic Development/President
