XxxxxxXxx.xxx Inc.
000 Xxxx Xxxxxxx Xxxx-Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
March 15, 2000
Mr. Xxxxx Xxxxx
Re: Letter of Agreement
Dear Xx. Xxxxx:
The purpose of this letter is to set forth XxxxxxXxx.xxx Inc.'s (referred
to in this letter as the "Company") understanding of the compensation to be paid
to you by the Company in exchange for your performance of the tasks set forth
on the attached Schedule 1. You will receive from the Company 2,000 shares of
the Company's common stock no par value. The shares are to be valued at the last
quoted sale price of the Company's shares at the close of business on
____________. As of the date of this letter of engagement the Company's common
stock no par value trades under the symbol TNOW on the NASD over-the-counter
bulletin board.
You are an independent contractor and you will receive from the Company IRS
Form 1099 reflecting miscellaneous income in the amount of $21,750.
A detailed description of the tasks you will continue to perform for the
Company during calendar 2000 is set forth on the attached Schedule 1. For these
continued tasks you will receive the following compensation:
In connection with the issuance of the shares you have executed the
attached investor representation letter acknowledging certain facts, including
the fact that these shares are restricted and cannot be sold or transferred by
you except in accordance with Securities Exchange Commission Rule 144.
Agreed,
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx, Co-Chief Executive Officer
Schedule I
Representation Letter of Purchaser of
Restricted Common Stock
XxxxxxXxx.xxx Inc.
XxxxxxXxx.xxx Inc.
000 Xxxx Xxxxxxx Xxxxxx-Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
Dear Sir:
This letter (the "Letter") will set forth the representations of the
undersigned Acquiror (the "Acquiror") in connection with the purchase of shares
of XxxxxxXxx.xxx Inc. (the "Company") from the below named transferor.
The Acquiror acknowledges that the shares are not registered under the
Securities Act of 1933, as amended (the "Act"), and as such are subject to the
resale restrictions of Rule 144 promulgated under the Act by the Securities and
Exchange Commission ("Rule 144") and the shares will bear a legend reflecting
the restrictions upon resale.
The Acquiror represents and warrants the following:
(1) the purchased shares will be held for investment for a period of one
year, commencing upon full payment of the purchase price or other consideration
for such purchase, for the Acquiror's own account and not with a view to the
sale or distribution of any part thereof;
(2) the Acquiror has been furnished the XxxxxxXxx.xxx Inc., Form 10-KSB
filed October 12, 1999 and the Form 10QSB covering the period ending December
31, 1999 filed with the Securities Exchange Commission and has reviewed the
materials contained within those filings and has had the opportunity to ask
questions of the Company and those questions have been answered satisfactorily.
The Acquiror has the knowledge and experience in financial and business matters
to (1) enable the Acquiror to evaluate the merits and risks of this investment,
or has been advised of such by a financial advisor and (2) has the financial
ability to bear the economic risks of this investment and:
(3) the Acquiror will comply with the volume limits as set forth under Rule
144(e); and
(4) the Acquiror will follow all other terms and requirements of Rule 144.
Acquiror ACCEPTANCE
-------------------
Acquiror: Xxxxx Xxxxx
Date: 3/21/00
Name: Xxxxx Xxxxx
Title:
Address: 0000 X Xx., XXX, Xxxxxxxxxx, XX 00000-2211
Social Security Number or Tax ID Number: ###-##-####
