0001110505-02-000005 Sample Contracts

DICUT, INC.
Stock Payment Agreement • February 25th, 2002 • Dicut Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Georgia

Agreement to Accept and Issue Shares. The undersigned employee, consultant or advisor (the "Participant") participating in the 2002 Employee, Consultant and Advisor Stock Compensation Plan (the "Plan") of Dicut, Inc., a Delaware corporation (the "Company"), hereby agrees to accept, and the Company agrees to issue, shares of the Company's $0.001 par value Common Stock, in accordance with Section 2 of this Agreement. A copy of the Plan has been delivered to the Participant. This Agreement is subject to all the terms and conditions set forth herein as well as the terms and conditions of the Plan, which are incorporated herein by reference. If there is any inconsistency or discrepancy between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan will prevail. Numbers and Purpose of Shares to be issued.

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