COMPENSATION AGREEMENT
Reference is made to the Agreement and Plan of Merger dated August 7, 2000, by
and among Ebiz Enterprises, Inc., a Nevada corporation ("Ebiz"), LinuxMall.com,
Inc., a Delaware corporation ("LMI"), and Linux Mall Acquisition, Inc., a
Delaware corporation ("Merger Sub") (the "Merger Agreement"). Capitalized terms
used but not defined herein shall have the meanings designated in the Merger
Agreement.
Ebiz acknowledges that certain LMI Employees and LMI Consultants (each as
defined on SCHEDULE A attached hereto) have agreed to receive a portion of their
compensation for services rendered to LMI as such compensation is described on
the attached SCHEDULE A ("Compensation"), whether such Compensation is accrued
or unaccrued as of the date hereof, in the form of shares of Ebiz Common Stock.
Ebiz hereby agrees that no later than 60 days following the Closing Date of the
Merger (the "Payment Date"), it shall issue (i) one (1) share of Ebiz Common
Stock to each LMI Employee for each $1.10 of Compensation actually due and owing
such LMI Employee as of the Payment Date, and (ii) a determined number ("N") of
shares of Ebiz Common Stock to each LMI Consultant, according to the following
formula:
C
N = ---
M
Where: N = Number of shares of Ebiz Common Stock
C = Total dollar value of Compensation due and
owing such LMI Consultant as of the Payment Date
M = Market value, in dollars, of one (1) share of Ebiz
Common Stock as of the Payment Date
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IN WITNESS WHEREOF, the undersigned has caused this Compensation Agreement
to be executed and delivered as of the date indicated below.
Dated October 5, 2000 EBIZ ENTERPRISES, INC.
By: /s/ Jeffrey I. Rassas
-------------------------------------
Name: Jeffrey I. Rassas
Title Chief Executive Officer
LINUXMALL.COM, INC.
By: /s/ David Shaw
-------------------------------------
Name: David Shaw
Title Chief Executive Officer
<PAGE>
SCHEDULE A
LMI EMPLOYEES/CONSULTANTS COMPENSATION DUE AS OF THE PAYMENT DATE
------------------------- ---------------------------------------
1. All employees of LMI as of 15% of the monthly compensation of each
July 7, 2000 (the such employee for the period running
"LMI Employees"). from July 7, 2000 until the Payment Date
2. Revision, Inc. and GD&A (the Amounts due as of the Payment Date for
"LMI Consultants") services rendered by Revision and GD&A,
not to exceed $160,000.
