SERVICES AGREEMENT
THIS AGREEMENT FOR SERVICES made this 28th Day of June 2000 by and between Asia
Web Holdings, Inc, a company incorporated in Carlsbad, California, United States
of America (hereafter "Asia Web Holdings, Inc.") and Tjahjono Soerjodibroto,
Indonesian citizen living at __________ (hereafter "TS").
WHEREAS Asia Web Holdings, Inc. is desirous of appointing TS as its Chairman,
and TS is desirous of accepting the appointment, in the terms and conditions as
described below.
1. TERM: TS shall be appointed as Chairman for a 5 (five) year term (the
"Term") commencing from the 28th day of June 2000.
2. COMPENSATION: TS shall receive compensation as follows:
a. An annual compensation of USD 200,000 (two hundred thousand United
States Dollars") to be paid on a monthly basis;
b. Asia Web Holdings, Inc. stock options ("Stock Options") at the
prevailing marked price as at the time of TS's appointment. TS shall
receive a total of 150,000 (one hundred and fifty thousand) stock
options to be distributed equally over the Term. The stock options will
be provided to TS at the end of each year.
c. Bonus (the "Acquisition Bonus") payments for every successful
acquisition (each an "Acquisition") by Asia Web Holdings, Inc. in the
capital market. The amount of the Listing Bonus will be determined by
the Board pursuant to each Listing.
3. SCOPE OF DUTY: As Chairman of Asia Web Holdings, Inc., TS shall,
a. Supervise the management of Asia Web Holdings, Inc.;
b. Prepare Asia Web Holdings, Inc. for successful listing in NAS DAQ;
c. Together with the Asia Web Holdings, Inc. Board and management,
develop Asia Web Holdings, Inc.'s value by expanding its internet and
other related business either directly or, indirectly, through its
subsidiaries; and
d. Attend to such other matters necessary to fully perform his scope-duty
as set out in this Article 3.
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4. OTHER BENEFITS: TS shall be eligible for
a. First class air travel (inclusive of insurance) and accommodation in
five star hotels, when traveling on company business; and
b. Reimbursement of reasonable out of pocket expenses in respect of
business meetings and company entertainment.
5. TERMINATION:
Either party may terminate this Agreement with 3 (three) months notice. In
the event this Agreement is terminated by Asia Web Holdings, Inc. prior to
the completion of the Term, TS shall be entitled to a one-time cash
payments of USD 300,000 (three hundred thousand United States Dollars) plus
such Stock Options applicable for each full year of service calculated in
accordance with Article 2 (b) above.
In the event this Agreement is terminated by TS prior to the completion of
the Term, TS will be entitled to remuneration up until the effective
termination date as prescribed in Article 2 (a) above and to such Stock
Options as are due for every full year of service to Asia Web Holdings,
Inc.
6. This Agreement is subject to the laws of California. In the event, for any
reason, that Indonesian law shall be applied to this Agreement, the parties
hereby waive Article 1266 of the Indonesia Code to the extend that an order
of court shall be required for termination of this Agreement prior to the
expiry of the term.
EXECUTED BY THE PARTIES THIS 28th DAY OF JUNE 2000.
/s/ Michael Schaffer
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Tjahjono Soerjodibroto Asia Web Holdings, Inc.
