June 14, 2000
Mr. Terry Giles
P.O. Box 9558
16902 Via Cuesta Verde
Rancho Santa Fe, Ca. 92067
Sir,
This letter executed by both you and Asia Web Holdings, Inc. shall
serve to set forth our understanding regarding your directorship and the options
the Company is issuing to you:
1. You shall serve on the Board of Directors of Asia Web Holdings, Inc. on
a year to year basis for five years.
2. Asia Web Holdings, Inc. shall issue to you a non qualified option,
covering 500,000 shares of Common Stock for a period of five years. The
options shall vest at a rate of 100,000 per year, the first vesting to
commence immediately with the signing of this agreement. The exercise
price for the options shall be $2.00 per share.
3. The issuance and vesting of the options described in paragraph two
shall be effective in all cases, save only (a) Giles resigns voluntary
or (b) Giles is removed for cause from the Board of Directors prior to
his serving for the full five years referred to in paragraph one.
4. The points outlined herein shall be embodied in a more formal agreement
to be entered into between the parties.
Agreed to by:
/S/ Terry Giles /S/ Michael Schaffer
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Terry Giles Asia Web Holdings, Inc.
Michael Schaffer, CEO
