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[SkyAuction.com, Inc. Letterhead)
PERSONAL AND CONFIDENTIAL
As of April 1, 2000
Derek Reisfield
c/o i-Hatch Ventures
599 Broadway, 11th floor
NY, NY 10012
Dear Derek:
SkyAuction.com, Inc. (the "Company") is happy to offer you a position
as Vice Chairman of its Board of Directors. We are happy that you can join our
team and assist us in the development of our company.
As Vice Chairman of the Company you shall assist in the coordination
and management of the activities and process in connection with the initial
public offering of the Company's common stock (or any other securities) (the
"IPO") including communication with underwriters, auditors, legal counsel and
Company personnel.
As full compensation for all services provided and duties performed by
you during your engagement by the Company as Vice Chairman, you will be entitled
to receive: (i) a Consulting Fee of $10,000 per month, commencing as of April 1,
2000, payable monthly and otherwise in accordance with the Company's normal
payroll practices and continuing until the earlier of March 31, 2001 or the
completion of the IPO or the sale of all or substantially all of the shares or
the assets of the Company to any nonaffiliated party (the "Sale"); and (ii) upon
completion of the IPO or the Sale, a bonus of $20,000 for every month for which
you were entitled to the Consulting Fee, as provided above.
Please confirm your agreement with the foregoing by signing and
returning to us at least two copies of this letter.
Sincerely,
SKYAUCTION.COM, INC.
By: /s/ Michael N. Hering
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Michael N. Hering
President & CEO
AGREED TO AND ACCEPTED:
/s/ Derek Reisfield
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Derek Reisfield
