Director Compensation Agreement between Asia Web Holdings, Inc. and William H. Millard

Summary

Asia Web Holdings, Inc. agrees to appoint William H. Millard to its Board of Directors for up to five years, with service reviewed annually. In return, Mr. Millard will receive non-qualified stock options for 500,000 shares, vesting at 100,000 shares per year over five years, with an exercise price of $2.00 per share. Vesting continues unless Mr. Millard resigns voluntarily or is removed for cause before completing the five-year term. The agreement will be formalized in a more detailed contract.

EX-10.6 11 0011.txt DIRECTOR'S COMPENSATION AGREEMENT- WILLIAM MILLARD June 14, 2000 Mr. William H. Millard 61 Dalvey Road Singapore 259504 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) Millard resigns voluntary or (b) Millard 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/ William H. Millard /S/ Michael Schaffer - ----------------------------- ----------------------------- William H. Millard Asia Web Holdings, Inc. Michael Schaffer, CEO