Executive Employment Agreement - Interloc Inc. and Martin J. Manley
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of April 1, 1998 (the "Effective Date"), by and Among INTERLOC, INC., a Washington corporation ("the Company"), and MARTIN J. MANLEY, an individual resident of California ("Executive"), with reference to the following:
A. The Company is in the business of facilitating the sale of out-of-print books via the Internet.
B. Executive has been participating in the management of the Company as a consultant for approximately six months.
C. The Company desires to retain the full-time services of Executive as its President and Chief Executive Officer and Executive is willing to be employed by the Company in such capacity, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, the parties agree as follows:
1. Employment. The Company hereby employs Executive as its President and Chief Executive Officer on the terms set forth herein and Executive hereby accepts such employment for an indefinite term beginning on the Effective Date, but subject to termination as provided under Section 6 below.
2. Duties and Authority. During the period of his employment with the Company hereunder, Executive will be employed by the Company and will report directly to the Company's Board of Directors (the "Board"). Executive will:
3. Compensation. In consideration of Executive's services to the Company Executive will receive the following:
and the remaining one-third shall vest ratably over the subsequent 24 months. Upon achieving Escape Velocity, as defined in Section 3(b) below, the Company shall immediately pay a cash bonus to Executive equal to any income tax liability incurred by the Executive in connection with the issuance of the Shares (including the payment of this bonus), assuming a maximum combined Federal and state tax rate of forty percent.
4. Appointment to the Board of Directors and Other Offices. As soon as practicable after the Effective Date of this Agreement: the Company will take all appropriate actions within its power to cause Executive to be appointed or elected to its Board of Directors and as a member of the Board's Compensation Committee, and shall thereafter take all appropriate action to allow Executive to maintain such positions so long as Executive remains employed by the Company pursuant to this Agreement.
5. Insurance and Indemnification. Company agrees to obtain and maintain during the term of Executive's employment a customary directors and officers insurance policy with reasonable policy limits, in which Executive is named as an insured, as long as it is maintained for any other officer or director of the Company. As an employee, director, officer and agent of the Company (and after termination of employment, as a former employee, director, officer and agent), Executive shall be fully indemnified by the Company to the fullest extent permitted by applicable law.
6. Benefits and Reimbursements.
6.1 Executive will, during the term hereof, have the right to receive such benefits as are generally made available to full-time executive officers of the Company. In addition, or inclusive of such benefits, the Company will provide Executive with the following:
6.2 The Company will reimburse Executive for travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his duties hereunder, provided that all such expenses will be reimbursed only (i) upon the presentation by Executive to the Company of such documentation as may be reasonably necessary to substantiate that all such expenses were incurred in the performance of his duties, and (ii) if such expenses are consistent with all policies of the Company in effect from time to time as to the kind and amount of such expenses, provided further that upon the Company's achievement of Escape Velocity, Executive shall be reimbursed for business class airline tickets for all business-related flights in excess of three hours
7. Termination of Employment.
7.1 Termination At Will By Either Party. Subject to the payment to Executive of the applicable severance payment as provided in Section 7.4 below, if any, either party may terminate this Agreement, for any reason, with or without Cause (as defined at Section 7.3 below), upon written notice to the other.
7.2 Death or Permanent Disability of Executive. This Agreement will terminate automatically upon the death or permanent disability of Executive. Executive will be deemed permanently disabled for the purpose of this Agreement if, in the good faith determination of the Board, based on sound medical advice, Executive has become physically or mentally incapable of performing his duties hereunder for a continuous period of 180 days, or for a total of 180 days in any consecutive 12-month period, in which event Executive will be deemed permanently disabled upon the expiration of either such 180-day period. In the event of a termination of this Agreement due to the death or permanent disability of Executive, Executive or his estate will be entitled only to (i) the basic salary through the effective date of such termination, in accordance with Section 3 above; (ii) a prorated portion of any bonus to the extent the same would have been earned by him had he continued to be employed by the Company through the end of the fiscal year during which his employment terminates as a result of such death or disability (such proration to be based on the actual number of days of employment during such year prior to the effective date of termination); (iii) compensation for any unused vacation that Executive may have accrued, as well as all earned benefits, up to and including the date of termination; (iv) "COBRA" benefits to the extent required by applicable law; and (v) reimbursement for such expenses as Executive may have properly incurred on behalf of the Company as provided in Section 5.2 above prior to the date of termination, but to no other severance payment.
7.3 Executive's Termination for Cause. The Company will have the right to terminate Executive's employment hereunder for "Cause" at any time effective upon its giving of notice to Executive of the facts and circumstances constituting such Cause. For such purposes, "Cause" means (i) any state, federal or other (e.g., foreign) conviction of Executive for a felony or a misdemeanor involving moral turpitude, including but not limited to a plea of nolo contendere to a
felony charge; (ii) the commission by Executive of any act materially detrimental to the Company, including fraud, embezzlement, theft, bad faith, gross negligence, dishonesty, or willful misconduct; or (iii) the occurrence of one or more of the following if it materially adversely affects the Company: (a) repeated intentional failure or refusal to perform the lawful and reasonable instructions of, or such lawful and reasonable duties as may be assigned to Executive by, the Board from time to time, which instructions and duties are consistent with Executive's office; (b) any intentional or grossly negligent material misrepresentation by Executive to the Company regarding the operation or status of the Company or any material aspect of its business; (c) any intentional disclosure by Executive of any confidential information of the Company; (d) any intentional violation by Executive of any of Company's policies, practices or procedures; or (e) any intentional act or intentional omission not described in this Section 7.3 which constitutes a material breach by Executive of any covenant of this Agreement which breach is not cured within 30 days after written notice thereof.
7.4 Compensation Upon Termination.
at the Company's cost of Executive's medical and dental plan insurance covering Executive and his immediate family for a period of 12 months following the effective date of such termination; and (iv) accelerated vesting of two-thirds of all then unvested shares of common stock issued to Executive pursuant to the Restricted Stock Agreement and two-thirds of any other unvested stock and stock options held by Executive. In addition, unless expressly waived in writing, Executive shall be entitled to a period of at least twelve months following the date of any such termination to exercise any stock options then held by Executive regardless of the terms of any such stock options (including without limitation the stock option plans and stock option agreements related thereto).
7.5 Limitation on Payments. In the event that the severance and other benefits provided to Executive under this Section 7 ("Severance Payments") would (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 7, such Severance Payments (together with any other "parachute payments" made to the Executive hereunder or under any other agreement with the Executive) would be subject to the excise tax imposed by Section 4999 of the Code, then such Severance Payments under this Section 7 shall be either:
8. Unfair Competition by Executive.
8.1 Executive agrees that all trade secrets, confidential or proprietary information with respect to the activities and businesses of the Company including, without limitation, personnel information, secret processes, know-how, customer lists, data bases, ideas, techniques, processes, inventions (whether patentable or not), and other technical plans, business plans, marketing plans, product plans, forecasts, contacts, strategies and information (collectively "Proprietary Information") which were learned by Executive in the course of his employment by the Company, and any other Proprietary Information received, developed or learned by Executive hereafter in the course of his future employment by or in association with the Company, are confidential and will be kept and held in confidence and trust as a fiduciary by Executive. Executive will not use or disclose Proprietary Information except as necessary in the normal course of the business of the Company for its sole and exclusive benefit, unless Executive is compelled so to disclose under process of law, in which case Executive will first notify the Company promptly after receipt of a demand to so disclose. Upon termination of Executive's employment with the Company for any reason, he will immediately deliver to the Company all tangible, written, graphical, machine readable and other materials (including all copies) in his possession or under his control containing or disclosing Proprietary Information. Executive will not disclose to the Company or use in connection with his employment on behalf of the Company any confidential information of any third party. Executive represents to the Company that his employment with the Company, and his activities on its behalf, will not violate any obligation or commitment that Executive has to any third party.
9. Proprietary Matters. Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, or know-how that are related to the business of the Company and are generated or conceived by Executive during the term of this Agreement, whether so generated or conceived during Executive's regular working hours or otherwise, will be the sole and exclusive property of the Company, and Executive will, whenever requested to do so by the Company (either during the term of this Agreement or thereafter), execute and assign any and all applications, assignments and/or other instruments and do all things which the Company may deem necessary or appropriate in order to apply for, obtain, maintain, enforce and defend patents, copyrights, trade names or trademarks of the United States or of foreign countries for said improvements, inventions,
discoveries, processes, or know-how, or in order to assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know-how, applications, patents, copyrights, trade names or trademarks, subject to California Labor Code section 2870, which reads as follows:
"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."
10. Key-Man Insurance. Executive agrees to make himself available and to undergo, at the Company's request and expense, any reasonable physical examination or other reasonable procedure necessary to allow the Company to obtain a key-man insurance policy on Executive. If the Company obtains such policy, it will maintain the policy at its expense and all proceeds will be the sole property of the Company.
11. Arbitration. The parties will attempt in good faith promptly by negotiations to resolve any dispute or controversy arising out of or relating to this Agreement or to the employment or termination of Executive by the Company. If a party intends to be accompanied at a negotiation meeting by an attorney, the other party will be given at least three working days' notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.
In the event the parties are unable to settle such controversy amicably through negotiations, the dispute will be submitted to binding arbitration before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association provided that: (i) the arbitrator will be instructed and empowered to take whatever steps to expedite the arbitration as he or she deems reasonable; (ii) each party will bear its own costs in connection with the arbitration; (iii) the arbitrator's judgment will be final and binding upon the parties, except that it may be challenged on the grounds of fraud or gross misconduct; and (iv) the arbitration will be held in San Francisco County, California. Judgment upon any verdict in arbitration may be entered in any court of competent jurisdiction. The parties hereby consent to the jurisdiction of, and proper venue in, the federal and state courts located in San Francisco County, California.
Unless otherwise expressly set forth in this Agreement, the procedures specified in this Section 10 will be the sole and exclusive procedures for the resolution of disputes and controversies between the parties arising out of or relating to this Agreement; provided, however, that a party may seek a preliminary injunction or other provisional judicial relief if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. Despite such action the parties will continue to participate in good faith in the procedures specified in this Section 10.
12. No Termination By Merger, Transfer Of Assets Or Dissolution. This Agreement shall not be terminated by any voluntary or involuntary dissolution of the Company or the transfer of all or
substantially all of the assets of the Company or the merger of the Company with or into another entity.
13.1 Governing Law; Interpretation. This Agreement will be governed by the substantive laws of the State of California applicable to contracts entered into and fully performed in such jurisdiction. The headings and captions of the Sections of this Agreement are for convenience only and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof. This Agreement will be construed as a whole, according to its fair meaning, and not in favor of or against any party, regardless of which party may have initially drafted certain provisions set forth herein.
13.2 Assignment. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, assigns, executors, administrators and heirs, including, without limitation Alibris.com, a California corporation into which the Company presently intends to be merged. This Agreement is personal to Executive and he may not assign any of his rights or delegate any of his obligations hereunder without first obtaining the prior written consent of the Board of the Company.
13.3 Notices. Any notice, request, claim or other communication required or permitted hereunder will be in writing and will be deemed to have been duly given if delivered by hand or if sent by certified mail, postage and certification prepaid, to Executive at his residence as set forth below his signature on this Agreement, with a copy to Andrew L. Dudnick, Esq., Springs Riven Detwiler Dudnick & Stikker at 351 California Street, 15th Floor, San Francisco, CA 94104, or to the Company at its address as set forth below its signature on this Agreement, or to such other address or addresses as either party may have furnished to the other in writing in accordance herewith.
13.4 Severability. In the event any provision of this Agreement or the application of any such provision to either of the parties is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to the extent necessary to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect.
13.5 Entire Agreement; Amendments. This Agreement (together with the Restricted Stock Agreement and any other exhibits and attachments hereto or thereto) constitutes the final and complete expression of all of the terms of the understanding and agreement between the parties hereto with respect to the subject matter hereof, and this Agreement replaces and supersedes any and all prior or contemporaneous negotiations, communications, understandings, obligations, commitments, agreements or contracts, whether written or oral, between the parties respecting the subject matter hereof. Except as provided in Section 13.4 above, this Agreement may not be modified, amended, altered or supplemented except by means of the execution and delivery of a written instrument mutually executed by both parties.
13.6 Attorneys' Fees. In the event it becomes necessary for any party to initiate legal action or any other proceeding to enforce, defend or construe such party's rights or obligations under this Agreement, the prevailing party will be entitled to its reasonable costs and expenses, including attorneys' fees, incurred in connection with such action or proceeding.
14. EXECUTIVE ACKNOWLEDGMENT. EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT (INCLUDING FOR PURPOSES OF THIS SECTION 14, THE RESTRICTED STOCK AGREEMENT), THAT HE HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF THIS AGREEMENT, AND
THAT HE IS FULLY AWARE OF THE LEGAL EFFECT AND IMPLICATIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
/s/ RICHARD WEATHERFORD
/s/ MARTIN MANLEY
Its: Chairman of the Board
11177 Tola Road, S.E.
Southworth, WA 98386
2727 Claremont Boulevard
Berkeley, CA 94705
Fax: 510 649-9389
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT dated as of May , 1998 (the "Effective Date"), is between ALIBRIS, a California corporation, (the "Company"), and Martin Manley ("Manley"), with reference to the following:
A. Manley presently is employed as President and Chief Executive Officer of the Company pursuant to an Employment Agreement dated as of May , 1998, between Manley and Interloc, Inc. ("Interloc"), the predecessor in interest to the Company (the "Employment Agreement"). For a period of approximately six months prior to becoming an employee of the Company, Manley participated without compensation in the management of the Company as a consultant.
B. As consideration for such past services, the Company has agreed to issue to Manley shares of Common Stock of the Company equal to that number of shares that would have been issued in exchange for 150,000 shares of Common Stock of Interloc pursuant the transaction in which Interloc was merged into the Company (as adjusted for stock splits, combinations and similar events) (the "Shares"), each such Share having been determined by the Board of Directors to have a fair market value of $.25 per share (the "Purchase Price").
Now, therefore, the Company and Manley agree as follows:
1. Issuance of Shares. Subject to the terms and conditions of this Agreement, the Company hereby issues to Manley and Manley accepts from the Company as full and complete consideration for all services rendered to the Company prior to the effective date of his employment therewith, 150,000 shares of Common Stock (the "Shares"). The certificate or certificates representing the Shares shall be held in escrow pursuant to Section 7 below.
2. Vesting of Shares.
3. Restrictions on Transfers; Permitted Transferees.
"Transfer" excludes a transfer of Shares (i) in connection with the merger or consolidation of the Company with or into any other corporation or other entity or person or any other corporate reorganization in which the Company shall not be the surviving or continuing entity of such merger, consolidation or reorganization; provided, however, that in any such case, "Shares" as used in this Agreement shall be deemed to include any and all shares of the surviving entity issued to Manley as consideration for shares of the Company and such shares of the surviving entity shall be subject in all respects to this Agreement; (ii) pursuant to an effective registration statement filed in connection with the Initial Public Offering (as defined below); or (iii) in connection with the sale of all or substantially all of the outstanding shares of capital stock of the Company.
in writing of the Company's intention to do so, in a notice that specifies a dosing date that is no more than 60 days (or such later date as the transferee may have offered to consummate the Transfer or on which the Transfer is otherwise scheduled to occur) after receipt of either the Proposed Transfer Notice or the Involuntary Transfer Notice, whichever is applicable.
4. Stock Dividends, Stock Splits, etc; Rights Offering.
5. Securities Laws.
securities for issuance without registering the securities under the 1933 Act or qualifying the securities under applicable state securities laws.
6. Tax Matters.
THAT IT IS HIS SOLE AND EXCLUSIVE RESPONSIBILITY TO FILE IN A TIMELY MANNER ANY ELECTION UNDER SECTION 83(b), AND THAT THE COMPANY SHALL BEAR NO RESPONSIBILITY WHATSOEVER FOR THAT FILING. Manley shall promptly deliver to the Company a copy of any tax election relating to the treatment of the Shares under the Code.
7. Escrow. For purposes of facilitating the enforcement of restrictions on Transfer set forth in this Agreement, any certificate(s) for Unvested Shares will be delivered, together with a stock power executed by Manley and by his or her spouse (if required for Transfer) in blank, to the President of the Company or his or her designee, to hold said certificate(s) and stock power(s) in escrow and to take all such actions and to effectuate all such Transfers and/or releases as are in accordance with the terms of this Agreement. The certificate(s) may be held in escrow so long as the Shares are subject to any right of repurchase under this Agreement, and shall be released by the escrow holder to Manley (or to any permitted transferee of Manley) when they are no longer subject to any right of repurchase under this Agreement. Manley acknowledges that the President of the Company (or his or her designee) is so appointed as the escrow holder with the foregoing authorities as a material inducement to the sale and issuance of the Shares to Manley, that the appointment is coupled with an interest, and that it accordingly will be irrevocable. The escrow holder will not be liable to Manley or the Company (or to any other party) for any actions or omissions unless the escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other "document executed by any signature purported to be genuine.
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN BY THE ISSUEE FOR INVESTMENT PURPOSES. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER SUCH ACT, OR (B) THE COMPANY (OR ITS TRANSFER AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, A "NO-ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF THE SALE OR TRANSFER.
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SHARE RESTRICTION AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF OR HIS OR HER PREDECESSOR IN INTEREST, PROVIDING FOR AMONG OTHER THINGS A RIGHT OF FIRST REFUSAL FOR THE BENEFIT OF THE ISSUER OR ITS AFFILIATES. A COPY OF THE AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
9. Market Stand-off. To the extent requested by the Company and any underwriter of securities of the Company in connection with an underwriting of the Company's securities (including the Company's initial public offering), Manley will not Transfer any Shares which were not included in the registration statement filed in connection with that offering or previously registered, for the period
following the effective date of that registration statement which the Company shall specify; provided that in no event shall such period be longer than the lesser of (a) 180 days, and (b) the period of time that the officers and directors of the Company are generally prohibited from Transferring their Shares in connection with an underwriting of the Company's securities. The Company may impose stop-transfer restrictions in the stock records of the Company in order to enforce the provisions of this Section 9.
11. Further Assurances. Each party to this Agreement agrees to perform any and all further acts and to execute and deliver any documents that may reasonably be necessary to carry out the provisions of this Agreement.
12. Attorneys' Fees. If either party shall commence any action or proceeding against the other party by reason of any breach or claimed breach in the performance of any of the terms or conditions of this Agreement, or to seek a judicial declaration of rights under this Agreement, the prevailing party in that action shall be entitled to recover reasonable attorneys' fees and costs.
13. Governing Law. This Agreement shall. be governed by and construed in accordance with the laws of the State of California applicable to contracts wholly made and performed in California by California residents.
14. Notices. Any notice or other communication under this Agreement must be in writing and shall be effective upon delivery by hand; upon facsimile transmission to either party at the number provided below for that party, but only upon receipt by the transmitting party of a written confirmation of receipt; or three business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to the Company or to Manley at the corresponding address below or on the signature page of this Agreement, with a copy to Andrew L. Dudnick, Esq., Springs Riven Detwiler Dudnick & Stikker at 351 California Street, 15th Floor, San Francisco, California 94104. Each party shall be obligated to notify the other in writing of any change in that party's address. Notice of change of address shall be effective only when done in accordance with this Section 14.
If to the Company, to:
2727 Claremont Boulevard
Berkeley, CA 94705
Facsimile: 510 649-9389
15. Entire Agreement. This Agreement embodies the entire agreement between Manley and the Company with regard to the subject matter of this Agreement and supersedes all prior agreements with respect to that subject matter. This Agreement may not be contradicted by evidence of any prior or contemporaneous agreement, oral or written, and this Agreement may not be explained or supplemented by evidence of consistent additional terms. This Agreement supersedes all prior representations, statements, negotiations, understandings, proposed agreements and agreements, written or oral, relating to its subject matter.
16. Amendment; Waiver. This Agreement may not be amended, or any provision of it waived, except in a writing signed by the party against whom such amendment or waiver is sought. No waiver of any provision of this Agreement shall be deemed to, or shall, operate as a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
17. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the Company and, subject to the limitations set forth in this Agreement, any successors and permitted assigns of Manley, including any executors, administrators or other legal representatives of Manley.
18. Captions; Sections. Captions in this Agreement are inserted for convenience of reference only and shall be ignored in the construction or interpretation of this Agreement. Unless the context requires otherwise, all references in this Agreement to "Sections" are to the sections of this Agreement.
19. Severability. If any provision-of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable or void, that provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and of that provision shall remain in full force and effect as applied to other persons, places, and circumstances.
20. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same instrument.
The parties have duly executed this Agreement as of the date first written above.
2727 Claremont Boulevard
Berkeley, California 94705
CONSENT OF SPOUSE
The undersigned is the spouse of Martin Manley referred to in the attached SHARE RESTRICTION AGREEMENT (the "Agreement") with Alibrus.com, and acknowledges that she:
1. has received, reviewed, understands and approves of the Agreement (including its attachments);
2. consents to the Agreement, and agrees to be irrevocably bound by its terms to the extent that she now has or may obtain any interest (including any joint or community property interest) in the Shares covered by the Agreement;
3. hereby appoints her spouse as her attorney-in-fact with respect to any amendment, exercise of any rights or taking of any action with respect to the Agreement and the Shares that are subject to it; and
4. understands that Alibrus.com is relying upon this consent in entering into the Agreement, in issuing the Shares that are subject to it, and in not taking further steps to protect its interests.
Date: May , 1998