RESTRICTED STOCK COMPENSATION AGREEMENT
This Restricted Stock Compensation Agreement (this “Agreement”) is made as of the 25th day of July, 2003 by and
between Findex.com, Inc., a Nevada corporation with its principal place of business located at 11204 Davenport Street, Suite
100, Omaha, Nebraska 68154 (hereinafter referred to as the “Company”) and William Terrill, an individual residing at 524
Sheffield Naperville, IL 60565 (hereinafter referred to as the “Recipient”)(the Company and the Recipient are hereinafter referred
to jointly as the “Parties”).
WHEREAS, Recipient is currently an officer of the Company and, in consideration of his services as such, is entitled,
pursuant to a certain employment agreement dated June 7, 2002 between Recipient and the Company, to signing bonus
compensation in the amount of of $10,000, among other things, for his services (the “Signing Bonus Compensation”);
WHEREAS, the Company desires to pay the Signing Bonus Compensation to the Recipient in the form of restricted shares
of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), and the Recipient is prepared to
accept the Signing Bonus Compensation in the form of restricted shares of common stock of the Company;
NOW, THEREFORE, it is agreed between the parties as follows:
1. Grant of Restricted Stock; Conversion Value . In lieu of paying the Signing Bonus Compensation in cash, and subject
to the terms and conditions hereinafter set forth, the Company hereby agrees to grant, issue, and deliver to Recipient as of the
date hereof, and Recipient agrees to accept, two hundred and fifty thousand (250,000) restricted shares of Company Common
Stock (the “Compensation Shares”). It is understood and agreed that the number of Compensation Shares granted hereunder is
based upon a conversion price of $0.04 per share.
2. Acknowledgements, Agreements, Representations and Covenants of Recipient .
2.1 (a) The Recipie