REGIONAL SALES DIRECTOR
INDEPENDENT CONTRACTOR AGREEMENT
Agreement, dated November 17, 1998 between WHY USA North America, Inc. (hereinafter "COMPANY")
and Dale A. Erks (hereinafter "SALES REP.").
1. TERM AND EXTENSION. The employment of the SALES REP. hereunder shall commence on November
9, 1998 and shall continue until such time as either party to this agreement chooses to discontinue the sales
relationship, except for the rights granted to SALES REP. as part of a previous agreement dated November 9,
1998. The COMPANY retains the SALES REP. only for the purposes and to the extent set forth in this
Agreement, and their relation to the COMPANY shall, during the period of their agreement for services
hereunder, be that of SALES REP.
2. RELATIONSHIP BETWEEN PARTIES. The COMPANY shall retain the SALES REP. on the basis of an
independent contractor, and the SALES REP. shall serve the COMPANY upon the terms and conditions
hereinafter set forth.
Be it understood that a SALES REP. is considered an Independent Contractor. It is a mutual understanding and
agreement by those parties signed below, that an Independent Contractor is a self-employed individual, and shall
be solely responsible for the payment of their own state and federal income tax and self-employment tax. The
COMPANY shall not under any circumstances withhold and pay, or be responsible to withhold and pay to the
appropriate government agencies, such taxes. The SALES REP. shall not be entitled to retirement benefits, fringe
benefits, unemployment compensation, and workman's compensation coverage, distributions or other benefits
which may be provided to employees of the COMPANY.
The SALES REP. shall be free to dispose of such portion of their entire time, energy, and skill during regular
business hours as they are not obligated to devote hereunder to the COMPANY in such manner as they see fit
and to such persons, firms, or corporations as they deem advisable and in compliance with
Section 3.C.6 below.
Except as otherwise provide