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Compensation Plan Of The Company

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EXHIBIT 10.18


PARK `N VIEW, INC.
COMPENSATION PLAN


THIS COMPENSATION PLAN (the "Plan") is hereby established by Park `N View, Inc. (the "Corporation") in order to provide incentives for eligible key employees of the Corporation to achieve individually-targeted and specific corporate goals with respect to such employees' performance with the Corporation.


1. EFFECTIVE DATE


This Plan shall be effective as of February 5, 1998.


2. ELIGIBLE EMPLOYEES


Prior to the beginning of each fiscal year, or as soon as administratively possible thereafter, or from time to time as determined by the Board of Directors of the Corporation (the "Board"), the Board in its sole discretion shall determine those employees who shall be eligible to receive a bonus for such year pursuant to the terms of the provisions of the Plan. Any such employees determined by the Board to be eligible for a bonus hereunder, for all or a portion of a fiscal year, shall be referred to herein as "Eligible Employees". Following a determination as to eligibility, each such Eligible Employee shall receive a schedule which sets forth the criteria for receiving a bonus hereunder, as well as the amount of the bonus which such Eligible Employee shall be eligible to receive (the "Schedule"). Such Schedule, described in Sections 3 and 4 below, shall be substantially in the form and manner set forth on Exhibit A attached hereto.


3. ESTABLISHMENT OF CORPORATE GOALS


As of the commencement of the Plan and prior to the beginning of each fiscal year thereafter, the Board shall establish annual goals as to the Corporation's earnings before interest, taxes, depreciation and amortization ("Corporate Goals"). The Corporate Goals shall be reflected in the Schedule provided to each Eligible Employee under the Plan. The Board and an Eligible Employee shall be entitled to modify any Corporate Goal during a fiscal year, and all such modifications shall be documented by amending the Schedule provided hereunder.


The amount of the bonus which each Eligible Employee shall be eligible to receive for a fiscal year which is dependent upon achievement of the Corporate Goals shall be set forth in the Schedule provided to such Eligible Employee for such fiscal year. Following the close of a fiscal year the Board shall make the determination of whether the Corporation has achieved the Corporate Goals in its sole discretion based on the Corporation's financial statements for such fiscal year.


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4. ESTABLISHMENT OF INDIVIDUAL GOALS


As of the commencement of the Plan and prior to the beginning of each fiscal year thereafter, the Board shall establish one or more functional and/or personal goals to be achieved by the Eligible Employee during each fiscal year or the balance of such year (the "Individual Goals"). An Eligible Employee's Individual Goals shall be reflected in the Schedule provided to the Eligible Employee under the Plan. The Board and an Eligible Employee shall be entitled to modify any such Individual Goal during a fiscal year, and all such modifications shall be documented by amending the Schedule provided hereunder.


The amount of the bonus which each Eligible Employee shall be eligible to receive for a fiscal year which i
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