# 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 Recipient represents that he is either (i) accredited within the meaning of Rule
501(a) of Regulation D under the Securities Act of 1933, as amended, or (ii) has
sufficient knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of accepting the Compensation Shares in lieu of cash
compensation.

(c)       
          The Recipient represents that it has previously completed and delivered to the
          Company an investor questionnaire, and that the information provided therein is
          truthful and accurate.

(d)       
          The Recipient represents and warrants (i) that he has been furnished by the
          Company during the course of evaluating his/her/its interest in this transaction
          with all information regarding the Company which he had requested or desired to
          know; (ii) that all documents which could be reasonably provided have been made
          available for his inspection and review; (iii) that he has been afforded the
          opportunity to ask questions of and receive answers from duly authorized
          officers or other representatives of the Company concerning the terms and
          conditions of the offering; (iv) that he has read the Companys annual
          report on SEC Form 10-KSB for the fiscal year ending December 31, 2002 (the
          2002 10-K)and all subsequent quarterly reports on SEC Form 10-QSB in
          their entirety, and fully understands the information contained therein; and (v)
          that he understands those risk factors associated with an investment in the
          Compensation Shares which are specifically set forth in the 2002 10-K.

1

(e)       
          The Recipient acknowledges that the purchase price for the Compensation
          Shareshas been established based on the quoted trading price for the Company
          Common Stock, which bears no relationship to the assets or book value of the
          Company, and which may or may not be reflective of actual recent trading in the
          Company Common Stock.

(f)       
          The Recipient acknowledges that this offering of Compensation Shares may involve
          tax consequences and that he has received no opinions or statements from the
          Company in respect of same. The Recipient further acknowledges that he must
          retain his own professional advisors to evaluate the tax and other consequences
          of an investment in the Compensation Shares.

2.2    
(a)        The Recipient acknowledges that this offering of the Compensation Shares has not been
reviewed by the United States Securities and Exchange Commission (the SEC)
based on the Companys intention that it be a nonpublic offering conducted pursuant
to exemption from the registration requirements of the Securities Act, as amended (the
Securities Act), specifically Section 4(2) thereof and/or Rule 506 of
Regulation D promulgated thereunder. The Recipient acknowledges that the Compensation
Shares have not been registered under the Securities Act, or the securities laws of any
individual states, that the Compensation Shares are being purchased for investment
purposes and not with a view to distribution or resale, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such Compensation Shares for any
particular price, or at any particular time, or upon the happening of any particular event
or circumstances, except in full compliance with all applicable provisions of the
Securities Act, the rules and regulations promulgated by the SEC thereunder or in
connection therewith, and applicable state securities laws. The Recipient further
acknowledges that the Compensation Shares must be held indefinitely unless they become
registered under the Securities Act, or an exemption from such registration is available,
and an opinion of counsel for the Company is furnished stating that registration is not
required under the Securities Act or such state securities laws.

(b)       
          The Recipient is aware and understands that availability of the claimed
          exemption from registration under the Securities Act pursuant to which this
          offering is being conducted depends, in part, upon his investment intention. In
          this connection, the Recipient is further aware and understands that it is the
          position of the SEC that the statutory basis for such exemption would not be
          present if his representation merely meant that his present intention was to
          hold such securities for a short period, such as the capital gains period under
          any tax statutes, for a deferred sale, for a market rise, assuming that a market
          is maintained, or for any other fixed period. The Recipient is further aware and
          understands that, in the view of the SEC, a purchase now with an intent to
          resell would represent a purchase with an intent inconsistent with his
          representation to the Company contained herein, and the SEC would likely regard
          such a sale or disposition as a deferred sale to which such exemptions are not
          available.

(c)       
          The Recipient understands that there is currently a very limited public market
          for the Compensation Shares. The Recipient further understands that Rule 144
          (the Rule) promulgated under the Securities Act requires, among
          other conditions, a one (1) year holding period prior to the resale (in limited
          amounts) of securities acquired in a non-public offering without having to
          satisfy the registration requirements under the Securities Act. The Recipient
          further understands and hereby acknowledges that, unless and until the
          Compensation Shares are registered, any determination to allow the Compensation
          Shares to be transferred out of the Recipients name shall be within the
          exclusive discretion of the Company, and shall only be permitted to the extent
          that an opinion of counsel to the Company has been obtained to the effect that
          neither the sale nor the proposed transfer would result in a violation of the
          Securities Act or of the applicable securities laws of any state or other
          jurisdiction.

(d)       
          The Recipient acknowledges that the certificates to be issued representing the
          Compensation Shares may bear a legend containing the following or similar words:

2

| | THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT) OR ANY OTHER SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF,
OR OFFERED FOR TRANSFER, SALE OR OTHER DISPOSITION IN THE ABSENCE OF (i) AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, AND ANY OTHER
APPLICABLE SECURITIES LAWS, OR (ii) THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS AS EVIDENCED
BY AN OPINION OF COUNSEL TO THE COMPANY.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.3    
(a)        The Recipient agrees to indemnify and hold harmless the Company, and each of its
officers, other directors, agents and attorneys against any and all losses, claims,
demands, liabilities and expenses (including reasonable legal or other expenses as such
are incurred) incurred by the Company and/or any such individual which (a) arises out of
or is based upon any untrue representation or other statement by the Recipient of a
material fact contained in this Agreement, or (b) arises out of or is based upon any
breach by the Recipient of any representation, warranty, agreement or covenant contained
herein.

(b)       
          The Recipient agrees to indemnify and hold harmless the Company, and each of its
          officers, other directors, agents and attorneys against any and all losses,
          claims, demands, liabilities and expenses incurred by the Company and/or any
          such individual in connection with the defending or investigating of any claims
          or liabilities, including reasonable legal or other expenses as such are
          incurred and whether or not resulting in any liability to the Company or such
          individual, to which any such indemnified party may become subject under the
          Securities Act, under any other statute, at common law or otherwise, insofar as
          such losses, claims, demands, liabilities and expenses (a) arise out of or are
          based upon any untrue representation or other statement of a material fact
          contained in this Agreement, or (b) arise out of or are based upon any breach by
          the Recipient of any representation, warranty, agreement or covenant contained
          herein.

2.4    
The Recipient represents that the address furnished in the initial paragraph of this
Agreement is the address of Recipients current principal residence.

2.5    
The Recipient acknowledges that at such time, if ever, as any of the Compensation Shares
are registered, sales of such Compensation Shares will be subject to federal, state and
other applicable securities laws, including those which may require that such securities
be sold through a registered broker-dealer or in reliance upon an exemption from
registration, and the Recipient agrees and covenants to comply with all such applicable
laws.

|/s/ William Terrill
   William Terrill | FINDEX.COM, INC.
         -A Nevada Corporation -
         By:      /s/ Steven Malone 
         Name:   Steven Malone
         Title:     President & CEO
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

3