STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of May 1, 2000, by and between PC Universe, Inc.
("Grantor"), and JB Brown, Ltd. ("Optionee").
RECITALS
WHEREAS, Grantor desires to grant to Optionee and Optionee desires to
obtain an option (the "Option") to acquire from Grantor 75,000 shares (the
"Shares") of Common Stock of PC Universe, Inc. (the "Corporation"); and
WHEREAS, the parties hereto desire to document their understanding
regarding the Option to purchase the Shares.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of and Consideration for Option. Grantor hereby grants
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to Optionee the Option to acquire the Shares from Grantor for and in
consideration as specified in paragraphs 2 and 3 below.
2. Exercise of Option and Option Price of Shares. The Option
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shall be exercisable as follows:
<TABLE>
<CAPTION>
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<S> <C> <C>
When Number of Shares Price per Share
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First calendar month after first 75,000 $3.00
trade on Bulletin Board
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Second calendar month after first 50,000 $4.50
trade on Bulletin Board
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Third calendar month after first 25,000 $6.00
trade on Bulletin Board
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</TABLE>
The option for any shares not acquired under each monthly option period
shall roll over to the following month but shall only be exercisable at the
higher price.
The option for any shares, including all roll over shares, not acquired
under the option at the end of 4 months shall terminate the last business day of
such fourth month, and ownership of those shares by Grantor shall be absolute
and not subject to any further option thereafter.
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<PAGE>
3. Method of Exercise. The Option shall be exercisable by a
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written notice signed by an authorized representative of Optionee. All funds
wired to pay for the shares must be clear and available by the close of business
on or before the last business day of each option period in order for the option
to be exercised.
4. No Assignability of Option. The Option may not be assigned by
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Optionee.
5. Survival of Representations and Warranties. The
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representations, warranties, covenants and agreements set forth herein shall be
continuous and shall survive the termination of this Agreement or any part
thereof.
6. Miscellaneous.
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a. Entire Agreement. This Agreement contains the entire
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understanding between the parties hereto with respect to the
transactions contemplated hereby, and this Agreement supersedes in all
respects all written or oral understandings and agreements heretofore
existing between the parties hereto.
b. Counterparts. This Agreement may be executed in one
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or more counterparts, and all such counterparts shall constitute one
and the same instrument.
c. Notices. All notices, consents, requests,
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instructions, approvals and other communications provided for
herein and all legal process with regard hereto shall be in writing and
shall be deemed to have been duly given, when delivered by hand or
three (3) days after deposited into the United States mail, by
registered or certified mail, return receipt requested, postage
prepaid.
d. Additional Documents. At any time and from time, the
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parties hereto shall execute such documents as are necessary to effect
this Agreement.
e. Jurisdiction; Venue. The parties to this Agreement agree
that jurisdiction and venue shall properly lie in the Thirteenth
Judicial Circuit of the State of Florida, in and for Hillsborough
County, Florida, or in the United States District Court for the Middle
District of Florida (Tampa Division), with respect to any legal
proceedings arising from this Agreement.
f. Attorneys' Fees. In the event any suit or legal proceeding
is brought for the enforcement of any of the provisions of this
Agreement, the parties hereto agree that the prevailing party or
parties shall be entitled to recover from the other party or parties
upon final judgment on the merits reasonable attorneys' fees, including
attorneys' fees for any appeal, and costs incurred in bringing such
suit or proceeding.
g. Governing Law. This Agreement has been negotiated and
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prepared and shall be performed in the State of Florida, and the
validity, construction and enforcement of, and the remedies under, this
Agreement shall be governed in accordance with the laws of the State of
Florida.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
OPTIONEE:
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GRANTOR:
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