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EXHIBIT 10.2
APPENDIX A
OPTION AGREEMENT FOR EUROPEAN ECOMONIC
COMMUNITY
BETWEEN:
MEGACHAIN.COM, LTD., a public company listed on the NASDAQ Bulletin Board
OF THE FIRST PART
(hereinafter referred to as the "Optionor")
AND:
GREENCHIP INVESTMENTS PLC, a public company listed on the London UK OFEX
exchange
OF THE SECOND PART
(hereinafter referred to as the "Optionee")
WHEREAS:
1. Optionor is the owner and holder of certain technology and proprietary
intellectual property, including, without limitation, copyrights, patents,
trademarks, trade secrets, business plans and know how relating to products and
services which combine as a software system. This system gives exposure to
internet websites and their products and services through an automated
multi-tiered system of tracking and marketing whereby agents receive commissions
based on responses created by forwarding vendor email advertisements to friends,
acquaintances and business associates. ("Confidential Information").
2. The Management of Optionee has international experience in financing,
managing, operating and controlling both private and public companies.
3. The Optionors are desirous of granting and the Optionee is desirous of
receiving the option as set out herein.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of $10.00 (the
receipt and sufficiency whereof is hereby confirmed by the parties), the
premises and the mutual covenants and agreements set forth herein, the parties
hereto covenant and agree as follows:
1. OPTION
1.1 The Optionor hereby agrees to grant to Optionee the sole and exclusive
option (the "European Option") whereby the Optionee will be granted by Optionor
the exclusive licence ("European Licence") for the countries of the European
Economic Community excluding the United Kingdom ("EEC"), to use and distribute
all products and technology developed by the Optionor, subject to the following
clause 1.2
1.2 Such European Option hereby granted is effective upon the signing of the
Exclusive Licence to which this Option is an Appendix ("Licence Agreement").
1.3 The terms and conditions of the European Licence Agreement are those
hereby agreed to between the Optionor and Optionee below.
2. EXERCISE OF OPTION
The European Option shall be open for exercise by the Optionee at any
time after the assignment of the Licence Agreement to the Assignee as set out in
the Licence Agreement and up to twelve months after the date of the Licence
Agreement, or such later date as shall be mutually agreed upon by both parties
("European Option Period").
3. TERMS OF EUROPEAN LICENCE AGREEMENT
The terms and conditions of the European Licence Agreement shall be
identical to those of the Licence Agreement, EXCEPT AS FOLLOWS:
(i) In paragraph 1.1 "Territory" shall mean the countries of the
European Economic Community excluding the United Kingdom ("EEC");
(ii) Paragraph 4.1 shall be deleted.
(iii) Paragraph 4.2 shall be deleted.
(iv) Paragraph 4.4 shall become paragraph 4.2 and shall read "A One
Hundred Thousand ($100,000) dollars prepayment of Royalty will be
paid within 30 days of this Licence taking effect.
(v) Paragraph 5.1 (a) shall be deleted.
(vi) Paragraph 5.1 (c) shall read: "in the event that the Prepayment of
Royalty of One Hundred Thousand ($100,000) dollars referred to in
Paragraph 4.2 herein is not paid in full within thirty (30) days
of the date of this Agreement becoming effective".
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(vii) Paragraph 5.1 (d) shall be read: "in the event that amount
of gross revenues earned by the Assignee from the operation
of the System in the EEC do not reach Two (2) million
dollars within 24 months after the European website and
System is operational in the United Kingdom and Europe;
(viii) Paragraph 5.1 (e) shall be read: "in the event that amount
of gross revenues earned by the Assignee from the operation
of the System do not reach Two (2) million dollars during
each Period commencing 24 months after System is
operational in the United Kingdom and Europe".
(ix) Paragraph 5.3 shall be read: "In the event of item 5.1 (d)
above occurring, the Licencee shall have, at its option,
the right to avoid termination of the Licence by the
payment to the Company of an additional sum, so that the
total amounts paid by the Licencee within 24 months after
System is operational in the United Kingdom and Europe
shall equal Fifty Thousand (50,000) dollars.
(x) Paragraph 5.4 shall read: "In the event of item 5.1 (e)
above occurring, the Licencee shall have, at its option,
the right to avoid termination of the Licence by the
payment to the Company of an additional sum, so that the
total amount paid by the Licencee for each Period
commencing 24 months after System is operational in the
United Kingdom and Europe shall equal Fifty Thousand
(50,000) dollars
4. CONFIDENTIALITY
The Optionor has furnished and will continue to furnish the Optionee
with Confidential Information and it is understood and agreed that the
disclosure of such information may be detrimental to the interests of the
Optionor. Optionee will keep any and all Confidential Information completely
confidential and will not disclose same to any person or body corporate or
unincorporated without the Optionor's prior written permission. The obligation
shall survive the termination of this Agreement and Optionee shall within
Fourteen (14) days of the written notice of the Company return all copies of any
written Confidential Information in Optionee's possession. The covenants
contained in this paragraph 3 will not apply to Confidential Information which
is in the public domain prior to the time it is disclosed by Optionee or which
is previously known to the third party to which it is being divulged.
5. BINDING EFFECT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous
expectations, understandings,
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communications, representations and agreements whether verbal or written between
the parties with respect to the subject matter hereof.
7. ASSIGNMENT
The Optionee may assign or transfer any of its respective rights to any
third party controlled by the Optionee without the consent of the Optionor.
However, the Optionee may only assign or transfer any of its respective rights
to any other third party with the consent of the Optionor, which consent shall
not be unreasonably withheld.
8. AMENDMENT
No amendment to this Agreement shall be valid unless it is evidenced by a
written agreement executed by all of the parties hereto.
9. CHOICE OF LAW
This Agreement shall be governed by and be interpreted in accordance with
the laws of the United Kingdom.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
GREENCHIP INVESTMENTS PLC. MEGACHAIN.COM, LTD.
/s/ IAN BURNE /s/ TOM LAVIN
Ian Burne: Authorized Signatory Tom Lavin: Authorized Signatory
