Exhibit B
AMENDMENT NO. 1
TO THE
OPTION AGREEMENT
This is Amendment No. 1 dated August 20, 2003 ("Amendment 1") to the
Option Agreement dated April, 2002 between K & K Plastics Pty Ltd and
Rentmobile Pty Ltd, as trustee of K & K Plastics Pty Staff Superannuation Fund
and of K & K Plastics Pty Staff Superannuation Fund 2 (collectively the
"Seller"), Fawdon Investments Limited (the "Purchaser") and Avenue Group, Inc.,
formerly known as I. T. Technology, Inc. (the "Company") (the "Option
Agreement").
WHEREAS, the Seller purchased from the Company an option to acquire
50,000,000 shares of the Company's $.0002 par value common stock (the "Option")
pursuant to that certain Option Purchase Agreement of even date herewith between
the Purchaser and the Seller (the "OPA");
WHEREAS, the terms of the Option is governed by the Option Agreement;
WHEREAS, the Seller wishes to Sell the Option to the Purchaser pursuant to
that certain Option Purchase Agreement dated April 14, 2003 (the "Purchase
Agreement");
WHEREAS, pursuant to the terms of the Option Agreement, the sale of the
Option to the Purchaser is subject to the consent of the Company;
WHEREAS, the Company desires that an error contained in Section 5(a) of
the Option Agreement be corrected by this Amendment No. 1;
WHEREAS, the Purchaser has agreed to assume all of the Seller's
obligations under the Option Agreement;
WHEREAS, subject to the agreements of the Seller and the Purchaser
contained herein and in the Option Purchase Agreement, the Company has agreed to
consent to the sale of the Option to the Purchaser; and
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND AGREEMENTS
CONTAINED HEREIN THE PARTIES AGREE AS FOLLOWS:
1. Effectiveness of this Amendment No. 1. The parties hereto
acknowledge and agree that the effectiveness of this Amendment No. 1 and the
Company's consent to the sale of the Option contemplated by the Purchase
Agreement shall be subject to and conditioned upon the filing by the Purchaser
of Forms 13D and 3 with the United States Securities and Exchange Commission
substantially in the form as delivered to the Company.
2. NEW HOLDER. The Option Agreement is amended to replace the Seller
with the Purchaser, Fawdon Investments Limited, as the "Holder" as such term is
defined in the Option Agreement.
3. PURCHASER'S ASSUMPTION OF THE SELLER'S OBLIGATIONS UNDER THE
OPTION AGREEMENT. The Purchaser agrees that upon the effectiveness of this
Amendment No. 1 it shall be subject to all of
the terms and conditions of the Option Agreement and to assume all of Seller's
obligations under the Option Agreement.
4. SELLER'S REPRESENTATIONS. Seller hereby represents to the Company
and to the Purchaser that, except for the sale of the Option to the Purchaser
as contemplated by the Option Purchase Agreement, it has not sold transferred,
pledged, hypothecated or assigned all or any part of the Option or its rights
with respect thereto to any other party.
5. REGISTRATION RIGHTS. The parties hereto acknowledge and agree
that Section 5(a) of the Option Agreement is hereby amended to replace "One
Million (1,000,000) Option Shares" on the second line of said Section 5(a) with
"Ten Million (10,000,000) Option Shares" so that the beginning of Section 5(a)
as amended reads as follows:
:At such time as the Holder has both (a) exercised Options to
purchase and (b) owns at least Ten Million (10,000,000) Option Shares...."
6. THE COMPANY'S CONSENT. Subject to Section 1, in consideration of
the representations, warranties, agreements and covenants of the parties
contained herein, the Company hereby consents to the transfer of the Option
pursuant to the terms of the OPA from the Seller to the Purchaser.
7. NO OTHER AMENDMENTS. Except as expressly modified by the terms
hereof, the Option Agreement shall remain in full force and effect, shall not
be amended in any way and shall be fully binding upon the Purchaser.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed as of the date first above written.
Avenue Group, Inc.
(formerly known as I.T. Technology, Inc.)
By: __________________________
Xxxxxxxx Xxxxxx
Its: Executive Vice President
K & K Plastics Pty Ltd, as Trustee of K & K
Plastics Pty Staff Superannuation Fund and
of K & K Plastics Pty Staff Superannuation
Fund 2
By: __________________________
Its: __________________________
Rentmobile Pty Ltd
By: __________________________
Its: __________________________
Fawdon Investments Limited
By: ___________________________
Xxxxx Xxxxxx
Its: __________________________
