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OPTION AGREEMENT
THIS AGREEMENT dated the 28th day of July 1999.
BETWEEN:
XXXXXXXXX.XXX, LTD, a public company listed on the NASDAQ Bulletin
Board
OF THE FIRST PART
(hereinafter referred to as the "Optionor")
AND
GREENCHIP PLC a public company listed on the London UK stock exchanges
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 have 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.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of $1.00 (the
receipt and sufficiency whereof as 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 grants to Optionee the sole and exclusive option
(the "Option") top negotiate
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and conclude during the Option Period an Agreement whereby the Optionee will be
granted by Optionor the exclusive licence, for the United Kingdom, to use and
distribute all products and technology developed by the Optionor. ("Licence
Agreement).
1.2 The terms and conditions of the Licence Agreement will be those which
are subsequently agreed so between the Optionor and Optionee. There is no
obligation created herein on either party to conclude a Licence Agreement with
the other.
3. EXERCISE OF OPTION
3.1 The Option shall be open for exercise by the Optionee at any time after
the date of this Option Agreement. This Option shall commence on July 28, 1999
ending on October 31, 1999 or such later date as shall be mutually agreed upon
by both parties ("Option Period")
4. RIGHT OF FIRST REFUSAL
4.1 In the event that during the Option Period, a third party wishes to
negotiate with Optionor for licence agreement for the United Kingdom, the
Optionor may enter into such negotiations. If the third party has made an offer
which the Optionor wishes to accept, the Optionor must first secure from such
third party a bona fide offer (the "Offer"), which Optionor is ready and willing
to accept and shall immediately send a copy of such Offer (the "Offering
Notice") to the Optionee. The Optionee shall have Thirty (30) days from the date
the Offering Notice is given to agree by notice to the Optionor that it will
enter into a licence agreement upon terms and conditions agreeable to the
Optionor.
5. CONFIDENTIALITY
5.1 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. This obligation
shall survive the termination of this Agreement and Optionee shall within Forty
Eight, (48) hours 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 5 will not apply to Confidential lnformation 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.
6. TIME OF ESSENCE
Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
7. 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.
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8. 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, communications, representations and agreements
whether verbal or written between the parties with respect to the subject matter
hereof.
9. ASSIGNMENT
The Optionee may assign or transfer any of its respective rights to any
third person without the consent of the Optionor.
10. AMENDMENT
No amendment to this Agreement shall be valid unless it is evidenced by
a written agreement executed by all of the parties hereto.
11. CHOICE OF LAW
This Agreement shall be governed by and be interpreted in accordance
with the laws of the Province of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the day and year first above written.
The COMMON SEAL of )
GREENCHIP PLC. )
was hereunto )
affixed in the presence of )
)
/s/ [SIGNATURE] )
---------------------------------- ) (C/S)
Authorized Signatory )
The COMMON SEAL of )
XXXXXXXXX.XXX, LTD. )
was hereunto )
affixed in the presence of )
)
/s/ [SIGNATURE] )
---------------------------------- ) (C/S)
Authorized Signatory )
