EXHIBIT 10.39.02
SECOND AMENDMENT TO STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT TO STOCK OPTION AGREEMENT is made as of this 31st
day of May, 2000 between eUniverse, Inc., a Nevada corporation (the "Company")
and Xxxxxxx Xxxxxxx, an individual residing in Wallingford, Connecticut
("Xxxxxxx").
RECITALS:
1. The Company and Xxxxxxx have executed that certain Stock Option
Agreement dated as of the 26th day of January, 2000 (the "Stock Option
Agreement") as amended by First Agreement to Stock Option Agreement dated March
31, 2000.
2. The parties desire to amend the Stock Option Agreement as set forth
below.
AGREEMENT:
In consideration of the covenants and agreements contained in the Stock
Option Agreement and this Agreement, and other good and value consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. AMENDMENTS TO STOCK OPTION AGREEMENT. The Stock Option Agreement is hereby
amended as follows:
A. By deleting Section 1.2(a) thereof and inserting in lieu thereof the
following:
"(a) The Option may be exercised from time to time by the Company for
all, or less than all, of the Shares of the Common Stock subject to this Option
at any time during the period beginning with the date of this Agreement and
ending July 31, 2000 (the "Option Period")"
B. By deleting Section 1.2(c) thereof and inserting in lieu thereof the
following:
"(c) The exercise price (the "Exercise Price") at which the Shares may
be purchased upon the exercise of the Option shall be $1.675 per Share
purchased."
2. MISCELLANEOUS
A. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stock Option Agreement.
B. Except as otherwise provided herein, the terms and conditions of the
Stock Option Agreement shall remain in full force and effect.
1
C. eUniverse shall purchase or induce another party to purchase at
least 100,000 shares of Xxxxxxx'x stock at $1.80 per share within 14
calendar days of June 1, 2000. Both parties shall act in a best
efforts to complete such transaction within such time frame.
IN WITNESS WHEREOF, the parties have executed or have caused their duly
authorized representatives to execute this Agreement the day and year first
above written.
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
00 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
EUNIVERSE, INC.
By: /s/ Xxxx Xxxxxxxxx
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Its: Chairman
Xxxx Xxxxxxxxx
