EXHIBIT 10.2
DotCom Internet Ventures Ltd.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
eMail: xxxxxxxxxxx0000@xxxxx.xxx
June 2, 2000
Internet Capital Ventures & Assoc., Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Re: Shareholder Agreement with
Internet Capital Ventures & Assoc., Inc.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Internet Capital Ventures & Assoc., Inc. (the "Company") to the
undersigned (the "Holder"), the Holder hereby represents, warrants,
covenants and agrees, for the benefit of the Company and any holders
of record (the "third party beneficiaries") of the Company's
outstanding securities, including the Company's Common Stock, $.0001
par value (the "Stock") at the date hereof and during the pendency
of this letter agreement that the Holder will not transfer, sell,
contract to sell, devise, gift, assign, pledge, hypothecate,
distribute or grant any option to purchase or otherwise dispose of,
directly or indirectly, its shares of Stock of the Company owned
beneficially or otherwise by the Holder except in connection with or
following completion of a merger, acquisition or other transaction
of or by the Company meeting the defination of a business combination
as defined in the Company's registration statement on Form 10-SB or
otherwise complying with the purposes of the Company as set out in
the registration statement.
Any attempted sale, transfer or other disposition in violation
of this letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct
its transfer agent not to transfer such securities (ii) may provide
a copy of this letter agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a
legend on the certificates(s) evidencing the securities subject
hereto and disclosing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period
contemplated by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its
agents, heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions
of this letter agreement in any instance must be in writing and must
be duly executed by the Company and the Holder and shall not be
deemed or construed to be a waiver of such term or condition for the
future, or of any subsequent breach thereof.
Xxxxxx and accepted this 2nd day of June, 2000.
THE HOLDER
By: /s/ Xxxxxxx Xxx
-------------------
Xxxxxxx Xxx
President
