EXHIBIT 10.2
OPTION TO PURCHASE PROMISSORY NOTE AND AGREEMENT
THIS OPTION IS NONTRANSFERABLE OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION AND THE PROMISSORY NOTE AND AGREEMENT UNDERLYING THIS OPTION MAY
NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT, THE AVAILABILITY OF WHICH IS TO
BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
COGNIGEN NETWORKS, INC.
OPTION TO PURCHASE PROMISSORY NOTE AND AGREEMENT
COGNIGEN NETWORKS, INC., a Colorado corporation that is hereinafter
sometimes called "Company," for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, irrevocably grants unto XXXXX
XXXXX AND XXXXX GORLOVEZSKY, hereinafter collectively called "Option Holder,"
the right to purchase the Promissory Note and Agreement dated October 5, 2001
("Note") from American Internet Communications, L.L.C. ("AIC") to Stanford
Financial Group.
1. Exercise Price. The purchase price ("Exercise Price") for the Note
purchased pursuant to this Option is $77,500 which shall be paid in full in cash
by wire transfer to the Company at the time of exercise.
2. Exercise Period and Restrictions. Unless sooner terminated as herein
provided, this Option shall continue until 5:00 p.m., Pacific Time on June 10,
2003.
3. Manner of Exercise. This Option may be exercised in whole only at any
time and from time to time upon surrender by the Option Holder of this Option
and by the delivery of written notice to any officer or director of the Company
other than the Option Holder together with payment in full, in cash by wire
transfer to the Bank of America, San Louis Obispo, California, ABA routing
number ************ for credit to account number ********** or whichever account
the Seller hereafter may designate in writing, in the name of Cognigen Networks,
Inc. The notice (i) shall state the election to exercise this Option, (ii) shall
contain such representations and agreements concerning the Option Holder's
investment intent with respect to such Note being purchased pursuant to the
exercise of this Option as shall be satisfactory to the Company's counsel, and
(iii) shall be signed by the Option Holder.
4. Representations of Option Holder. The Option Holder, by the acceptance
hereof. represents and acknowledges that because of Option Holder's relationship
with the Company, the Option Holder has available full information concerning
the Company's affairs. Further, unless the Note is covered by a currently
effective Registration Statement filed under the Securities Act of 1933, the
Option Holder agrees that before the Option Holder purchases the Note pursuant
to this Option, the Option Holder will represent to the Company in writing that
such Note is being purchased for purposes other than of distribution, that the
Note will constitute restricted securities as defined in Rule 144 promulgated
pursuant to the Securities Act of 1933, as amended, and the Option Holder agrees
that the Note may be stamped with a legend substantially as follows:
"The securities represented by this certificate may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Securities Act of 1933 (the "Act"), or
pursuant to an exemption from registration under the Act, the availability
of which is to be established to the satisfaction of the Company."
5. Amendments. This Option may not be amended, altered, or dicontinued
which would impair the rights of the Option Holder under this Option unless the
Option Holder consents in writing to such amendment, alteration or
discontinuation.
6. Governing Law. This Option shall be construed in accordance with and
governed by the laws of the state of Colorado.
Dated: February 10, 2003
SEAL
COGNIGEN NETWORKS, INC.,
ATTEST: a Colorado corporation
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
AGREED TO BY OPTIONEES:
/s/ Xxxxx Xxxxx
