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EXHIBIT 10.7
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
BETWEEN
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AND
eVENTURES GROUP, INC.
This Amendment to Nonqualified Stock Option Agreement (the
"Amendment") is made and entered into as of October 2, 2000 (the "Execution
Date") by and between eVentures Group, Inc. (the "Company"), a Delaware
corporation with its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ (▇▇▇▇▇) ▇. ▇▇▇▇▇▇▇▇ (the "Optionee"), an individual who
resides at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. This Amendment shall
amend that certain Nonqualified Stock Option Agreement (the "Agreement") dated
April 17, 2000, by and between the Company and the Optionee.
RECITALS
Whereas, the Company previously granted an option to the
Optionee to purchase 200,000 shares of the Company's common stock, with a par
value $.00002 per share, as set forth in the Agreement (the "Options").
Whereas, the Company and the Optionee now desire to amend the
terms of the Agreement to provide for accelerated vesting of the Options in the
event of a Change of Control (as hereinafter defined).
AGREEMENT
Now, therefore, in consideration of these premises and the
mutual covenants contained herein, the Company and the Optionee hereby agree as
follows:
1. Notwithstanding any provision to the contrary in the
Agreement, and subject to the approval by the Option Sub-Committee of the Board
of Directors of the Company, which approval must be made within 60 days from
the Execution Date, the Options will immediately vest and become fully
exercisable in the event of a Change of Control (as hereinafter defined). For
purposes of this Amendment, Change of Control will mean and include the
occurrence of any of the following events:
A. any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Act"),
(other than (i) Permitted Assignees (as hereinafter defined), (ii) the Company,
(iii) any trustee or other fiduciary holding securities under any employee
benefit plan of the Company, or (iv) any entity owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of common stock of the Company) is or becomes the "beneficial
owner," as such term is defined in Rule 13d-3 of the Act, directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities. For
purposes of this Amendment, "Permitted Assignees" will mean and include the
holders of the equity securities, whether voting or non-voting, of any
stockholder of the Company owning
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more than 15% of the Company on the date immediately after the Execution Date,
so long as the voting power and disposition authority with respect to the
securities of such holders are held, directly or indirectly, by any two or
three of the following individuals: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇;
B. during any period of two consecutive years,
individuals who, at the beginning of such period, constitute the Board of
Directors of the Company and any new director (other than a director designated
by a person who has entered into an agreement with the Company to affect a
transaction described in Subsections A, C, or D of Section 1 of this Amendment)
whose election by the Board of Directors of the Company or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at
least a majority of the Board of Directors of the Company;
C. a merger or consolidation of the Company
with any other entity, other than a merger or consolidation that would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities in the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
D. the stockholders of the Company approve a
plan of complete liquidation of the Company or the sale or disposition by the
Company of assets where the proceeds therefrom are not retained by the Company,
whether in a single transaction or a series of related transactions, that
result in a 66 2/3% or greater decline in the enterprise value of the Company,
valued based on the weighted average fair market value of any outstanding class
of stock of the Company, plus the book value of the outstanding indebtedness of
the Company.
2. All other provisions of the Agreement will remain in full
force and effect as originally written.
3. This Amendment will be effective as of September 25, 2000;
provided, however, that if the Option Sub-Committee of the Board of Directors
of the Company does not approve the terms of Section 1 hereof within 60 days
from the Execution Date, this Amendment shall be terminated.
[Signature Page Follows]
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In witness whereof, the Company and the Optionee hereby
execute this Amendment on the date first set forth above.
COMPANY
eVentures Group, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
and Chairman of the Board
OPTIONEE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ (▇▇▇▇▇) ▇. ▇▇▇▇▇▇▇▇
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