EXHIBIT 10.2
ADDENDUM TO SERVICES AND LICENSE AGREEMENT
This Addendum (the "ADDENDUM") to the Services and License Agreement dated 24
February 2010, by and between ParagonEX Limited., a company incorporated under
the laws of British Virgin Islands ("PARAGONEX") and WGM Services Ltd.,
(formeraly Giona Trading Ltd.) a company incorporated under the laws of Cyprus
("WGM") (the "FIRST AGREEMENT"), and to the Services and License Agreement dated
November 18, 2009, by and between ParagonEX and B Option Ltd., a company
incorporated under the laws of the State of Israel ("B OPTION") (the "SECOND
Agreement"), is made as of the 24TH day of February, 2010.
WHEREAS ParagonEX and WGM entered the First Agreement and ParagonEX and B Option
entered the Second Agreement (the First Agreement and the Second Agreement shall
be referred to herein together as: the "AGREEMENTS"); and
WHEREAS the parties wish that this Addendum shall serve as an addendum to both
of the Agreements under the terms as provided herein;
NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements herein contained, the parties hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to them in the Agreements.
2. Notwithstanding section 10.3 to the First Agreement, it is agreed that any
marketing expenses which shall be borne by B Option shall be deemed as
marketing expenses made by WGM for the purpose of calculating the Marketing
Budget for the first 8 (eight) months from Commencement Date.
3. Notwithstanding section 14 to the Agreements, it is agreed that the
aggregate liability of WGM and B Option shall be calculate together and
that such liability shall not exceed together the amounts set out in
section 14 to the Agreements.
4. Notwithstanding the provisions of Appendix A' to the Agreements, it is
agreed that the amounts payable under such Appendix shall be payable by WGM
and B Option together and that WGM and B Option shall bear the costs set
out in such Appendix only once (i.e., for the purpose of such payments, WGM
and B Option shall be deemed as one entity who shall pay for the services
ordered only once). It is further agreed, that for the purpose of
calculating the Processing Fees, Monthly Minimum, Strategic Consulting
Services, Customization Services and other services to be provided under
such Appendix, WGM and B Option shall be deemed as one entity as far as it
concerns to the Revenues generated by these two entities and the services
provided by ParagonEX to these two entities.
5. All other terms and conditions of the Agreements shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the
date set forth above.
/s/ Xxxx Xxxxxx /s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
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PARAGONEX LIMITED WGM SERVICES LTD. B OPTION LTD.
