ex10-2.htm


    Exhibit
10.2

     

    DATAMEG
CORPORATION

    OPTION
AGREEMENT

    


    


    This
Option Agreement dated January 1, 2007 (the "Agreement") sets forth the terms
under which,

    


    NAME:
Dan Ference, a QoVox Corporation employee,

    


    (the
"Subscriber"), in consideration of his services rendered or to be rendered as
more fully described in “Vesting” to Datameg Corporation, a Delaware corporation
(the "Company") or to QoVox Corporation (“QoVox”), Datameg Corporation's wholly
owned subsidiary, is granted options to purchase shares of the Company's Common
Stock.

    


    WHEREAS, the Company has
engaged the subscriber to perform certain services in connection with QoVox
operations pursuant to an Employment Agreement dated January 1, 2007 (the
“Employment Agreement”);

    


    NOW THEREFORE, in connection
therewith, the parties set forth hereafter their understanding and
agreement:

    


    THIS
AGEEMENT DOES NOT CONSTITUTE AN OFFER (A) BY ANYONE IN ANY JURISDICTION IN WHICH
THE COMPANY IS NOT QUALIFIED TO MAKE SUCH AN OFFER; (B) TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH AN OFFER; OR (C) IN ANY JURISDICTION IN WHICH SUCH AN
OFFER WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION OF THE SECURITIES
DEFINED BELOW.

    


    THE
OPTIONS AND THE SHARES OF THE COMPANY'S COMMON STOCK SUBJECT TO SUCH OPTIONS,
SOMETIMES REFERRED TO HEREIN AS THE "SECURITIES", HAVE NOT BEEN REGISTERED UNDER
THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES
LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON CERTAIN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISION (THE "COMMISSION") AND NO REGULATORY BODY HAS PASSED UPON OR ENDORSED
THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS AGREEMENT OR THE SHARES. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIBERS MUST RELY ON THEIR OWN
EXAMINATION OF THIS AGREEMENT AND AVAILABLE INFORMATION CONCERNING THE OFFERING,
INCLUDING THE MERITS OF, AND RISKS INVOLVED IN ACQUIRING THE SECURITIES. THE
SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE ACT
AND UNDER APPLICABLE STATE SECURITIES LAW OR WHERE EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

    


    By
executing this Agreement, the Subscriber acknowledges, accepts, and agrees to be
bound by all the terms contained in this Agreement.

    


    Grant of Options: In
consideration of the above, the Company grants to the Subscriber the option to
purchase Six Million Two Hundred Fifty Thousand (6,250,000) shares of the
Company's Common Stock (the "Shares") for the Option Price set forth below and
in accordance with the terms and conditions of this Agreement.

    


    Option Price: The exercise
purchase price of the Shares subject to the Options shall be:
$0.06/share.

    


    Vesting: Option vesting shall be as
follows:

    


    Six
Million Two Hundred Fifty Thousand (6,250,000) options shall vest upon execution
of the Employment Agreement, of even date herewith.

    


    Subscription
Procedure and Consideration for Shares:

    


    The
Subscriber hereby subscribes for the Options in consideration for the
Subscriber's services to the Company, as described above. Concurrent with
execution of this Agreement, Subscriber shall execute and deliver to the Company
a copy of this Agreement.

    


    Manner of Exercise: The
Options or any portions of the Options shall be exercised only in accordance to
the provisions of this Agreement. The person exercising the Options shall give
to the Company a written notice that shall (a) state the number of Shares with
respect to which the Options are being exercised; and (b) specify a date (other
than Saturday, Sunday or legal holiday) not more than ten days after the date of
such written notice, as the date on which the Shares will be purchased. Such
tender and conveyance shall take place at the principal office of the Company
during ordinary business hours, or at such other hour and place agreed upon by
the Company and the person or persons exercising the Option. On the date
specified in such written notice, the Company shall accept payment for the
Shares being purchased in cash, by bank or certified check, by wire transfer, or
by such other means as may be approved by the Company, and shall deliver to the
person or persons exercising the Options in exchange therefore an appropriate
certificate or certificates for fully paid non-assessable shares or undertake to
deliver certificates within a reasonable period of time. In the event of any
failure to take up and pay for the number of Shares specified in such written
notice on the date set forth therein (or on the extended date as provided
above), the right to exercise the Options shall terminate with respect to such
number of Shares, but shall continue with respect to the remaining Shares
covered by the Options and not yet acquired pursuant thereto.

    The
person who exercises the Option shall warrant to the Company that, at the time
of such exercise, such person is acquiring his or her Option Shares for
investment and not with a view to, or for, or in connection with, the
distribution of any such Shares, and shall make such other representations,
warranties, acknowledgements and affirmations, if any, as the Company may
require. In such event, the person acquiring such Shares shall be bound by the
provisions of an appropriate legend, which shall be endorsed upon the
certificate(s) evidencing his or her Shares issued pursuant to such exercise.
The Company may delay issuance of the Shares if completion of any corporate
action or required consent is not obtained that the Company deems necessary
under any applicable federal or state laws (including and without limitation to
state securities or "blue sky" laws).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Conditions to Issuance of Stock
Certificates: The share of stock deliverable upon the exercise of the
Option, or any portion thereof, may be previously authorized, but issued or
un-issued shares, which have been reacquired by the Company. Such shares shall
be fully paid and non-assessable, but may be subject to federal stock legend
restrictions as required by law.

    


    Rights of Shareholders: The
Subscriber shall not be, nor have any of the rights or privileges of a
shareholder of the Company in respect to any shares purchasable upon exercise of
any part of the Options unless and until certificates representing such shares
have been issued by the Company to the Subscriber.

    


    Exercise and Duration: Except
as specified below, the Options may be exercised at any time until their
expiration on December 31, 2009. Notwithstanding the foregoing, in the case of
the Subscriber's death, the Options shall expire on the one-year anniversary of
the Subscriber's death.

    


    These
stock options are being granted by the Company as compensation for current and
or future services provided under engagement agreements or employment agreements
with the Company or QoVox Corporation. In the event that the Company or QoVox
Corporation terminates the service engagement or employment of the subscriber
for cause, all unexercised stock options will be deemed forfeit. In the event
that the subscriber self terminates the services or employment of the subscriber
for any reason, all unvested stock options as of the date of the termination of
the services will be deemed forfeit and the subscriber shall have 60 days or the
expiration date stated above, which ever comes first, to exercise any vested
stock options. In the event that the Company or QoVox Corporation terminates the
services or employment of the subscriber for lack of cause, all unvested stock
options as of the date of the termination of the services will be deemed forfeit
and the subscriber shall have 60 days or the expiration date stated above, which
ever comes first, to exercise any vested stock options.

    


    Transfer of
Option:   Unless otherwise permitted by applicable law and
approved in advance by the Company in its sole discretion, the Option shall not
be transferable by the Subscriber and shall be exercisable during the
Subscriber's lifetime, only by such Subscriber or his or her guardian or legal
representative in the event of the Subscriber's incapacity. Except as otherwise
permitted herein, the Option shall not be assigned, pledged, hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment,  or similar
process  and  any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
thereunto contrary to the provisions of this Paragraph, or the levy of any
attachment or similar process shall be null and void. This Paragraph shall not
however prevent transfers by will or by the applicable laws of descent and
distribution.

    


    Shares to be Reserved: The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of stock as will be sufficient to satisfy the
requirements of this Agreement.

    


    Subscriber's Representations,
Warranties and Covenants: Concerning the Option and Underlying Shares,
the Subscriber, now and upon exercise, represents, warrants to and covenants
with the Company as the case may be as follows:

    


    The
Subscriber is purchasing the Securities solely for his or her own account, for
investment purposes only and not with an intent to divide its participation with
others, resell, or otherwise dispose of all or any part of such
investment.

    


    The
Subscriber will be the beneficial owner of the Securities standing in the
Subscriber's name.

    


    The
Subscriber has been furnished with the sufficient written and oral information
about the Company to allow it to make an informed investment decision prior to
purchasing the Investment and has been furnished access to any additional
information that it may require.

    


    The
Subscriber is fully familiar with the business proposed to be conducted by the
Company and with the Company's use and proposed use of the proceeds from the
sale of Securities.

    


    The
Subscriber has adequate means of providing for its current needs and
contingencies and has no need for liquidity in its Investment.

    


    The
Subscriber has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the
Investment.

    


    The
Subscriber is able to bear the economic risk of losing his or her entire
Investment.

    


    The
Subscriber has a pre-existing relationship with the Company or a member of its
Board of Directors, which enables Subscribers to be aware of the character and
general business and financial circumstances of the Offeror and its
management.

    


    The
Subscriber is knowledgeable and has experience concerning investments of the
type represented by the Investment.

    


    The
Subscriber's overall financial commitment to investments that are not readily
marketable is not disproportionate to its net worth and the Investment will not
cause its overall commitment to be excessive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Subscriber acknowledges and is aware that;

    


    (i) THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, OR BY STATE
SECURITIES AGENCY, THAT THE SECURITIES ARE A SPECULATIVE INVESTMENT WHICH
INVOLVE MATERIAL RISK OR LOSS OF THE SUBSCRIBERS ENTIRE INVESTMENT, AND THERE
ARE SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES; (ii) the
securities will not be and the subscriber has no right to require that the
securities be registered under the Act or under the Securities laws of any state
or jurisdiction and there will be no public market for the Securities; and (iii)
it may not be possible for the Subscriber to liquidate or transfer the
Securities.

    


    The
Subscriber agrees to hold the Company, its agents, managers, and their
respective successors and assigns harmless and to indemnify them against all
liabilities, costs and expenses incurred by them as a result of any sale or
distribution by the Subscriber in violation of the Act or any state securities
laws. All representations, warranties and indemnities made by the Subscriber
with reference to the Act shall be deemed to be equally applicable in connection
with all applicable state and securities laws.

    


    The
Subscriber understands that the Securities have not been registered under the
Act, or under any state exempt from registration. The Subscriber further
acknowledges that the reliance on such exemptions is in part based upon the
foregoing representations, warranties and covenants of the
Subscriber.

    


    Survival of Representations,
Warranties, Covenants and Agreements: The

    representations,
warranties, covenants and agreements contained herein shall survive the delivery
of and the payment for the securities.

    


    Notices: Any and all notices,
designations, consents, offers, acceptances or any other communication provided
for herein shall be given in writing and shall be either hand delivered or sent
by recognized overnight express courier service or by United States mail
(registered or certified, return receipt requested) to the parties at the
following addresses: (i) if to Company, in care of its President (or the
President's delegate in the case of the President's absence, Addressed to the
Company's principal place of business and (ii) if to the Subscriber, to the
address appearing below or to such other address as may be designated by the
Subscriber in writing in accordance with this Section. Notice shall be deemed
effective upon receipt or within Three (3) days after deposit in the United
States mail (properly addressed with postage prepaid thereon), whichever is
earlier.

    


    General Provisions: This
Agreement shall be binding upon and shall insure the benefit of the parties and
their respective successors, assigns, executors and administrators. This
Agreement and the respective and obligations of the parties may not be assigned
by any party without the prior written consent of the other. This Agreement
represents the entire understanding and agreement between the parties with
respect to the subject matter hereof and cannot be amended, supplemented or
modified except by an instrument in writing signed by the party against whom
enforcement of any such amendment, supplement or modification is sought. The
failure of any provision of this Agreement shall not be construed to be a waiver
by such party of any succeeding breach of such provision or a waiver by such
party of any breach of any other provision.

    


    Executed
and acknowledged by the Subscriber as of this 12th day
of January, 2007.

    


    SUBSCRIBER:

    


    Signature:
/s/ Dan
Ference                      

    Print
Name: Dan Ference

    


    Address:
_______________________

                Raleigh,
North Carolina, ________

    


    


    The
foregoing subscription for Options to purchase 6,250,000 Shares of Common Stock
of Datameg Corp., by Dan Ference is hereby accepted as of this ___ day of ___
20__.

    


    DATAMEG
CORPORATION

    


    


    By:/s/ James
Murphy                                 


         James
Murphy, President