Exhibit
    10.2

    GURU
      INTERNATIONAL, INC.

    


    CONSULTING
      AGREEMENT

     

    


    This
      Consulting Agreement (“Agreement”) is made and entered into as of the
      27th
      day of
      April, 1999 by and between Guru International, Inc. and its subsidiaries (the
      “Company”), and Rivington Investments N.V. (“Consultant”). The Company desires
      to retain Consultant as an independent contractor to perform consulting services
      for the Company and Consultant is willing to perform such services, on terms
      set
      forth more fully below. In consideration of the mutual promises contained
      herein, the parties agree as follows:

    


    1.
      SERVICES
      AND COMPENSATION

    


    (a) Consultant
      agrees to perform for the Company the services (“Services”) described in Exhibit
      A, attached hereto.

     

    (b) The
      Company agrees to pay Consultant the compensation set forth in Exhibit A for
      the
      performance of the Services. 

    


    2.
      CONFIDENTIALITY

    


    (a) Definition.
      “Confidential Information” means any Company proprietary information, technical
      data, trade secrets or know-how, including, but not limited to, research,
      product plans, products, services, customers, customer lists, markets, software,
      developments, inventions, processes, formulas, technology, designs, drawings,
      engineering, hardware configuration information, marketing, finances or other
      business information disclosed by the Company either directly or indirectly
      in
      writing, orally or by drawings or inspection of parts or equipment.

    


    (b) Non-Use
      and Non-Disclosure.
      Consultant will not, during or subsequent to the term of this Agreement, use
      the
      Company’s Confidential Information for any purpose whatsoever other than the
      performance of the Services on behalf of the Company or disclose the Company’s
      Confidential Information to any third party. It is understood that said
      Confidential Information shall remain the sole property of the Company.
      Consultant further agrees to take all reasonable precautions to prevent any
      unauthorized disclosure of such Confidential Information including, but not
      limited to, having each employee of Consultant, if any, with access to any
      Confidential Information, execute a nondisclosure agreement containing
      provisions in the Company’s favor identical to Sections 2, 3 and 4 of this
      Agreement. Confidential Information does not include information which (i)
      is
      known to Consultant at the time of disclosure to Consultant by the Company
      as
      evidenced by written records of Consultant, (ii) has become publicly known
      and
      made generally available through no wrongful act of Consultant, or (iii) has
      been rightfully received by Consultant from a third party who is authorized
      to
      make such disclosure. Without the Company’s prior written approval, Consultant
      will not directly or indirectly disclose to anyone the existence of this
      Agreement or the fact that Consultant has this arrangement with the Company.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Former
      Employer’s Confidential Information.
      Consultant agrees that Consultant will not, during the term of this Agreement,
      improperly use or disclose any proprietary information or trade secrets of
      any
      former or current employer or other person or entity with which Consultant
      has
      an agreement or duty to keep in confidence information acquired by Consultant,
      if any, and that Consultant will not bring onto the premises of the Company
      any
      unpublished document or proprietary information belonging to such employer,
      person or entity unless consented to in writing by such employer, person or
      entity. Consultant will indemnify the Company and hold it harmless from and
      against all claims, liabilities, damages and expenses, including reasonable
      attorneys fees and costs of suit, arising out of or in connection with any
      violation or claimed violation of a third party’s rights resulting in whole or
      in part from the Company’s use of the work product of Consultant under this
      Agreement.

     

    (d) Third
      Party Confidential Information.
      Consultant recognizes that the Company has received and in the future will
      receive from third parties their confidential or proprietary information subject
      to a duty on the Company’s part to maintain the confidentiality of such
      information and to use it only for certain limited purposes. Consultant agrees
      that Consultant owes the Company and such third parties, during the term of
      this
      Agreement and thereafter, a duty to hold all such confidential or proprietary
      information in the strictest confidence and not to disclose it to any person,
      firm or corporation or to use it except as necessary in carrying out the
      Services for the Company consistent with the Company’s agreement with such third
      party. 

    


    (e) Return
      of Materials.
      Upon
      the termination of this Agreement, or upon Company’s earlier request, Consultant
      will deliver to the Company all of the Company’s property or Confidential
      Information that Consultant may have in Consultant’s possession or control.


    


    3.
      OWNERSHIP

    


    (a) Assignment.
      Consultant agrees that all copyrightable material, notes, records, drawings,
      designs, inventions, improvements, developments, discoveries and trade secrets
      (collectively, “Inventions”) conceived, made or discovered by Consultant, solely
      or in collaboration with others, during the period of this Agreement which
      relate in any manner to the business of the Company that Consultant may be
      directed to undertake, investigate or experiment with, or which Consultant
      may
      become associated with in work, investigation or experimentation in the line
      of
      business of Company in performing the Services hereunder are the sole property
      of the Company. Consultant further agrees to assign (or cause to be assigned)
      and does hereby assign fully to the Company all Inventions and any copyrights,
      patents, mask work rights or other intellectual property rights relating
      thereto. 

     

    (b) Further
      Assurances.
      Consultant agrees to assist Company, or its designee, at the Company’s expense,
      in every proper way to secure the Company’s rights in the Inventions and any
      copyrights, patents, mask work rights or other intellectual property rights
      relating thereto in any and all countries, including the disclosure to the
      Company of all pertinent information and data with respect thereto, the
      execution of all applications, specifications, oaths, assignments and all other
      instruments which the Company shall deem necessary in order to apply for and
      obtain such rights and in order to assign and convey to the Company, its
      successors, assigns and nominees the sole and exclusive right, title and
      interest in and to such Inventions, and any copyrights, patents, mask work
      rights or other intellectual property rights relating thereto. Consultant
      further agrees that Consultant’s obligation to execute or cause to be executed,
      when it is in Consultant’s power to do so, any such instrument or papers shall
      continue after the termination of this Agreement. 

    


    
      
        
        

      

      
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    (c) Pre-Existing
      Materials.
      Consultant agrees that if in the course of performing the Services, Consultant
      incorporates into any Invention developed hereunder any invention, improvement,
      development, concept, discovery or other proprietary information owned by
      Consultant or in which Consultant has an interest, (i) Consultant shall inform
      Company, in writing before incorporating such invention, improvement,
      development, concept, discovery or other proprietary information into any
      Invention; and (ii) the Company is hereby granted and shall have a nonexclusive,
      royalty-free, perpetual, irrevocable, worldwide license to make, have made,
      modify, use and sell such item as part of or in connection with such Invention.
      Consultant shall not incorporate any invention, improvement, development,
      concept, discovery or other proprietary information owned by any third party
      into any Invention without Company’s prior written permission. 

    


    (d) Attorney
      in Fact.
      Consultant agrees that if the Company is unable because of Consultant’s
      unavailability, dissolution, mental or physical incapacity, or for any other
      reason, to secure Consultant’s signature to apply for or to pursue any
      application for any United States or foreign patents or mask work or copyright
      registrations covering the Inventions assigned to the Company above, then
      Consultant hereby irrevocably designates and appoints the Company and its duly
      authorized officers and agents as Consultant’s agent and attorney in fact, to
      act for and in Consultant’s behalf and stead to execute and file any such
      applications and to do all other lawfully permitted acts to further the
      prosecution and issuance of patents, copyright and mask work registrations
      thereon with the same legal force and effect as if executed by Consultant.
      

     

    4.
      CONFLICTING
      OBLIGATIONS

    


    Consultant
      certifies that Consultant has no outstanding agreement or obligation that is
      in
      conflict with any of the provisions of this Agreement, or that would preclude
      Consultant from complying with the provisions hereof, and further certifies
      that
      Consultant will not enter into any such conflicting agreement during the term
      of
      this Agreement.

    


    5.
      TERM
      AND TERMINATION

     

    (a) Term.
      This
      Agreement will commence on the date first written above and will continue until
      the earlier of (i) final completion of the Services or (ii) termination as
      provided below.

    


    
      
        
        

      

      
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    (b) Termination.
      The
      Company may terminate this Agreement upon giving two weeks prior written notice
      thereof to Consultant. Any such notice shall be addressed to Consultant at
      the
      address shown below or such other address as either party may notify the other
      of and shall be deemed given upon delivery if personally delivered, or
      forty-eight (48) hours after deposited in the United States mail, postage
      prepaid, registered or certified mail, return receipt requested. The Company
      may
      terminate this Agreement immediately and without prior notice if Consultant
      refuses to or is unable to perform the Services or is in breach of any material
      provision of this Agreement. 

    


    (c) Survival.
      Upon
      such termination all rights and duties of the parties toward each other shall
      cease except:

    


    (i) that
      the
      Company shall be obliged to pay, within thirty (30) days of the effective date
      of termination, all amounts owing to Consultant for Services completed and
      accepted by the Company prior to the termination date and related expenses,
      if
      any, in accordance with the provisions of Section 1 (Services and Compensation)
      hereof and

    


    (ii)
      Sections 2 (Confidentiality), 3 (Ownership) and 7 (Independent Contractors)
      shall survive termination of this Agreement. 

     

    6.
      ASSIGNMENT

    


    Neither
      this Agreement nor any right hereunder or interest herein may be assigned or
      transferred by Consultant without the express written consent of the
      Company.

    


    7.
      INDEPENDENT
      CONTRACTOR

    


    It
      is the
      express intention of the parties that Consultant is an independent contractor.
      Nothing in this Agreement shall in any way be construed to constitute Consultant
      as an agent, employee or representative of the Company, but Consultant shall
      perform the Services hereunder as an independent contractor. Consultant agrees
      to furnish (or reimburse the Company for) all tools and materials necessary
      to
      accomplish this contract, and shall incur all expenses associated with
      performance, except as expressly provided on Exhibit A of this Agreement.
      Consultant acknowledges and agrees that Consultant is obligated to report as
      income all compensation received by Consultant pursuant to this Agreement,
      and
      Consultant agrees to and acknowledges the obligation to pay all self-employment
      and other taxes thereon. Consultant further agrees to indemnify and hold
      harmless the Company and its directors, officers, and employees from and against
      all taxes, losses, damages, liabilities, costs and expenses, including
      attorney’s fees and other legal expenses, arising directly or indirectly from
      (i) any negligent, reckless or intentionally wrongful act of Consultant or
      Consultant’s assistants, employees or agents, (ii) a determination by a court or
      agency that the Consultant is not an independent contractor, or (iii) any breach
      by the Consultant or Consultant’s assistants, employees or agent sof any of the
      covenants contained in this Agreement.

    


    8.
      BENEFITS

    


    
      
        
        

      

      
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    Consultant
      acknowledges and agrees and it is the intent of the parties hereto that
      Consultant receive no Company-sponsored benefits from the Company either as
      a
      Consultant or employee. Such benefits include, but are not limited to, paid
      vacation, sick leave, medical insurance, and 401(k) participation. If Consultant
      is reclassified by a state or federal agency or court as an employee, Consultant
      will become a reclassified employee and will receive no benefits except those
      mandated by state or federal law, even if by the terms of the Company’s benefit
      plans in effect at the time of such reclassification Consultant would otherwise
      be eligible for such benefits.

    


    9.
      ARBITRATION
      AND EQUITABLE RELIEF

    


    (a)
      Disputes.
      Except
      as provided in Section 9(d) below, the Company and Consultant agree that any
      dispute or controversy arising out of, relating to or in connection with the
      interpretation, validity, construction, performance, breach or termination
      of
      this Agreement shall be settled by binding arbitration to be held in San
      Francisco County, California, in accordance with the Commercial Arbitration
      Rules, supplemented by the Supplemental Procedures for Large Complex Disputes,
      of the American Arbitration Association as then in effect (the “Rules”). The
      arbitrator may grant injunctions or other relief in such dispute or controversy.
      The decision of the arbitrator shall be final, conclusive and binding on the
      parties to the arbitration. Judgment may be entered on the arbitrator’s decision
      in any court of competent jurisdiction.

    


    (b)
      Consent
      to Personal Jurisdiction.
      The
      arbitrator(s) shall apply California law to the merits of any dispute or claim,
      without reference to conflicts of law rules. Consultant hereby consents to
      the
      personal jurisdiction of the state and federal courts located in California
      for
      any action or proceeding arising from or relating to this Agreement or relating
      to any arbitration in which the parties are participants.

    


    (c)
      Costs.
      The
      Company and Consultant shall each pay one-half of the costs and expenses of
      such
      arbitration, and each shall separately pay its counsel fees and expenses unless
      otherwise required by law.

    


    (d)
      Equitable
      Relief.
      The
      parties may apply to any court of competent jurisdiction for a temporary
      restraining order, preliminary injunction, or other interim or conservatory
      relief, as necessary, without breach of this arbitration agreement and without
      abridgment of the powers of the arbitrator.

    


    (e)
      Acknowledgment.
      CONSULTANT HAS READ AND UNDERSTANDS SECTION 9, WHICH DISCUSSES ARBITRATION.
      CONSULTANT UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, CONSULTANT AGREES TO
      SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
      AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH
      OR
      TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION
      9
      (d), AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF CONSULTANT'S
      RIGHT
      TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
      ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

    


    
      
        
        

      

      
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    10.
      GOVERNING
      LAW

     

    This
      Agreement shall be governed by the internal substantive laws, but not the choice
      of law rules, of the State of California.

    


    11.
      ENTIRE
      AGREEMENT

    


    This
      Agreement is the entire agreement of the parties and supersedes any prior
      agreements between them, whether written or oral, with respect to the subject
      matter hereof. No waiver, alteration, or modification of any of the provisions
      of this Agreement shall be binding unless in writing and signed by duly
      authorized representatives of the parties hereto.

    


    12.
      ATTORNEY’S
      FEES

    


    In
      any
      court action at law or equity which is brought by one of the parties to enforce
      or interpret the provisions of this Agreement, the prevailing party will be
      entitled to reasonable attorney’s fees, in addition to any other relief to which
      that party may be entitled.

    


    13.
      SEVERABILITY

    


    The
      invalidity or unenforceability of any provision of this Agreement, or any terms
      thereof, shall not affect the validity of this Agreement as a whole, which
      shall
      at all times remain in full force and effect.

    


    14.
      COUNTERPARTS

    


    This
      agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one instrument.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


            RIVINGTON
      INVESTMENT
      N.V.

    


            By:
/s/
      EQUITY TRUST (CURACAO) N.V.

    


            Title:
Managing
      Director

    


            Address:
      Scharlcoweg
      Bl, PO Box 5

            Curacao,
      Netherlands
      Antil

    


            GURU
      INTERNATIONAL,
      INC.

    


            By:_________________________

    


            Title:________________________

    


            Address:_____________________

    


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


            RIVINGTON
      INVESTMENTS
      N.V.

    


            By:
      _________________________

    


            Title:
      ________________________

    


            Address:
      _____________________

    


    


            GURU
      INTERNATIONAL,
      INC.

            By:
Robert
      S. 

    


            Title:
Chairman

    


            Address:
Jerusalem
      Tech. Park, Israel

    


    


    
      
        
        

      

      
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    EXHIBIT
      A

     

     

    SERVICES
      AND COMPENSATION

    


    1.
       Contact.
      Consultant’s principal Company contact:

    Name:
      EQUITY
      TRUST (CURACAO) N.V.

    Title:
      MANAGING
      DIRECTOR

    


    
      	 	
              2.

            	
              Services.
                Consultant will render to the Company the following
                Services;

            


    

    


    Consultant
      will be available for at least 4 hours per month for the purpose of providing
      strategic business planning and product critique.
      ______________________________________________________________________________________________________________________________

    


    
      	 	
              3.

            	
              Compensation.

            


    

    


    (a) The
      unvested portion of all stock options held by Consultant under the Stock Option
      Agreement between the Company and Consultant, dated ___, 1999 (the “Option
      Agreement”), shall vest during the term of this Agreement according to the
      vesting schedule set forth in the Option Agreement. Any vested stock options
      held by Consultant shall remain exercisable until 90 days after the termination
      of this Agreement.

    


    (c) The
      Company shall reimburse Consultant for all reasonable travel and living expenses
      incurred by Consultant in performing Services pursuant to this Agreement,
      provided Consultant receives written consent from an authorized agent of the
      Company prior to incurring such expenses.

    


    (d) Consultant
      shall submit all statements for services and expenses in a form prescribed
      by
      the Company every two weeks and such statement shall be approved by the contact
      person listed above or other designated agent of the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    GURU
      INTERNATIONAL, INC.

    


    STOCK
      OPTION AGREEMENT

    


    THIS
      STOCK OPTION AGREEMENT (the “Agreement”) is made as of April 27, 1999 between
      Guru International, Inc., a Delaware corporation (the “Company”), and Rivington
      Investment, N.V. (the “Optionee”).

    


    1.
       Grant
      of Option.
      The
      Company hereby grants to the Optionee an option (the “Option”) to purchase
      50,000 shares (“Shares”) of the Company’s common stock (“Common Stock”) at an
      exercise price of $0.05 per Share (the “Exercise Price”). This Option is no
      intended to be an incentive stock option within the meaning of Section 4.2
      of
      the Internal Revenue Code of 1986, as amended (the “Code”).

    


    2.
       Vesting
      Schedule.
      This
      Option may be exercised, in whole or in part, in accordance within the following
      schedule:

    


    1/24th
      of the
      Shares subject to the Option shall vest each month after the date of grant,
      subject to Optionee’s continued consultancy with the Company.

    


    3. Method
      of Exercise.
      This
      Option is exercisable by delivery of an exercise notice, in the form attached
      as
      Exhibit A (the “Exercise Notice”), which shall state the election to exercise
      the Option, the number of Shares in respect of which the Option is being
      exercised (the “Exercised Shares”), and such other representations and
      agreements as may be required by the Company. The Exercise Notice shall be
      completed by the Optionee and shall be delivered to Secretary of the Company.
      The Exercise Notice shall be accompanied by payment of the aggregate Exercise
      Price as to all Exercised Shares. This Option shall be deemed to be exercised
      upon receipt by the Company of such fully executed Exercise Notice accompanied
      by such aggregate Exercise Price.

    


    No
      Shares
      shall be issued pursuant to the exercise of this Option unless such issuance
      and
      exercise complies with applicable law. Assuming such compliance, for income
      tax
      purposes the Exercised Shares shall be considered transferred to the Optionee
      on
      the date the Option is exercised with respect to such Exercised
      Shares.

    


    4. Term
      of Option.
      Subject
      to earlier termination as specified herein, this Option may be exercised until
      April 27, 2009, after which this Option shall terminate.

     

    
      
        5.
          Termination
          of Relationship.

      

    

    


    (a) In
      the
      event of termination of Optionee’s status as a consultant of the Company for
      Cause (as defined below), this Option may be exercised for a period of ninety
      (90) days after the date of such termination (but in no event later than the
      expiration date of this Option as set forth in Section 4 above) to the extent
      that the Option is vested on the date of such termination. To the extent that
      Optionee does not exercise this Option within the time specified herein, the
      Option shall terminate.

     

    Board
      and
      give the Optionee the right to exercise his or her Option as to any unexercised,
      vested part of the Optioned Stock.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (b)
        In
        the event of termination of Optionee's status as a consultant of the Company
        for
        any reason other than for Cause, the Optionee shall fully vest in and have
        the
        right to exercise the Option as to all of the Shares, including Shares as
        to
        which it would not otherwise be vested or exercisable for a period of ninety
        (90) days after the date of such termination (but in no event later than
        the
        expiration date of this Option as set forth in Section 4 above). To the extent
        that Optionee does not exercise this Option within the time specified herein,
        the Option shall terminate.

       

      (c)
        For the purposes of this Section 3, "Cause" shall mean any of the
        following:

       

      (i)
        any material breach of the Consulting Agreement dated the date hereof
        between the Company and Optionee (the "Consulting Agreement") by Optionee
        or
        Optionee's representatives performing on behalf of Optionee as consultant
        to the
        Company (Optionee or such representatives, the "Consultant");

       

      (ii)
        inability of Consultant to perform under the Consulting
        Agreement;

       

      (iii)
        a willful act by Consultant which constitutes gross misconduct and
        which is injurious to the Company;

       

      (iv)
        continued violations by the Consultant of Consultant's obligations
        under the Consulting Agreement after there has been delivered to the Consultant
        a written demand for performance from the Company which describes the basis
        for
        the Company's belief that the Consultant has not substantially performed
        its
        duties as the Company's consultant;

       

      (v)
        any material act of personal dishonesty involving the in connection
        with its responsibilities as a Consultant to the Company; or

       

      (vi)
        the conviction or plea of guilty or nolo contendere to a
        felony of Consultant which the Company's Board of Directors reasonably believes
        had or will have a material detrimental effect on the Company's reputation
        or
        business.

       

      6.
Optionee's
        Representations. In the event the Shares have not
        been registered under the Securities Act of 1933, as amended (the "Securities
        Act"), at the time this Option is exercised, the Optionee shall, if required
        by
        the Company, concurrently with the exercise of all or any portion of this
        Option, deliver to the Company his Investment Representation Statement in
        the
        form attached hereto as Exhibit B.

       

      7.
Lock-Up
        Period. Optionee hereby agrees that, if so requested by
        the Company or any representative of the underwriters (the "Managing
        Underwriter") in connection with any registration of the offering of any
        securities of the Company under the Securities Act, Optionee shall not sell
        or
        otherwise transfer any Shares or other securities of the Company during the
        180-day period (or such other period as may be requested in writing by the
        Managing Underwriter and agreed to in writing by the Company) (the "Market
        Standoff Period") following the effective date of a registration statement
        of
        the Company filed under the Securities Act. Such restriction shall apply
        only to
        the first registration statement of the Company to become effective under
        the
        Securities Act that includes securities to be sold on behalf of the Company
        to
        the public in an underwritten public offering of the Securities Act. The
        Company
        may impose stop-transfer instructions with respect to securities subject
        to the
        foregoing restrictions until the end of such Market Standoff
        Period.

       

      8.
Method
        of Payment. Payment of the aggregate Exercise Price
        shall be by any of the following, or a combination thereof, at the election
        of
        the Optionee:

       

      (a)
        cash; or

       

      (b)
        check; or

       

      (c)
        surrender of other shares of Common Stock of the Company which (i) in
        the case of Shares acquired pursuant to the exercise of a Company option,
        have
        been owned by the Optionee for more than six (6) months on the date of
        surrender, and (ii) have a fair market value (as determined by the Board
        of
        Directors of the Company (the "Board") in good faith) ("Fair Market Value")
        on
        the date of surrender equal to the Exercise Price of the Shares as to which
        the
        Option is being exercised;, or

       

      (d)
        to the extent permitted by the Board, delivery of a properly executed
        exercise notice together with such other documentation as the Board and the
        broker, if applicable, shall require to effect an exercise of the Option
        and
        delivery to the Company of the sale or loan proceeds required to pay the
        Exercise Price.

       

      9.
Non-Transferability
        of Option. This Option may not be
        transferred in any manner and may be exercised during the lifetime of Optionee
        only by the Optionee. The terms of this Agreement shall be binding upon the
        executors, administrators, heirs, successors and assigns of the
        Optionee.

       

      10.
Adjustments
        Upon Changes in Capitalization, Dissolution, Merger or
        Asset Sale.

       

      (a)
Changes
        in Capitalization. Subject to any required action by
        the stockholders of the Company, the number of shares of Common Stock covered
        by
        this Option, as well as the price per share of Common Stock covered by this
        Option, shall be proportionately adjusted for any increase or decrease in
        the
        number of issued shares of Common Stock resulting from a stock split, reverse
        stock split, stock dividend, combination or reclassification of the Common
        Stock, or any other increase or decrease in the number of issued shares of
        Common Stock effected without receipt of consideration by the Company; provided,
        however, that conversion of any convertible securities of the Company shall
        not
        be deemed to have been "effected without receipt of consideration." Such
        adjustment shall be made by the Board, whose determination in that respect
        shall
        be final, binding and conclusive. Except as expressly provided herein, no
        issuance by the Company of shares of stock of any class, or securities
        convertible into shares of stock of any class, shall affect, and no adjustment
        by reason thereof shall be made with respect to, the number or price of shares
        of Common Stock subject to this Option.

       

      (b)
Dissolution
        or Liquidation. In the event of the proposed
        dissolution or liquidation of the Company, to the extent that this Option
        has
        not been previously exercised, it will terminate immediately prior to the
        consummation of such proposed action. The Board may, in the exercise of its
        sole
        discretion in such instances, declare that this Option shall terminate as
        of a
        date fixed by the Board and give the Optionee the right to exercise his or
        her
        Option as to any unexercised, vested part of the Optioned Stock.

       

      (c) Merger,
        Acquisition, or Asset Sale.
        (i) In
        the event of a merger of the Company with or into another corporation, an
        acquisition of all or substantially all of the shares of the Company, or the
        sale of substantially all of the assets of the Company (each such event,
        a
“Transaction”), each outstanding Option shall be assumed on an equivalent
        option or right substituted by the successor corporation or a parent or
        subsidiary of the successor corporation. In the event that the successor
        corporation refuses to assume or substitute for the Option, the Optionee
        shall
        fully vest in and have the right to exercise the Option as to all of the
        Shares,
        including Shares as to which it would not otherwise be vested or exercisable.
        If
        an Option or Stock Purchase Right becomes fully vested and exercisable in
        lieu
        of assumption or substitution in the event of a Transaction, the Administrator
        shall notify the Optionee in writing or electronically that the Option shall
        be
        fully exercisable for a period of fifteen (15) days from the date of such
        notice, and the Option or Stock Purchase Right shall terminate upon the
        expiration of such period. For the purposes of this paragraph, the Option
        shall
        be considered assumed if, following a Transaction, the option or right confers
        the right to purchase or receive, for each Share of Optioned Stock subject
        to
        the Option or Stock Purchase Right immediately prior to the Transaction,
        the
        consideration (whether stock cash, or other securities or property) received
        in
        the merger or sale of assets by holders of Common Stock for each Share held
        on
        the effective date of the Transaction (and if the holders were offered a
        choice
        of consideration, the type of consideration chosen by the holders of a majority
        of the outstanding Shares); provided, however, that if such consideration
        received in the Transaction is not solely common stock of the successor
        corporation or its parent, the Administrator may, with the consent of the
        successor corporation, provide for the consideration to be received upon
        the
        exercise of the Option, for each Share subject to the Option, to be solely
        common stock of the successor corporation or its parent equal in fair market
        value to the per share consideration by holders of Common Stock in the merger
        or
        sale of assets.

    

    


    11. Tax
      Consequences.
      Some of
      the federal tax consequences relating to the exercise and disposition of this
      Option, as of the date of this Option are set forth below. THIS SUMMARY IS
      NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
      THE OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR
      DISPOSING OF THE SHARES.

    


    (a) Exercising
      the Option.
      The
      Optionee may incur regular federal income tax liability upon exercise of the
      Option. The Optionee will be treated as having received compensation income
      (taxable at ordinary income tax rates) equal to the excess, if any, of the
      Fair
      Market Value of the Exercised Shares on the date of exercise over their
      aggregate Exercise Price. If the Optionee is an employee or a former employee,
      the Company will be required to withhold from his compensation or collect from
      Optionee and pay to the applicable taxing authorities an amount in cash equal
      to
      a percentage of this compensation income at the time of exercise, any may refuse
      to honor the exercise and refuse to deliver Shares if such withholding amounts
      are not delivered at the time of exercise.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Disposition of Shares. If the Optionee holds Shares acquired upon
      exercise of the Option for at least one year, any gain realized on disposition
      of the Shares will be treated as long-term capital gain for federal income
      tax
      purposes.

     

    12.
Entire
      Agreement Governing Law. This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and supersedes in its entirety all prior undertakings
      and
      agreements of the Company and Options with respect to the subject matter hereof,
      and may not be modified except by means of a writing signed by the Company
      and
      Optionee. This Agreement is governed by the internal substantive laws, but
      not
      the choice of law rules, of California.

     

    13.
NO
      GUARANTEE OF CONTINUED SERVICE. OPTIONEE
      ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
      SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICES AS A CONSULTANT
      OF THE COMPANY AS PROVIDED HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
      THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
      SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
      CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR
      ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
      COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIPS AS AN EMPLOYEE OR
      CONSULTANT AT ANY TIME, WITH OR WITHOUT CAUSE.

     

    By
      your signature and the signature of the Company's
      representative below, you and the Company agree that this Option is granted
      under and governed by the terms and conditions of this Agreement. Optionee
      has
      reviewed this Agreement in its entirety, has had an opportunity to obtain the
      advice of counsel prior to executing this Agreement and fully understands all
      provisions of this Agreement. Optionee further agrees to notify the Company
      upon
      any change in the residence address indicated below.

     

    
      	
              OPTIONEE/

              RIVINGTON
                INVESTMENTS N.V.

            	 	 	GURU
              INTERNATIONAL, INC.
	 	 	 	 
	 	 	 	 
	/s/ 	 	 	/s/ Robert
              S.
              Rosenschein
	
              
Signature	 	 	
              
By
	
              EQUITY
                TRUST (CURACAO) N.V.

              Managing
                Director

            	 	 	 
	 	 	 	Chairman
	
              
                

              

              Print
                Name

              
Scharloowag B1, P.O. Box 504

              Curacao, Netherlands Antilles

              
                

              

              Residence Address

               

              
                
 

            	 	 	
              
                
Title: