Addendum to Software License Agreement between M-Cube Corporation/Asia Glove, Inc. and Global Assets & Services, Inc.

Summary

This addendum modifies the Software License Agreement between M-Cube Corporation/Asia Glove, Inc. (Licensor) and Global Assets & Services, Inc. (Licensee). It specifies which direct expenses related to marketing, distribution, and service activities for the licensed software will be included when calculating license fees. The list of allowable expenses includes travel, promotion, consulting, and service activities. The parties agree to review and possibly revise this list and set limits on expenses after one year. The Licensor may audit these expenses upon request.

EX-10.2 3 exhibit102.txt Exhibit 10.2 ADDENDUM TO SOFTWARE LICENSE AGREEMENT This is an addendum to Software License Agreement ("the Agreement") between M-Cube Corporation/Asia Glove, Inc., Japanese corporations (" Licensor") and Global Assets & Services, Inc., ("Licensee") to market, copy and distribute the software program related documentation ("Software") defined in the Exhibit A in the Agreement. Under Item 2 of the Agreement (License Fees), "the list of direct expense" must be finalized before issuance of the shares of common stock. The following is the list of direct expenses: All expense items listed here below are to be incurred in connection with the direct marketing, distribution and service activities for the Software. 1. Travel and lodging 2. Promotion/advertisement 3. Consulting on marketing /service strategies 4. Service activities (i.e. to bring qualified personnel of Licensor to solve user concerns). Such expense items will be included in the Report and Payment defined in the Section no. 3(a) under Terms and Conditions of the Agreement. Upon request from Licensor, the details of such expenses can be audited and reviewed by Licensor. The content of the list of the direct expense will be reviewed and changed after one (1) year from the Execution Date of the Agreement. Such changes will include certain limit as to amount of the direct expenses for the purpose of calculating License Fees. Licensor and Licensee agree to limit the direct expense amount for the aforementioned purpose. Since the first year operation may not reflect the long-term pattern of the direct expense in relation to the revenue, Licensor and Licensee agrees to revisit the content of the direct expense later. Approved By: Licensor: M-Cube Corporation Asia Glove, Inc. - -------------------- ---------------- /s/Mitsunobu Amazaki May 16, 2002 /s/Koki Nagashima May 16, 2002 - ------------------- ------------ ------------------- ------------ Mitsunobu Amazaki Date Koki Nagashima Date Licensee: Global Assets and Services, Inc. /s/Thomas L McCrimmon May 16, 2002 - --------------------- ------------ Thomas L. McCrimmon Date