DATED 28th November 2000
(1) eDiets British Virgin Islands Inc.
(2) eDiets Europe Limited
TECHNOLOGY LICENCE AGREEMENT
Mason Hayes & Curran, Solicitors 6 Fitzwilliam Square Dublin 2
THIS AGREEMENT dated 28th day of November, 2000
(1) eDiets British Virgin Islands Inc. a company incorporated in the British Virgin Islands with registered number
417438 having its registered office at P.O. Box 3340, Road Town, Tortola, British Virgin Islands (hereinafter
"eDiets" which expression shall include its successors and permitted assigns), and
(2) eDiets Europe Limited a company incorporated in Ireland with registered number 329476, having its
registered office at 49 Lower Dorset Street, Dublin 1 which expression shall include its successors and permitted
assigns (hereinafter "the Company").
1. By an agreement dated 28th November, 2000, ("the Joint Venture Agreement") the Shareholders (as therein
defined) agreed to invest in and operate the Company as a joint venture subject to the terms of the Joint Venture
2. eDiets is the proprietor of the Technology (as hereinafter defined).
3. The Company is desirous of obtaining a licence of the Technology for the purposes of the Business (as
4. eDiets agrees that in consideration of Unislim, eDiets.com Inc. and the Company entering into the Joint
Venture Agreement, eDiets will grant a licence to the Company to use the Technology subject to and upon the
terms and conditions hereinafter appearing.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation.
1.1 In this Agreement and the Recitals, where the context to admits, the following words and expressions shall
have the following meanings:
"Agreement" means this Technology Licence
"Business" means the business of the Company
as described in Clause 4 of the