STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the 15th day of December, 1999
BETWEEN:
PLAYANDWIN, INC., a company incorporated under the laws of
the State of Nevada (the "Company")
OF THE FIRST PART
AND
PENGUIN PETROLIUM PRODUCTS LIMITED, a company incorporated
under the laws of the Province of Ontario (the "Holder")
OF THE SECOND PART
WHEREAS the Holder is a consultant to the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the services provided by the Holder to the Company, and other
good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged by both parties hereto, the parties
hereby agree as follows:
1. The Company hereby grants to the Holder upon the terms and
conditions herinafter contained, the sole and excusive right and
option to purchase all or any part of 80,000 common shares of its
capital as fully paid and non-assessable shares, 50,000
exercisable until 5:00 p.m. (Eastern Standard Time) on or before
Monday January 17, 2000 with the remaining 30,000 exercisable on
the 2nd anniversary of the date hereof (the "Expiry Date"), at a
price of US$2.00 per share (the "Optioned Shares"), the grant of
such option being subject always to the provisions as to earlier
termination as set out in paragraph 2 hereof.
2. (a) The option granted to the Holder shall cease and
determine upon the Holder's death provided that the Holder's
personal representatives shall be entitled to purchase all or any
part of the Optioned Shares if they exercise the option and
tender payment within six (6) months of the date of death.
3. If the Holder at any time and from time to time during the
option period desires to purchase any of the Optioned Shares, the
Holder may do so by giving notice to the Company at its
Registered Office or Head Office within the time or times herein
limited for exercise of the option and by tendering to the
Company at its Registered Office or Head Office the Holder's
certified cheque in favour of the Company in the full amount of
the purchase price payable hereunder, or through the conversion
of indebtedness outstanding as the date of such notice, for such
number of the shares comprised in the election.
4. The option granted under this Agreement is non-assignable
and non-transferable.
5. (a) In the event of the issuance of additional shares of
the Company for a consideration, if the issued and outstanding
shares of the Company are changed by a subdivision,
consolidation, stock split, reverse stock split, reduction in
capital or by any other capital reorganization or
reclassification of the capital stock of the Company, or
consolidation or merger of the Company with another corporation
shall effected, then, as a condition of such reorganization,
reclassification, consolidation or merger, this option shall be
adjusted and lawful and adequate provision shall be made whereby
the Holder hereof shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions
specified in this Option Agreement and in lieu of th eshares of
the Company immediately theretofore purchaseable and receivable
upon the exercise of the rights represented hereby, such shares
of stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares
equal to the number of shares of such stock immediately
theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such reorganization,
reclassification, consolidation or merger not taken place, and in
any such case appropriate provision shall be made with respect to
the rights and interest of the Holder to the end that the
provisions hereof (including without limitation provisions for
adjustments of the option price and of the number of shares
purchasable upon conversion of this option) shall thereafter by
applicable, as nearly as may be in relation to any shares of
stock, securities or assets thereafter deliverable upon the
exercise hereof.
(b.) As evidence of the kind and amount of shares or other
securities or property which the Holder shall have the right to
purchase after any such reorganization, reclassification, change,
consolidation, merger or amalgamation, the Company may accept the
certificate or opinion of any firm of independent accountants
(who may be the auditors for the Company) with respect thereto.
(c.) Nothing in this paragraph shall in any way extend the time
within which the option may be exercised.
6. This Agreement shall be governed by the laws of the State of
Nevada and the federal laws of the United States of America
applicable therein.
7. Time shall be of the essence of this Agreement.
8. This Agreement shall ensure to the benefit of the Holder and
shall to the extent hereinbegore provided ensure to the benefit
of the Holder's heirs, executors and administrators.
IN WITNESS WHEREOF, the parties hereto have cuased these presents
to be executed as and from the day, month and year first written
above.
PLAYANDWIN, INC.
Per: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
PENGUIN PETROLIUM PRODUCTS LIMITED
Per: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
