OPTION AGREEMENT
THIS AGREEMENT is made as of the 9th day of September, 2002,
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BETWEEN
Biomax Tecnhologies
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00000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx X.X.
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Canada V2X O46
(the "Optionor") OF THE FIRST PART
AND:
Coyote Ventures dba August Research
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00000 Xxxx Xxxxxx Xxx. xxxxx 000 Xxx Xxxxx
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Nevada 89102
(the "Optionee") OF THE SECOND PART
WHEREAS:
A. The Optionor is the sole registered and beneficial owner of the patents set
forth and described in Schdule "A" hereto (the "Patents"); and.
B. The Optionor desire to grant to the Optionee an option to purchase the
Patents pursuant to the terms and conditions of this stock option agreement
(this "Agreement").
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual
premises, warranties, covenants and agreements hereinafter set forth, the
parties represent, warrant, covenant and agree each with the other as follows:
1. Consideration for Option. Subject to the terms and conditions of this
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Agreement, the Optionee hereby pays to the Optionor, and the Optionor hereby
accepts from the Optionee, the sum of $20,000 as consideration for the granting
of the Option (as hereinafter defined).
2. The Option. The Optionor hereby irrevocably grants to the Optionee an
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option (the "Option") to purchase the Patents owned by the Optionor.
3. Exercise Price. The purchase price for the Patents is USD $180,000 (the
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"Exercise Price").
4. Option Expiry Date. The expiry date of the Option shall be 4:00 p.m.
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Vancouver time on Jan. 30, 2003 or such later date as mutually agreed to
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in writing among the parties (the "Expiry Date").
5. Effect of Expiry. If the Option is not exercised by the Optionee on or
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before the Expiry Date, the Option shall be null and void, and neither party
will have any further or ongoing obligation to each other as may be described in
this Agreement on and after the Expiry Date, unless the parties agree to in
writing to extend the Expiry Date.
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6. Effect of Exercise. If the Option is exercised before the Expiry Date,
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the Optionor and the Optionee shall be deemed to have entered into a binding
agreement for the sale and purchase of the Patents pursuant to the Option on the
terms and conditions set forth in this Agreement.
7. Procedure to Exercise Option. The Option will be exercised by the
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Optionee by delivering to the Optionor the notice, in the form attached hereto
as Schedule "B", and a certified cheque or bank draft representing the purchase
price, determined pursuant to paragraph 3 of the Patents being purchased, made
payable to the Optionor.
8. Legal and Beneficial Title. Upon completion of the purchase and sale of
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the Patents, the beneficial title shall be transferred to the Optionee, and the
Optionor shall provide to the Optionee all the documents in its possession or
control that are necessary for the legal registration of the Patents in the name
of the Optionee and sign all the necessary documents presented to the Optionor
by the Optionee for such registration.
9. Optionor's Covenants. The Optionor agrees with the Optionee that when
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the Option is exercised:
(a) subject to the Option granted herein, the Optionor shall not sell,
transfer, enter into any agreement or option or any right or privilege
capable of becoming an agreement or option for the purchase from the
Optionor of any of the Patents.
10. Assignment. The Optionee is not permitted to assign its rights in whole
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or in part to any part of this Agreement to any person or persons without the
consent of the Optionor, such consent to be given in the sole and absolute
descretion of the Optionor.
11. Time of Essence. Time is of the essence of this Agreement and of the
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agreement of purchase and sale resulting from the exercise of the Option herein.
12. Notice. Any notice required to be given hereunder by any party shall be
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deemed to have been well and sufficiently given if telecopied to, or delivered
at, the address of the other party set forth at the beginning of this Agreement
or at such other address as the other party may from time to time direct in
writing, and any such notice shall be deemed to have been received, if mailed,
three (3) days after the time of mailing, or if telecopied, one (1) business day
after the time of telecopy transmission, and if delivered, upon the date of
delivery.
13. Headings. The headings in this Agreement have been inserted for ease of
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reference only, and shall not be considered a part of this Agreement.
14. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein which shall be deemed to be the proper law
hereof.
15. Currency. Unless otherwise indicated, all dollar amounts referred to in
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this Agreement are expressed in United States Dollar(USD) funds.
16. Recitals. The recitals to this Agreement shall form a part of and are
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an integral part of this Agreement.
17. Arbitration. Should there be a disagreement or dispute between or among
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the parties hereto with respect to this Agreement or the interpretation thereof,
the same shall be referred to a single arbitrator pursuant to the Commercial
Arbitration Act of British Columbia, and the determination of such arbitrator
will be final and binding upon the parties hereto unless otherwise provided for
in this
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Agreement. The cost of such arbitrator shall be awarded by the arbitrator within
the arbitrator's discretion.
18. Enurement. This Agreement shall enure to the benefit of and be binding
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upon the parties hereto and their respective personal representatives, heirs,
successors and permitted assigns.
19. Execution by Counterparts. This Agreement may be executed by the
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parties hereto in as many counterparts as may be necessary or by telecopied
facsimile and each such agreement or telecopied facsimile so executed shall be
deemed to be an original and, provided that all of the parties have executed a
counterpart, such counterparts together shall constitute a valid and binding
agreement, and notwithstanding the date of execution shall be deemed to bear the
date as set forth above.
IN WITNESS WHEREOF the parties hereto have subscribed their names as of the date
and year first above written.
SIGNED, SEALED and DELIVERED by Biomax in the presence of:
/s/ X. Xxxxxxx )
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Witness Name - Signature )
)
Xxxxxxx Xxxxxxx ) /s/ Xxxxx Xxxxx
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Witness Name - Print ) Xxxxx Xxxxx
)
0 Xxxxxxxx Xxxxx )
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Address )
Port Xxxxx )
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City, Province )
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Accountant )
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SIGNED, SEALED and DELIVERED )
by Coyote Ventures )
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in the presence of: )
/s/ X. Xxxxxxx ) /s/ Xxxxx Xxxxxxxxx
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Witness Name - Signature ) Xxxxx Xxxxxxxxx
)
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Witness Name - Print )
)
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Address )
)
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City, Province )
)
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Occupation
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