EXHIBIT 10.1
OPTION AGREEMENT
THIS OPTION AGREEMENT dated for reference March 29, 2002, is between DDI
INTERNATIONAL INC., a Nevada company of 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0, and fax (000) 000-0000 ("DDI"); and XX. XXXXXX X. XXXXXXXX,
dentist, of 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 4M1(the
"Owner").
WHEREAS the Owner has agreed to grant DDI an option to the Assets pursuant to
the terms of this agreement, FOR VALUABLE CONSIDERATION, the receipt and
sufficiency of which are acknowledged, the parties agree that:
INTERPRETATION
1. The definitions in the recitals are part of this agreement.
2. In this agreement:
a. "Assets" means the assets more particularly described in Schedule "A"
attached to this agreement.
b. "Option" means the option granted to DDI to purchase the Assets.
c. "Shares" means Common Capital Shares in the capital of DDI restricted
from trading in accordance with Rule 144.
d. "Term" means March 29, 2002 to March 28, 2004.
e. "$" means United States dollars unless otherwise indicated.
TERMS AND CONDITIONS OF OPTION
OPTION
3. The Owner agrees to grant an option to DDI to acquire the assets from the
Owner.
4. All developments made on or from the Assets during the Term of this
agreement, and during any extensions to the Term pursuant to the terms of
this agreement, will be the property of the Owner and will be included in
the Assets to be transferred to DDI.
EXERCISE OF OPTION
5. To exercise the Option, DDI must make the following payments to the Owner:
a. 6 million Shares are a price of $0.005 per Share to be issued and
delivered on the date this agreement is signed by all the parties; and
b. a lump sum payment of $200,000 to be paid on or before the end of the
Term.
6. All payments to be made by DDI will be delivered to the Owner at the address
set out in the recitals.
EXTENSION OF OPTION
7. DDI has the option to extend the Option for another 12 months from the date
of expiry of the Term. To exercise its option, DDI must deliver to the Owner
written notice of DDI's intention to extend the Option no later than March
1, 2004.
8. As consideration for the extension of the Option, DDI will issue an
additional 500,000 Shares registered in the name of the Owner at a deemed
price of $0.20 per Share, which will be delivered to the Owner on or before
Option Agreement 2/6
March 28, 2004; and
9. If DDI makes the payments as noted in Section 8 in a timely manner, the
Option will be extended and kept in good standing until March 28, 2005.
TERMINATION OF OPTION
10. The Owner agrees not to terminate this agreement without the consent of DDI.
DDI may terminate this agreement by giving the Owner 30 days' written
notice.
11. The parties agree that all improvements to the Assets will remain with the
Assets and the Owner will be the owner of such improvements until DDI
exercises the Option in full. If the Option is not exercised in full by DDI,
all notes, data, records, and materials in any format that relate to the
Assets in any way belong exclusively to the Owner.
12. If requested by the Owner, DDI will immediately turn over to the Owner all
copies of the materials described in paragraph 11 that are in DDI's
possession or control.
REPRESENTATIONS AND WARRANTIES
THE OWNER
13. The Owner represents and warrants that:
a. The Owner is the sole beneficial and legal owner of the Assets.
b. The Owner is legally entitled to option and sell the Assets.
c. No other party has any right to the Assets.
d. The Assets have been duly and validly registered and are in good standing
on the date of this agreement.
e. There is no adverse claim or challenge against or to the ownership of or
title to the Assets, nor to the knowledge of the Owner is there any basis
therefor, and there are no outstanding agreements or options to acquire
or purchase the Assets or any portion thereof, with the exception of
DDI's right pursuant to the provisions of this agreement.
f. The Owner has complied with all the laws in effect in the jurisdiction in
which the Assets are located and DDI may have access to the Assets for
all purposes of this agreement without making any payment to, and without
accounting to or obtaining the permission of, or any other person other
that any payments required to be made under this agreement.
14. The representations and warranties contained in Section 13 are provided for
the exclusive benefit of DDI, and a breach of any one or more thereof may be
waived by DDI, in whole or in part at any time without prejudice to its
rights in respect of any other breach of the same or any other
representation or warranty; and the representations and warranties contained
in Section 13 will survive the signing of this agreement.
DDI
15. DDI represents and warrants that:
a. It is a company formed and in good standing under the laws of Nevada.
Option Agreement 3/6
b. Its authorized capital is 200,000,000 Common Capital Shares with a par
value of $0.001 per share.
c. It has the legal capacity and authority to make and perform this
agreement.
d. The signing of this agreement and the performance of its terms have been
duly authorized by all necessary corporate actions including the
resolution of the board of directors of DDI.
e. Any shares issued pursuant to the terms of this agreement will be subject
to the trading restrictions set out in Section 19.
16. The representations and warranties contained in Section 15 are provided for
the exclusive benefit of the Owner and a breach of any one or more thereof
may be waived by the Owner in whole or in part at any time without prejudice
to their rights in respect of any other breach of the same or any other
representation or warranty; and the representations and warranties contained
in Section 15 will survive the signing of this agreement.
COVENANTS AND ACKNOWLEDGEMENTS
THE OWNER
17. The Owner will indemnify DDI from any and all debts or liabilities arising
out of or from the Assets prior to the date of this agreement.
18. The Owner consents to act as the sole director and the president of DDI and
will continue to act as president of DDI for the Term of this agreement or
until he is removed by the board of directors of DDI.
19. The Owner acknowledges and understands that each certificate evidencing any
shares issued to them under this agreement and any other securities issued
on any stock split, stock dividend, recapitalization, merger, consolidation,
or similar event will be imprinted with legends substantially in the
following form:
"THE SECURITIES REPRESENTED BY THIS INSTRUMENT TO WHICH THIS AGREEMENT
RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY LAWS"), AND
MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER THE 1933 ACT,
AND AS REQUIRED BY BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS
AN EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND FEDERAL LAW IS
AVAILABLE."
DDI
20. During the Term, DDI will:
a. maintain in good standing the Assets that are in good standing on the
date of this agreement by the payment of all annual fees and the
performance of all other actions which may be necessary in that regard
and in order to keep the Assets free and clear of all liens and other
charges arising from DDI's activities with the Assets, except those at
the time that are contested in good faith by DDI;
b. permit the Owner, their agents, servants, employees and designated
consultants, at their own risk, access to the Assets at all reasonable
times, provided that the Owner agrees to indemnify DDI against and to
save them harmless from all costs, claims, liabilities and expenses that
DDI may incur or suffer as a result of any injury to or loss claimed by
the Owner, or their agents, servants, employees or designated
consultants; and
c. indemnify and save the Owner harmless in respect of any and all costs,
claims, liabilities and expenses arising out of DDI's activities with the
Assets, provided that DDI will incur no obligation hereunder in respect
of claims arising or damages suffered after termination of the agreement
if upon termination of the
Option Agreement 4/6
agreement the Assets and any improvements made to the Assets are in good
standing.
OTHER PROVISIONS
21. The Owner expressly acknowledges that DDI has given him adequate time to
review this agreement and to seek and obtain independent legal advice, and
he represents to DDI that he has in fact sought and obtained independent
legal advice and is satisfied with all the terms and conditions of this
agreement.
22. Time is of the essence of this agreement.
23. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
24. Any notice that must be given or delivered under this agreement must be in
writing and delivered by hand to the address or transmitted by fax to the
fax number given for the party on page 1 and is deemed to have been received
when it is delivered by hand or transmitted by fax unless the delivery or
transmission is made after 4:00 p.m. or on a non-business day where it is
received, in which case it is deemed to have been delivered or transmitted
on the next business day. Any payments of money must be delivered by hand or
wired as instructed in writing by the receiving party. Any delivery other
than a written notice or money must be made by hand at the receiving party's
address.
25. The Owner may not assign this agreement or any part of it to another party.
26. Any amendment of this agreement must be in writing and signed by the
parties.
27. This agreement enures to the benefit of and binds the parties and their
respective successors, heirs and permitted assignees.
28. No failure or delay of DDI in exercising any right under this agreement
operates as a waiver of the right. DDI's rights under this agreement are
cumulative and do not preclude DDI from relying on or enforcing any legal or
equitable right or remedy.
29. If any provision of this agreement is illegal or unenforceable under any
law, then it is severed and the remaining provisions remain legal and
enforceable.
30. This agreement may be signed in counterparts and delivered to the parties by
fax, and the counterparts together are deemed to be one original document.
The Parties' signatures below are evidence of their agreement.
DDI INTERNATIONAL INC. March 29, 2002
/s/ Xx. Xxxxxx Xxxxxxxx
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Authorized signatory
Option Agreement 5/6
/s/ Xx. Xxxxxx Xxxxxxxx
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XX. XXXXXX X. XXXXXXXX
March 29, 2002
Option Agreement 6/6
SCHEDULE "A"
Schedule "A" to the Option Agreement
between DDI International Inc. and Xx. Xxxxxx X. Xxxxxxxx
dated for reference the 29th day of March, 2002.
(number of pages including this one: 1)
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Assets
The following is the description of the Assets.
1. The domain name "xx-xxxxxx-xxxx.xxx" registered with VeriSign.
2. All notes, data, records, and materials in any format that relate to the
domain name.
