OPTION AGREEMENT
EXHIBIT
10.2
AGREEMENT
made as of October __, 2008 between Driver Passport, Inc., a North Dakota
corporation (hereinafter called the "Company"), and Incablock International,
LLC, a California limited liability corporation (hereinafter called
"Optionee").
WHEREAS, the Company considers it
desirable and in its best interest to grant to the Optionee options to purchase
shares of the common stock, $.001 par value per share of the Company in
consideration for the Optionee assigning all right, title and interest in and to
United State Patent No. 7,305,803 and the invention disclosed and claimed
therein.
NOW, THEREFORE, in consideration of the
premises, it is agreed as follows:
1. Grant of
Option. The Company hereby grants to the Optionee the right,
privilege, and option to purchase twenty million (20,000,000) shares (the
"Shares") at an aggregate exercise price of $1.00 per Share, in the manner and
subject to the conditions hereinafter provided. The exercise of this
option is subject to the Company having the requisite number of shares
authorized and available.
2. Time of Exercise of
Option. The Option as to the Shares, or any of them, may be
exercised by the Optionee commencing on the date hereof and continuing during
the period not later than the termination date set forth in paragraph 4 hereof;
and
3. Method of
Exercise.
(a) The
Option shall be exercised by written notice directed to the Company at its
principal place of business, accompanied by payment of the Option price for the
number of Shares specified and paid for. The Option may be exercised
to purchase all or any number of full Shares specified and paid
for.
(b) Payment
for the Shares may be made by any one of the following methods: (1) by cash or
check, or (2) delivery to the Company of a like number of Shares as the number
exercised.
(c) The
Company shall make immediate delivery of such Shares, provided that if any law
or regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such
action.
4. Termination of
Option. Except as otherwise stated in this Agreement, the
Option, to the extent not previously exercised shall terminate forthwith on
October __, 2008, at 5:00 p.m., New York, New York time (the "Expiration
Date").
5. Outstanding
Option. The Option granted to the Optionee under this Agreement
shall not be affected by any option previously granted to him to purchase Shares
of the Company, if any.
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6. Reclassification,
Consolidation, or Merger. If and to the extent that the number
of issued shares of Common Stock of the Company shall be increased or reduced by
a change in par value, split-up, reclassification, distribution of a dividend
payable in shares, or the like, the number of Shares subject to option and the
Option price for them shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation, the
Optionee shall be entitled to receive options covering Shares of such
reorganized, consolidated, or merged company in the same proportion, at an
equivalent price, and subject to the same conditions. For purposes of
the preceding sentence, the excess of the aggregate fair market value of the
Shares subject to the Option immediately after the reorganization,
consolidation, or merger over the aggregate option price of such Shares shall
not be more than the excess of the aggregate fair market value of all Shares
subject to the option immediately before such reorganization, consolidation, or
merger over the aggregate option price of such Shares. The new option
or assumption of the old Option shall not give the Optionee additional benefits
which he did not have under the old Option.
7. Binding
Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed the day and year first above
written.
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By:
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Name:
Title:
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