1
Exhibit 10.24
STOCK OPTION AMENDMENT AGREEMENT
This Stock Option Amendment Agreement (this "AGREEMENT") is entered
into by and between MigraTEC, Inc., a Delaware corporation and the successor in
interest to MigraTEC, Inc., a Florida corporation (the "COMPANY"), and EAI
Partners, Inc., a Florida corporation ("OPTIONEE"), as of the second day of
January 2001 (the "DATE OF EXERCISE").
RECITALS
WHEREAS, the parties hereto are parties to that certain Stock Option
Agreement, dated as of August 6, 1999 (the "STOCK OPTION AGREEMENT"); and
WHEREAS, the Optionee has previously exercised its right and option to
exercise 1,903,614 shares of the Company's common stock, par value $.001 per
share (the "COMMON STOCK"); and
WHEREAS, the Optionee has the right and option to purchase an
additional 4,000,000 shares of Common Stock (the "REMAINING SHARES") pursuant to
the Stock Option Agreement; and
WHEREAS, the Remaining Shares currently are organized in two equal
tranches with the first tranche representing the right to purchase 2,000,000
shares of Common Stock ("TRANCHE ONE") expiring on 5/13/01 and the second
tranche representing the right to purchase the final 2,000,000 shares of Common
Stock ("TRANCHE TWO") expiring on 11/13/01; and
WHEREAS, the Stock Option Agreement may be amended pursuant to
Paragraph 19 of such agreement; and
WHEREAS, the parties hereto desire to amend the Stock Option Agreement
as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Optionee agree as follows effective as of the date first above written:
1. Amended Purchase Price and Payment Terms. The Stock Option Agreement
is amended so that the per share purchase price of Tranche One shall be $0.18
per share; provided, however, that the Optionee must exercise its right and
option to purchase all 2,000,000 Shares in Tranche One simultaneously herewith.
Payment for the Tranche One Shares shall be made in four installments as
follows: (i) $120,000.00 forty-five (45) days from the date of exercise on
2/16/01, (ii) $80,000.00 on 3/15/01, (iii) $80,000.00 on 4/15/01 and (iv) the
final $80,000.00 on 5/15/01. Following receipt of funds the company will
immediately mail a stock certificate for the pro-rata number shares to the
Optionee. Each payment shall be made to the Company by wire transfer in
immediately available funds to the account set forth on Exhibit A to the Stock
Option Agreement.
2
2. Remaining Terms in Effect. Except as expressly amended by this
Agreement, the Stock Option Agreement is in all respects ratified and confirmed
and all of the rights, terms, conditions and agreements of the Stock Option
Agreement shall remain in full force and effect. This Agreement is executed and
shall constitute an amendment to the Stock Option Agreement and shall be
construed in connection with and as part of the Stock Option Agreement. This
Agreement shall be governed by and construed in accordance with the laws of the
jurisdiction that governs the Stock Option Agreement and its construction.
3. Conflicts. In the event of a conflict between the terms of this
Agreement and the Stock Option Agreement, this Agreement shall control.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
MIGRATEC, INC.
By:/s/ X. Xxxxxx Xxxxxxxxx
--------------------------
Name: X. Xxxxxx Brechbuhl
------------------------
Title: President and CEO
-----------------------
EAI PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------
Title: President
-----------------------
