Exhibit 10(ii)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted effective
this 10th day of January 2005 by Diversified Financial Resources Corp. (the
"Company") to Xxxxxx X. Xxxxxxxx, a consultant of the Company ("Optionee") and a
Texas resident.
PREMISES
A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Million (100,000,000),
shares of the Company's common stock with an option price of 85% of market price
per share on the date of exercise under the existing benefit plan at time of
grant, which shares have been issued pursuant to a Form S-8 under the Securities
Act of 1933 as amended ("Form S-8").
B. The exercise price of the Common Stock issuable on exercise of the
options at the date of this grant shall be 85% of market price per share.
C. These Options are being granted pursuant to the Stock Option Plan,
which is incorporated herein by this reference.
Optionee may not exercise a number of Options which would convert into more
than 9.9% of the Company's issued and outstanding shares of common stock
inclusive of other derivative securities held in the Company and any shares of
common stock held in the Company.
GRANT
1. Grant of Options. The Company hereby irrevocably grants Optionee
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the right and option ("Option") to purchase all of the above described One
Hundred Million (100,000,000) shares of Common Stock, on the terms and
conditions set forth herein and subject to the provisions of the Stock Option
Plan in exchange for services provided by Employee to the Company.
2. Term of Option. This Option may be exercised, in whole or in part,
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at any time but before one (1) Year has elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment with
the Company, for any reason and by any party.
3. Method of Exercising. This Option may be exercised in accordance
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with all the terms and conditions set forth in this Option and the Stock Option
Plan, by delivery of a notice of exercise a form of which is attached hereto as
Exhibit "A" and incorporated herein by this reference, setting forth the number
of Options along with a signed letter of instruction to the stock broker
Optionee will employ in selling the shares indicating that the specified
exercise price shall be paid within 10 days of the sale or as otherwise
specified at the time of exercise optionee may exercise
4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
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covenants that he is not an affiliate of the Company as that term is defined in
Rule 144(a)(1) under the Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the Company
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shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of Common
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Stock subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
7. Limitation on Exercise. If the board of directors of the Company,
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in its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing, registration,
or qualification shall have been obtained free of any conditions not acceptable
to the board of directors.
8. Restrictions on Transfer. The Option has not been registered under
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the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the absolute
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owner of this Option for all purposes. This Option is exercisable only by the
Optionee, or by the Optionee's duly designated appointed representative. This
Option is not assignable.
10. Shareholder's Rights. The Optionee shall have shareholder rights
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with respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.
11. Validity and Construction. The validity and construction of this
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Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Diversified Financial Resources Corp
__/s/ Xxxxxx X. Phillips_________ _/s/ Xxxx Chapman_______
Xxxxxx X. Xxxxxxxx, Optionee Xxxx Xxxxxxx, President
