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Exhibit No. 6
Form 10-SB
Transform Pack International, Inc.
NON-STATUTORY STOCK OPTION
AGREEMENT
THIS AGREEMENT, is entered into and effective as of this 29th day
of February, 2000 (the "Date of Grant"), by and between Transform
Pack International Inc. (TFP Int'l Inc.). and Xxxxxxxx Xxxxxxx
(the "Optionee").
A. TFP Int'l Inc. by action of its Board of Directors has
authorized the Officers of TFP Intl Inc. to grant non-
statutory stock options to certain non-employee consultants, key
employees of TFP. Int'l Inc. and independent contractors of TFP
Int'l Inc.,
B. TFP Int'l Inc. desires to give the Optionee an
inducement to acquire a proprietary interest in TFP Int'l Inc.
and an added incentive to advance the interest of TFP Int'l Inc.
by granting to the Optionee an option to purchase shares of
common stock of TFP Int'l Inc.
Accordingly, the Parties agree as follows:
1 GRANT OPTION
TFP Int'l Inc. hereby grants to the Optionee the right,
privilege, and option (the "Option") to purchase 40,000
shares of TFP Int'l Inc,, $0.004 par value, according to the terms
and subject to the conditions hereinafter set forth. The Option
is not intended to be an "Incentive Stock Option".
2. OPTION EXERCISE PRICE
The per share price to be paid by the Optionee in the event
of an exercise of the Option will be $0.50 USD.
3. DURATION OF OPTION AND TIME OF EXERCISE
The Option is exercisable by Optionee at any time after Date
of Grant to 3 years thereafter.
transform pack
4. MANNER OF OPTION EXERCISE
This Option may be exercised by Optionee, in whole or part,
from time to time, by delivery to TFP Int'l Inc,, in person.
by facsimile or by mail, at its principal office, of a written
notice of exercise, specifying the number of shares to which
the Option is exercised, to be accompanied by payment in full
for total purchase price of the Option shares purchased.
5. RIGHTS OF OPTIONEE
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This Option shall not entitle the Holder to any voting rights
or other rights as a shareholder of TFP Int'l Inc. until after
the exercise of this Option or any portion thereof, and then only
as to that portion to which the Option is exercised.
6. ASSIGNABILITY
Subject to applicable provision' of the Securities Law, this
Option and all rights hereunder are transferable, in whole or
in part, at the principal office of TFP Int'l Inc. by the Holder
hereof in person or by duly authorized attorney, upon surrender of
this Option, properly endorsed.
7. MISCELLANEOUS
7.1 Binding Effect
This agreement shall insure to, and be binding upon, the
heirs. executors, administrators and successors of the parties
to this
Agreement.
7.2 Governing Low
This Agreement and all rights and obligations under this
Agreement will be governed by the laws of the State of Minnesota,
USA. Any legal proceeding related to this agreement will be
brought in an appropriate Minnesota, USA court, and the parties
hereto consent to the exclusive jurisdiction of that court for
this purpose.
IN WITNESSETH WHEREOF, the parties have executed this
Agreement the day and year first above written.
TRANSFORM PACK INTERNATIONAL INC.
By /s/ Xxxx Xxxxx, President
/s/ Xxxxxxxx Xxxxxxx, Optionee
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