STOCK OPTION AGREEMENT
Exhibit
99.23
STOCK
OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
30th
day of
August, 2006 by Nexia Holdings, Inc. (the "Company") to Xxxxx Xxxxxxx, an
employee of the Company ("Optionee") and a Utah resident.
PREMISES
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A.
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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 Fifty Million
(150,000,000), shares of the Company's common stock, par value $0.001,
the
options will have a floating option price set at 75% of the market
price
at the time of exercise, the options and shares issued subject to
the
options shall be issued pursuant to a registration statement on Form
S-8
under the Securities Act of 1933 as amended ("Form
S-8").
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GRANT
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1.
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Grant
of Options.
The Company hereby grants Optionee the right and option ("Option")
to
purchase the above described One Hundred Fifty Million (150,000,000)
shares of Common Stock, on the terms and conditions set forth herein
and
subject to the provisions of the Form S-8 registration statement
in
exchange for services provided by Employee to the Company, the options
shall vest immediately upon the exercise
hereof.
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2.
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Term
of Option.
This Option may be exercised, in whole or in part, at any time but
before
one year has elapsed from the date of this Option. All shares issued
pursuant to the terms of this option agreement must be paid for in
full or
returned to the Company for cancellation upon the expiration date
stated
herein. All rights to exercise this option end with the termination
of
employment with the Company, for any reason and by any
party.
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3.
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Method
of Exercising.
This Option may be exercised in accordance 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.
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4.
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Optionee
Not an Affiliate.
Optionee hereby represents, warrants and 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.
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5.
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Availability
of Shares.
During the term of this Option, the Company shall reserve for issuance
the
number of shares of Common Stock required to satisfy this
Option.
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6.
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Adjustments
to Number of Shares.
The number of shares of Common 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.
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7.
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Limitation
on Exercise.
If the board of directors of the Company, 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.
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8.
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Restrictions
on Transfer.
The Option has not been registered under 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.
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9.
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Record
Owner.
The Company may deem the Optionee as the absolute 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.
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10.
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Shareholder's
Rights.
The Optionee shall have shareholder rights 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.
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11.
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Validity
and Construction.
The validity and construction of this Agreement shall be governed
by the
laws of the State of Utah.
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IN
WITNESS WHEREOF,
the
below signatures evidence the execution of this Option by the parties on the
date first appearing herein.
OPTIONEE
Nexia
Holdings, Inc.
/s/
Xxxxx
Xxxxxxx
/s/Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx, Optionee Xxxxxxx
Xxxxxx, President
