INSTRUMENT OF OPTION ASSUMPTION
INNOVUS CORPORATION, a Delaware corporation, hereby irrevocably
assumes and agrees to perform each and every Option Agreement dated as
of August 4, 1998 between Intermark Corporation, a California
corproation ("Intermark") and each of the respective persons listed on
Exhibit A (each an "Optionee"), representing all of the outstanding
options to purchase Common Stock, without par value, of Intermark
("Intermark Common Stock"), and agrees to be bound by and perform the
terms and conditions thereof, with the adjustments and substitutions as
follows:
1. Shares of Innovus Series H Preferred Stock ("Innovus Shares")
are hereby substituted for Intermark Common Stock in a number of
0.02357625872407 per one (1) share of Intermark Common Stock, rounded
to the nearest whole share.
2. The exercise price per Innovus Share shall be the result of
dividing the exercise price per share of Intermark Common Stock by
0.02357625872407, rounded to the nearest whole cent.
3. In accordance with the foregoing terms, each Option Agreement
shall continue in full force and effect in accordance with its terms
and be and become a binding and enforceable agreement between the
Optionee and Innovus.
IN WITNESS WHEREOF, this Option Assumption has been executed this
4th day of August, 1998 by a duly authorized officer.
INNOVUS CORPORATION
By: XXXXX XXXX
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Xxxxx Xxxx,
Chief Financial Officer
and Chairman of the Board
ACCEPTED ON BEHALF OF THE OPTIONEES:
By: XXX XXXXXXXXX
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Xxx Xxxxxxxxx, Attorney-in-Fact
EXHIBIT A
Xxx Xxxxxxxxx
Xxxxx Xxxx
Xxxx Xxxx
Xxxx Xxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxx
Xxxx Xxxxx
