EXHIBIT 10.5
OPTION AGREEMENT
THIS AGREEMENT made the day of January, 1999
BETWEEN:
BBC STOCK MARKET, INC.
a corporation existing under the laws of the State of Florida
(the "Optionor").
-and-
ZOYA FINANCIAL CORP.
AN ONTARIO CORPORATION HAVING AN OFFICE IN RICHMOND HILL, ONTARIO
(the "Optionee")
WHERAS the Optionee has been retained by the Optionor as a public relations
firm;
AND WHEREAS as part of the consideration for services rendered by the
Optionee, it has been agreed that the Optionor shall grant to the Optionee an
option to purchase Shares on the terms and conditions set out herein.
NOW THEREFORE in consideration of the mutual promises contained herein and
the payment of $1.00 by each party hereto to the other and for other good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
Article I
Interpretation
1.1 Definitions
In this Agreement and the recitals hereto, unless the context otherwise
requires, the following words and expressions shall have the following
meanings:
(a) "Option" means the option granted to the Optionee under Section 2.1;
(b) "Option Notice" means a notice indicating that the Optionee is
exercising the Option in whole or in part;
(c) "Option Price" means TWO DOLLARS ($2.00 ) per optioned share purchased
by the Optionee under this agreement;
(d) "Optioned Shares" means NINETY THOUSAND SHARES;
(e) "Shares" means the common shares currently constituted; and
(f) "Termination Date" means DECEMBER 31ST, 1999.
1.2 SECTIONS AND HEADINGS
The division of this Agreement into Articles and Sections and the insertion
of headings are for the convenience of reference only and shall not affect
the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof, "hereunder' and similar expressions refer to this
Agreement and not to any
particular Article, Section or other portion hereof and include any agreement
or instrument supplemental or ancillary hereto. Unless something in the
subject matter or context is inconsistent therewith, references herein to
Articles and Sections are to Articles and Sections of this Agreement.
1.3 TIME PERIODS
When calculating the period of time within which or following which any act
is to be done or step taken pursuant to this Agreement, the date which is the
reference date in calculating such period shall be excluded.
1.4 EXTENDED MEANINGS
Words importing the singular number only shall include the plural and vice
versa and words importing gender shall include masculine, feminine and neuter
genders.
1.5 U.S. DOLLARS
Unless otherwise provided herein, all monetary amounts set forth in this
Agreement are in U.S. dollars.
Article 2
Option
2.1 The Optionor hereby grants to the Optionee the irrevocable option
(the "Option") to purchase the Optioned Shares, at the Option Price, subject
to the terms and provisions of this Agreement.
2.2 The Option may be exercised in whole or in part at any time and from
time to time up to and including the Termination in respect of NINETY
THOUSAND (90,000) common shares (the "Optioned Shares").
2.3 The Optionor hereby represents and warrants that all necessary
corporate action has been taken to permit some or all of the Optioned Shares
to be validly issued to the Optionee and recorded on the books of the
Optionor in the name of the Optionee upon exercise of the Option in whole or
in part in accordance with the terms and conditions of this Agreement.
2.4 The Optionor will at all times prior to the Termination Date reserve
and keep available such number of its Shares as will be sufficient to satisfy
the requirements of this Agreement.
Article 3
General
3.1 AMENDMENTS AND WAIVERS
No modification, variation, amendment or termination by mutual consent of
this Agreement and no waiver of the performance of any of the
responsibilities of any of the parties hereto shall be effected unless such
action Is taken in writing and is signed by all parties. No amendment to this
Agreement shall be valid or binding unless set forth in writing and duly
executed by all of the parties hereto, No waiver of any breach of any
provision of this Agreement shall be effective or binding unless made in
writing and signed by the party purporting to give the same and, unless
otherwise provided in the written waiver, shall be limited to the specific
breach waived.
3.2 SEVERABILITY
Each of the covenants, provisions, Articles, Sections, subsections and other
subdivisions hereof is severable from every other covenant, provision,
Article, Section, subsection and the invalidity or unenforceability of any
one or more covenants, provisions, Articles, Sections, subsections or
subdivisions of this Agreement shall not affect the validity or
enforceability of the remaining covenants, provisions, Articles, Sections,
subsections and subdivisions hereof.
3.3 TIME OF ESSENCE
Time shall be of the essence in this Agreement.
3.4 NOTICE
(1) Any notice or other written communication required or permitted hereunder
shall be in writing and:
(a) delivered personally to the party or, if the party is a
corporation, an officer of the party to whom it is directed;
(b) sent by registered mail, postage prepaid, return receipt
requested (provided that such notice or other written
communication shall not be forwarded by mail if on the date of
mailing the party sending such communication knows or ought
reasonably to know of any difficulties with the postal system
which might affect the delivery of mail, including the
existence of an actual or imminent postal service disruption
in the city from which such communication is to be mailed or
in which the address of the recipient is found); or
(c) sent by facsimile or telex with all necessary charges fully
prepaid, confirmation of delivery requested.
(2) All such notices shall be addressed to the party to whom it is directed
at the party's last known address of record.
(3) Any such notice or other written communication shall, if mailed or given
by fax, be effective on the day it is first attempted to be delivered to such
party at such address (whether or not such delivery takes place), and if
given by personal delivery, shall be effective on the day of actual delivery.
3.4 ENTIRE AGREEMENT
This Agreement constitutes and contains the entire and only agreement among
the parties relating to the matters described herein and supersedes and
cancels any and all previous agreements and understandings between all or any
of the parties relative hereto. Any and all prior and contemporaneous
negotiations, memoranda of understanding or position, and preliminary drafts
and prior versions of this Agreement, whether signed or unsigned, between the
parties leading up to the execution hereof shall not be used by any party to
construe the terms or affect the validity of this Agreement. There are no
representations, inducements, promises, understandings, conditions or
warranties express, implied or statutory, between the parties other than as
expressly set forth in this Agreement.
3.5 APPLICATION OF AGREEMENT
This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective heirs, administrators, executors, successors and
permitted assigns. Except as hereinafter provided, neither of the
parties hereto may assign its rights or obligations under this Agreement
without the prior written consent of the other party hereto.
3.6 SUBDIVISION OR CONSOLIDATION OF SHARES
If the Shares are changed by way of being classified or reclassified,
subdivided, consolidated or converted into a different number or class of
shares or otherwise, or if the Optionor amalgamates, the Option Price and the
type of security to be delivered to the Optionee upon exercise of the Option
in whole or in part shall be adjusted accordingly, in all cases so that the
Optionee shall receive the same number and type of securities as would have
resulted from such change if the Option or the remaining part thereof had
been exercised before the date of the change.
3.7 ASSIGNMENT
This Agreement is personal to the Optionee and may not be assigned without
the prior written consent of the Optionor.
3.8 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida.
3.9 EXECUTION
This Agreement may be executed in several counterparts, each of which, when
so executed, shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument.
IN WITNESS WHEROF THE PARTIES have executed this agreement as of the date
first written above.
BBC STOCK MARKET, INC.
Per: /s/
--------------------------------------
Authorized Signing Officer
ZOYA FINANCIAL CORP.
Per:
--------------------------------------
Authorized Signing Officer