EXHIBIT 99.10
EXCEPT AS PERMITTED BY SECTION 8 HEREOF, NO TRANSFER SHALL BE MADE AT ANY TIME
UNLESS THE COMPANY SHALL HAVE BEEN SUPPLIED WITH EVIDENCE REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT").
VITAFORT INTERNATIONAL CORPORATION
____________________________
OPTION TO PURCHASE
25,000
SHARES OF COMMON STOCK
AS HEREIN DESCRIBED
Dated: as of May 28, 1998
This certifies that, for value received
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
or registered assigns (the "Holder") is entitled, subject to the terms set forth
herein, to purchase from VITAFORT INTERNATIONAL CORPORATION (the "Company"), a
Delaware corporation having its offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Twenty Five Thousand (25,000) shares of the
Company's common stock subject to adjustment as set forth herein.
1. DEFINITIONS. Unless otherwise provided herein, the following terms shall
-----------
be defined as follows:
1.1 "Common Stock" or "Common Shares" shall initially refer to the
Company's common stock including Underlying Securities, as more fully set forth
in Section 4 hereof.
1.2 "Company" shall mean VITAFORT INTERNATIONAL CORPORATION, its
successors and assigns.
1.3 "Effective Date" shall mean May 28, 1998.
1.4 "Expiration Date" shall mean the day immediately preceding the third
(3rd) anniversary date of the date of the Effective Date.
1.5 "Holder" shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or his registered assigns.
1.6 "Option" shall mean the Holder's right to purchase the Common
Shares pursuant to the terms contained herein.
1.7 "Option Price" or "Common Share Price" shall be One Dollar ($1.00) per
Share subject to adjustment as set forth herein.
1.8 "Purchase Form" shall mean the form attached hereto as Exhibit "A".
1.9 "Underlying Securities" or "Underlying Shares" or "Underlying Stock"
shall refer to the Common Shares or other securities or property issuable or
issued upon exercise of the Options.
1.10 "Registrable Securities" means:
(a) The Stock and any Common Stock issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of,
the Stock.
(b) The Common Stock issuable or previously issued on the exercise of
the Option and any Common Stock issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of,
the Common Stock issued on such exercise.
(c) The Common Stock issuable or previously issued on the exercise of
the Options and any Common Stock issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of,
the Common Stock issued on such exercise.
1.11 "Registrable Securities Holder" means any holder of outstanding
Registrable Securities, provided, however, that for the purpose of this
definition the holder of this Option shall be deemed to be the Holder of the
Registrable Securities into which that security is then exercisable.
2. TERMS OF OPTION.
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2.1 VESTING OF OPTION
-----------------
(a) Holder shall have the right to exercise this Option as follows:
(i) Upon the Effective Date, Holder shall have the right to
exercise the Option for up to 25,000 shares.
2.2 EXERCISE OF OPTION.
------------------
(a) Exercise by Payment. Subject to the terms of this Option, the
-------------------
purchase rights represented by this Option may be exercised by the Holder
hereof, in whole or in part (but not as to less than 1,000 Common Share
multiples), at any time, and from time to time, during the period
commencing on the Effective Date and terminating on the Expiration Date. An
Option may be exercised by the Holder upon presentation of this Option,
with the Purchase Form duly executed, at the Company's office (or such
office or agency of the Company as it may designate in writing to the
Holder hereof by notice pursuant to the terms hereof), specifying the
number of Common Shares as to which the Option is being exercised, and upon
payment by the Holder to the Company of the Option Price. Such payment
shall be made by presentation of open unpaid invoices, by cash, certified
check, bank draft or confirmed wire transfer, in an amount equal to the
Option Price times the number of Common Shares then being purchased
hereunder.
(b) Cashless Exercise. Notwithstanding the payment provisions set
-----------------
forth in Section 2.2 (a) above, the Holder may elect to receive Shares
equal to the value of this Option (or any
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portion thereof vested but unexercised) by surrender of this Option at the
principal office of the Company together with notice of such election, in
which event the Company shall issue to the Holder that number of Shares
computed using the following formula:
X = Y(A-B)
------
A
Where: X = the number of Shares to be issued to Holder;
Y = the number of Shares purchasable under this Option
at the time of such calculation;
A = the Fair Market Value of one Share, and
B = the Exercise Price at the date of such
calculation.
For purposes of this Section 2.2 (b), the Fair Market Value of
one Share shall mean (i) if the Company's Common Stock is listed on
any established stock exchange or national market system, including,
without limitation, the national market quotation system of NASDAQ,
the closing price of one share of the Company's Common Stock (or the
closing bid, if no sales were reported) as quoted on such exchange or
system (or the exchange with the greatest volume of trading in the
Company's Common Stock) on the last market trading day prior to the
day of determination, as reported in the Wall Street Journal or such
other source as the Board of Directors of the Company may deem
reliable; (ii) if the Company's Common Stock is quoted on NASDAQ, but
not the national market thereof, or regularly quoted by a recognized
securities dealer by selling prices are not quoted, the mean between
the high and low asked prices for the Company's Common Stock on the
last market trading day prior to the day of determination, as reported
in the Wall Street Journal, or (iii) as otherwise reasonably
determined by the Board of Directors of the Company, acting in good
faith. The rights granted under this section 2.2(b) shall not be
available (a) for a period of six months after the Holder has
requested inclusion of the Underlying Securities in any registration
statement to be filed by the Company or (b) at any time when the
Underlying Securities may be sold under an effective registration
statement filed by the Company.
(c) Effect of Exercise. Company agrees that the Holder hereof shall
------------------
be deemed the record owner of such Underlying Securities as of the close of
business on the date on which this Option shall have been presented and
payment made for such Underlying Securities as aforesaid. Certificates for
the Underlying Securities so obtained shall be delivered to the Holder
hereof within a reasonable time, not exceeding fourteen (14) days, after
the rights represented by this Option shall have been so exercised. If this
Option shall be exercised in part only or transferred in part by this
Option for cancellation or partial transfer, upon request by the Holder the
Company shall deliver a new Option evidencing the rights of the Holder
hereof to purchase the balance of the Underlying Shares which such Holder
is entitled to purchase hereunder. Exercise in full of the rights
represented by this Option shall not extinguish any rights granted related
to registration of the Underlying shares under the Securities Act of 1933,
as amended (the "Act"), as may be set forth elsewhere herein.
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2.2. EXCHANGE OF OPTION. Subject to the provision of restrictions
------------------
transfer related to the requirement for registration under the Act and such
other restrictions as may be set forth herein; (i) this Option is exchangeable
at the option of the Holder at the aforesaid office of the company for other
Options of different denominations entitling the Holder thereof to purchase in
the aggregate the same number of Common Shares as are purchasable hereunder; and
(ii) this Option may be divided or combined with other Options which carry the
same rights, in either case, upon presentation hereof at the aforesaid office of
the company together with a written notice, signed by the Holder hereof,
specifying the names and denominations in which new Options are to be issued,
and the payment of any transfer tax due in connection therewith.
3. ADJUSTMENT OF OPTION AND NUMBER OF SHARES. Subject and pursuant to the
-----------------------------------------
provisions of this Section 3, the Option Price and number of Common Shares
subject to this Option shall be subject to adjustment from time to time as set
forth hereinafter in this Section 3.
3.1 SUBDIVISION OF SHARES. If the Company shall at any time subdivide its
---------------------
outstanding common Shares by recapitalization, reclassification, stock dividend,
or split-up thereof or other means, the number of Common Shares subject to this
Option immediately prior to such subdivision shall be proportionately increased
and the Option Price shall be proportionately decreased, and if the Company
shall at any time combine the outstanding common Shares by recapitalization,
reclassification or combination thereof or other means, the number of Common
Shares subject to this Option immediately prior to such combination shall be
proportionately decreased and the Option Price shall be proportionately
increased. Any such adjustment and adjustment to the Option Price shall become
effective at the close of business on the record date for such subdivision or
combination.
3.2 DISTRIBUTION OF SECURITIES OR OTHER ASSETS. If the Company after the
------------------------------------------
date hereof shall distribute to all of the holders of its common shares any
securities including, but not limited to Common Shares, or other assets (other
than a cash distribution made as a dividend payable out of earnings or out of
any earned surplus legally available for dividends under the laws of the
jurisdiction of incorporation of the company), the Company shall be required to
make such equitable adjustment in the Option Price and the type and/or number of
Underlying Securities in effect immediately prior to the record date of such
distribution as may be necessary to preserve to the Holder of this Option rights
substantially proportionate to and economically equivalent to those enjoyed
hereunder by such ▇▇▇▇▇▇ immediately prior to the happening of such
distribution. Any such adjustment made reasonably and in good faith by the
Company shall be final and binding upon the Holders and shall become effective
as of the record date for such distribution.
3.3 MINIMUM ADJUSTMENT. No adjustment in the number of Common shares
------------------
subject to this Option or the Option Price shall be required under this Section
3 unless such adjustment would require an increase or decrease in such number of
shares of at least 1% of the then adjusted number of Common shares issuable upon
exercise of the Option, provided, however, that any adjustments which by reason
of the foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount of any
subsequent adjustment. If the Company shall make a record of the Holders of its
Common Shares for the purpose of entitling them to receive any dividend or
adjustment in the number of Common Shares subject to the Option shall be
required by reason of the making of such record.
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3.4 REORGANIZATION. In case of any capital reorganization or
--------------
reclassification or change of the outstanding Common Shares (exclusive of a
change covered by Section 3.1 hereof or which solely affects the par value of
such Common Shares) or in the case of any merger or consolidation of the company
with or into another corporation (other than a consolidated or merger in which
the Company is the continuing corporation and which does not result in any
reclassification, change, capital reorganization or change in the ownership of
the outstanding Common Shares), or in the case of any sale or conveyance or
transfer of all or substantially all of the property of the Company and in
connection with which the Company is dissolved, the Holder of this Option shall
have the right thereafter (until the expiration of the right of exercise of this
Option) to receive upon the exercise hereof, for the same aggregate Option Price
payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property receivable upon such reclassification,
change, capital reorganization, merger or consolidation, or upon the dissolution
following any sale or other transfer, by a holder of the number of Common Shares
of the Company equal to the number of common shares obtainable upon exercise of
this Option immediately prior to such event; and if any reorganization,
reclassification, change, merger, consolidation, sale or transfer also results
in a change in Common Shares covered by Section 3.1, then such adjustment shall
be made pursuant to both this Section 3.4 and Section 3.1. The provisions of
this Section 3.4 shall similarly apply to successive reclassification, or
capital reorganizations, mergers or consolidations, changes, sales or other
transfers.
3.5 FRACTIONAL SHARES. The Company shall not be required to issue
-----------------
fractional Common Shares upon any exercise of this Option. As to any final
fraction of a Common Share which the Holder of this Option would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the same fraction of the
market value of a share of such stock on the business day preceding the day of
exercise or book value as determined by the Company's independent public
accountants if not publicly traded. The Holder of this Option, by his
acceptance hereof, expressly waives any right to receive any fractional shares
of stock upon exercise of this Option. As used herein, the current market price
per share at any date shall be the price of Common Shares on the business day
immediately preceding the event requiring an adjustment hereunder and shall be
(A) if the principal trading market for such securities is an exchange or NASDAQ
NMS, the closing price on such exchange or NASDAQ NMS on such day provided if
trading of such Common Shares is listed on any consolidated tape, the price
shall be the closing price set forth on such consolidated tape or (B) if the
principal market for such securities is the over-the-counter market, the high
bid price on such date as set forth by NASDAQ SmallCap or the NASDAQ Electronic
Bulletin Board, if the security is not quoted on NASDAQ SmallCap or the NASDAQ
Electronic Bulletin Board, the high bid price as set forth in the National
Quotation Bureau sheet listing such securities for such day. Notwithstanding
the foregoing, if there is no reported closing price or high bid price, as the
case may be, on a date prior to the event requiring an adjustment hereunder,
then the current market price shall be determined as of the latest date prior to
such day for which such closing price or high bid price is available.
3.6 CERTIFICATE. Irrespective of any adjustments pursuant to this Section
-----------
3 in the Option Price or in the number, or kind, or class of shares or other
securities or other property obtainable upon exercise of this Option, and
Without impairing any such adjustment, this certificate representing this Option
may continue to express the Option Price and the number of Common Shares
obtainable upon exercise at the same price and number of Common Shares as are
stated herein.
-5-
3.7 DETERMINATION OF SHARES AND OPTION PRICE. Until this Option is
----------------------------------------
exercised, the Underlying Shares, and the Option Price shall be determined
exclusively pursuant to the provisions hereof.
3.8 ADJUSTMENT NOTICE. Upon any adjustment of this Option the Company
-----------------
shall give written notice thereof to the Holder which notice shall include the
number of Underlying Securities purchasable and the price per share upon
exercise of this Option and shall set forth in reasonable detail the events
which resulted in such adjustment.
4. COMMON STOCK. For the purposes of this Option, the terms "Common Shares"
------------
or "Common Stock" shall mean (i) the class of stock designated as the common
stock of the Company on the Effective Date or (ii) any other class of stock
resulting from successive changes or reclassification of such Common Stock
consisting solely of changes from par value to no par value, or from no par
value to par value or changes in par value. If at any time, as a result of an
adjustment made pursuant to Section 3, the securities or other property
obtainable upon exercise of this Option shall include shares or other securities
of another corporation or other property, then thereafter, the number of such
other shares or other securities or property so obtainable shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Shares contained in
Section 3, and all other provisions of this Option with respect to Common Shares
shall apply on like terms to any such other shares or other securities or
property. Subject to the foregoing, and unless the context requires otherwise,
all references herein to Common Shares shall, in the event of an adjustment
pursuant to Section 3, be deemed to refer also to any other shares or other
securities or property when obtainable as a result of such adjustments.
5. OBLIGATIONS OF THE COMPANY. The Company covenants and agrees that:
--------------------------
(a) During the period within which the rights represented by this Option
may be exercised, the Company shall, at all times, reserve and keep available
out of its authorized capital stock, solely for the purposes of issuance upon
exercise of this Option, such number of its Common Shares as shall be issuable
upon the exercise of this Option and at its expense will obtain the listing
thereof on all quotation systems or national securities exchanges on which the
Common Shares are then listed; and if at any time the number of authorized
Common Shares shall not be sufficient to effect the exercise of this Option, the
Company will take such corporate action as may be necessary to increase it
authorized but unissued Common Shares to such number of shares as shall be
sufficient for such purpose; the Company shall have analogous obligations with
respect to any other securities or property issuable upon exercise of this
Option:
(b) All Common Shares which may be issued upon exercise of the rights
represented by this Option will, upon issuance, be validly issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof; and
(c) All original issue taxes payable in respect of the issuance of Common
Shares upon the exercise of the rights represented by this Option shall be borne
by the Company, but in no event shall the Company be responsible or liable for
income taxes or transfer taxes upon the transfer of any Options.
-6-
6. VOTING RIGHTS. Until exercised, this Option shall not entitle the Holder
-------------
hereof to any voting rights or other rights as a shareholder of the Company,
except that the Holder of this Option shall be deemed to be a shareholder of the
company for the purpose of bringing suit on the ground that the issuance of
shares of stock of the Company is improper under the Delaware General
Corporation Law.
7. REGISTRATION RIGHTS OF HOLDERS.
------------------------------
7.1 Piggyback Registration. Subject to the provisions of section 7.2, if
----------------------
at any time or from time to time prior to the period which ends one (1) year
following the exercise period of this Option, as specified in Section 1.4 the
Company shall determine to file a registration statement under the Securities
Act for any sales of Shares of the Common Stock (or any warrants, units,
convertible securities, rights or other securities linked or bundled with any
shares of Common Stock register any of its securities), either for its own
account or otherwise, other than registrations relating solely to securities to
be issued by the Company in connection with any acquisition, employee stock
option or employee stock purchase or savings plan on Form S-4 or S-8 (or
successor forms) under the Securities Act, the Company will:
(a) Give to each Holder written notice of its determination (which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue sky or other
state securities laws) no later then thirty (30) days before its filing
with the Securities and Exchange Commission; and
(b) Include in such registration and any related qualification under
blue sky laws or other compliance, and in any underwriting in connection
with the registrations, all the Registrable Securities specified in a
written request or requests, made within such thirty (30) day period by
Holder or Registrable Securities Holders, except as set forth in Section
7.1 (c) and 7.2 below
(c) If the registration of which the Company gives notice under
Section 7.1 (a) is for a registered public offering involving an
underwriting, the Company shall so advise the Registrable Securities
Holders as part of the written notice under that section. In that event,
the right of any Registrable Securities Holder to registration under such
section shall be conditioned on the participation in the underwriting of
that Registrable Securities Holder and the inclusion of that Registrable
Security Holder's Registrable Securities in the underwriting to the extent
provided in this section. All Registrable Securities Holders proposing to
distribute their securities through the underwriting shall, together with
the Company, enter into an underwriting agreement in customary form with
the underwriter or underwriters selected by the Company. Notwithstanding
any other provision of this section, if the underwriter determines in good
faith that the inclusion of such Registrable Securities would jeopardize
the successful sale of such other securities proposed to be sold by such
underwriter, the underwriter may exclude all Common Stock except that being
sold on behalf of the Company or limit the amount of non-Company Common
Stock, in which case the Registrable Securities Holders shall be entitled
to participate in such registration in proportion to their relative
holdings of Registrable Securities, provided, if it is not the first
--------
registered offering the underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting unless (and
except and to the extent that) there is included (or has previously been
included) in a registration under this
-7-
Section 7, Shares representing at least 33-1/3% of the sum of (i) the
Underlying Shares obtained pursuant to a previous exercise of this Option,
and (ii) the Underlying Shares then obtainable upon exercise of this
Option.
7.2 Rights Not Applicable. Notwithstanding the provisions of Section 7.1,
---------------------
the right of any Registrable Securities Holder to participate in a registration
as provided for in such section shall not exist under the following
circumstances:
(a) If at the time Company would otherwise be required to give the
notice to Registrable Securities Holders under Section 7.1(a), any
Registrable Securities Holder is then a holder of Underlying Shares which
have been acquired pursuant to exercise of the Option, and if such
Registrable Securities Holder is then permitted to sell or transfer the
Underlying Shares under Rule 144 of the Securities and Exchange Commission,
then as to such shares only, the registration rights provided for in
Section 7.1 shall not apply.
(b) The right of Registrable Securities Holders to participate in a
registration as provided for in Section 7.1 shall expire one (1) year
following the period in which this Option can be exercised, as specified in
Section 1.4.
7.3 Expenses. All expenses (which term does not include underwriting
--------
discounts or commissions) incurred in connection with any registration,
qualification, or compliance under Section 7.1, including, without limitation,
all registration, filing, and qualification fees, printing expenses, fees and
disbursements of counsel for the Company, and accounting fees incidental to or
required by such registration shall be borne by the Company; provided, however,
that:
(a) The Company shall be required to pay the fees in connection with
registrations, filings, and qualifications under state securities laws only
with regard to such registrations, filings, and qualifications as the
initiating Registrable Securities Holders may reasonably request in order
to permit adequate distribution and orderly marketing of its securities;
(b) If registration is effected under Section 7.1, any such expenses
which the Company is not required to pay shall be borne by the holders of
the securities so registered, pro-rata on the basis of the number of shares
so registered.
7.4 Company's Continuing Efforts. The Company will keep each
----------------------------
participating Registrable Securities Holder advised in writing of the initiation
and the completion of each registration, qualification, and compliance effected
by the Company under Section 7.1. At the expense of the party or parties at the
time bearing the expenses under Section 7.3 (b) the Company will:
(a) Keep such registration, qualification, or compliance effective
for six (6) months or until the Registrable Securities Holders have
completed the distribution described in the relevant registration
statement, whichever first occurs, provided that the each Registrable
Securities Holder of Registrable Securities included in such a
registration, qualification, or compliance shall use its best efforts to
distribute those Registrable Securities as promptly as practicable
consistent with the distribution described in the relevant registration
statement and with requirements for the orderly marketing of those
securities; and
-8-
(b) Furnish as many prospectuses and other documents incident to the
registration, qualification, and compliance as Holder from time to time may
reasonably request.
8. TRANSFERS.
---------
8.1 This Option is granted to Holder as an incentive to remain a
consultant to the Company, and to continue performing services to Company
pursuant to the Agreement. Therefore, this Option is not transferable in whole
or in part without the express consent of Company, which consent may be withheld
for any reason in Company's sole discretion.
8.2 No transfer of all or a portion of the Option or Underlying Securities
shall be made at any time unless such transfer is registered under the
Securities Act and registered or qualified pursuant to applicable state
securities laws or exemptions from such requirements are available and the
Company shall have been supplied with evidence reasonably satisfactory to it
that such transfer is not in violation of the Act and applicable state
securities laws. Subject to the satisfaction of the aforesaid condition and
upon surrender of this Option or certificates for any Underlying Securities at
the office of the Company, the Company shall deliver a new Option or Options or
new certificates or certificates for Underlying Securities to and in the name of
the assignee or assignees named therein. Any such certificate may bear a legend
reflecting the restrictions on transfer set forth herein.
9. LOST, STOLEN OR MUTILATED OPTION. If this Option is lost, stolen,
--------------------------------
mutilated or destroyed, the Company shall, on such terms as to indemnity or
otherwise as the Company may reasonably impose, issue a new Option of like
denomination, tenor and date. Any such new Option shall constitute an original
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Option shall be at any time enforceable by
anyone.
10. ISSUANCE OF SUCCESSOR OPTION. Any Option issued pursuant to the provisions
----------------------------
of Section 9, or upon transfer, exchange, division or partial exercise of this
Option or combination thereof with another Option or Options, shall set forth
each provision set forth in this Option as each such provision is set forth
herein, and shall be duly executed on behalf of the Company by its chief
executive officer.
11. SURRENDER OF OPTION. Upon surrender of this Option for transfer or
-------------------
exchange or upon the exercise hereof, this Option shall be canceled by the
Company, and shall not be reissued by the Company and, except as provided in
Section 2 in case of a partial exercise or an exchange or Section 8 in case of a
transfer, or Section 9 in case of mutilation. Any new Option certificate shall
be issued promptly but not later than fourteen (14) days after receipt of the
old Option certificate.
12. SUCCESSORS. This Option shall inure to the benefit of and be binding upon
----------
the Holder hereof, the Company and their respective successors, heirs,
executors, legal representatives and assigns.
13. NOTICES. All notices required hereunder shall be in writing and shall be
-------
deemed given when telegraphed, delivered personally, or within two (2) days
after being sent by Federal Express, Airborne Express, UPS or other recognized
international overnight courier, to the party to whom such notice is intended,
at the address of such other party as set forth on the first page hereof, or at
such other address of which the Company or Holder has been advised by the notice
hereunder.
-9-
14. SEVERABILITY. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the Holders
shall be enforceable to the fullest extent permitted by law.
15. APPLICABLE LAW. The validity, interpretation and performance of this
--------------
Option and of the terms and provisions hereof shall be governed by the laws of
the State of California applicable to agreements entered into and performed
entirely in such state. The Federal and State Courts which sit in the County of
Los Angeles, State of California shall have exclusive jurisdiction over any
dispute arising hereunder.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its duly authorized officer as of May 28, 1998.
VITAFORT INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Operating Officer
Chief Financial Officer
ACCEPTED AS OF THE EFFECTIVE DATE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-10-
EXHIBIT "A"
-----------
PURCHASE FORM
TO BE EXECUTED
UPON EXERCISE OF OPTION
The undersigned record holder of the within Option hereby irrevocably
elects to exercise the right to purchase __________________ Common Shares
evidenced by the within Option, according to the terms and conditions thereof,
and herewith makes payment of the purchase price in full.
The undersigned requests that certificates for such shares and Options
shall be issued in the name set forth below.
Dated:_____________________
By: _______________________________________
Signature
___________________________________________
Print Name and Title of Signatory
___________________________________________
Name to whom certificates are to be issued
if different from above.
Address: __________________________________________________
Social Security No. or other identifying number: __________
If said number of shares and Options shall not be all of the shares purchasable
under the within Option, the undersigned requests that a new Option for the
unexercised portion be registered in the name of:
________________________
(Please Print)
Address:___________________________________________________
Social Security No. or other identifying number:___________
Signature: ____________________________________
____________________________________
Print Name of Signatory
-11-
FORM OF ASSIGNMENT
------------------
FOR VALUE RECEIVED ____________________________ hereby sells, assigns and
transfers to _____________________________________ (Social Security or I.D. No.
________________________) the within Option, or that portion of this Option
purchasable for common shares together with all rights, title and interest
therein, and does hereby irrevocably constitute and appoint attorney to transfer
such Option on the register of the within named Company, with full power of
substitution.
____________________________________
Signature
Dated:
Signature Guaranteed:
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