EXHIBIT 10.2
OPTION AGREEMENT AND AGREEMENT TO AMEND LEASE
This Agreement is entered into this 5th day of November, 2003 by and
between the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Estate"), Minnesota River Aviation Inc., a Minnesota corporation,
with its principal place of business located at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("MRAI"), ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), and Dotronix, Inc., a Minnesota
corporation, with its principal place of business located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇., ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("Dotronix").
WHEREAS, Dotronix and the Estate are parties to a certain Agreement to Extend
and Amend Loan and Security Agreement (the "Loan Amendment"), and Dotronix and
Myrhe are parties to a certain Agreement to Loan Funds (the "Funds Agreement"),
both such agreements of even date herewith; and
WHEREAS, the parties agree that the Loan Amendment and the Funds Agreement are
contingent upon the signing of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, as well as the consideration set forth in the Loan Amendment and the
Funds Agreement, the parties hereto agree as follows:
1. Upon the fulfillment of the parties' obligations under the Loan
Amendment and the Funds Agreement, the Estate and MRAI shall grant
options to ▇▇▇▇▇ to purchase an aggregate of up to one million
(1,000,000) shares of Dotronix common stock from the Estate and MRAI at
five cents ($.05) per share. These options must be exercised, if at
all, not later than seven (7) years from the date of this Agreement.
2. Upon the fulfillment of the parties' obligations under the Loan
Amendment and the Funds Agreement, the Estate and Dotronix shall amend
the Lease dated April 26, 1999 by and between Dotronix and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, with respect to real property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, so as to enable Dotronix to terminate
the Lease without cause at any time in its sole discretion upon twelve
(12) months prior written notice.
3. In addition:
(a) The parties shall each pay their own fees and expenses related
to the transactions contemplated and agreed to herein,
including, without limitation, attorney and accountant fees.
(b) The transactions contemplated herein are confidential and may
not be disclosed to anyone other than the parties' respective
legal and financial representatives, and except as required by
law (including the public disclosure obligations of Dotronix),
without the consent of the other party.
(c) The purpose of this Agreement is to set forth the essential
terms and conditions of the agreement of the parties. Upon
execution of this Agreement, the parties shall prepare
definitive documents to fully reflect the parties
understanding and agreement, which definitive documents shall
replace this Agreement.
(d) Time is of the essence to this Agreement and the parties agree
to use their best efforts to complete the documentation agreed
to herein by November 14, 2003.
(e) This Agreement shall be binding upon and insure to the benefit
of the parties, their respective successors and their assigns.
(f) Capitalized terms which are used in this Agreement and are not
otherwise defined in this Agreement have the meanings assigned
to them in the Loan Amendment and the Funds Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.
The Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By its Personal Representatives
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
MINNESOTA RIVER AVIATION, INC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
DOTRONIX, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Financial Officer