OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of the day of March,
1996, by and between Decor Group, Inc., a Delaware corporation maintaining a
place of business at 320 Washington Street, Mt. Vernon, New York 10553
(hereinafter referred to as the "Company") and Interiors, Inc., a Delaware
corporation maintaining a place of business at 320 Washington Street, Mt.
Vernon, New York 10553 ("Interiors" or "Optionholder").
W I T N E S S E T H:
WHEREAS, in connection with a certain exchange of securities between
the Company and the Optionholder, the Company has agreed to grant to
Optionholder an option (the "Option") to acquire shares (the "Shares") of its'
Class B Non-Convertible Voting Preferred Stock (the "Class B Preferred Stock")
pursuant to the terms herein.
NOW THEREFORE, in consideration of the mutual covenants, conditions
and premises contained herein, the parties hereto agree, subject to the terms
and conditions herein, as follows:
1. The Option.
(a) Upon execution hereof, the Company grants to the
Optionholder the right and option to purchase twenty million (20,000,000)
Shares (the "Option Shares"), at a price of $.0001 per share.
(b) The Option shall be exercisable for a period of four (4)
years from the date
hereof.
(c) The Option Shares granted to Optionholder pursuant to
Paragraph 1(a) hereof shall vest upon execution of this Agreement.
2. Method of Exercise. Each exercise of an option granted hereunder,
shall be by means of a notice of exercise (the "Notice of Exercise") delivered
to the Company specifying the number of Common Shares to be purchased. Within
five (5) days of receiving the Notice of Exercise, the Company shall schedule a
closing, which shall be no more than five (5) days later. the closing, the
Company shall deliver the Common Shares to the Optionholder with the
appropriate transfer documents and Optionholder shall pay to the Company the
full purchase price of such exercised Common Shares either in cash or by check.
All Common Shares issued pursuant to such option shall be fully paid and
nonassessable and shall not be subject to any liens.
3. Stockholder Rights. Neither the Optionholder nor any other person
legally entitled to exercise the Option shall be entitled to any of the rights
or privileges of a stockholder of the Company with respect to any common shares
issuable upon any exercise of the Option unless and until the Option is
exercised.
4. No Waiver. The failure of any of the parties hereto to enforce any
provisions hereof on any occasion shall not be deemed to be a waiver of any
privilege given by any provision of this Agreement.
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5. Entire Agreement. This Agreement constitutes the entire agreement
on the understanding of the parties hereto, and no amendment, modification or
waiver of any provision herein shall be effective, unless in writing, executed
by the party charged therewith.
6. Governing Law. This Agreement shall be construed and interpreted
and enforced in accordance with and shall be governed by the laws of the State
of New York.
7. Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of the parties and their successors and assigns.
8. Paragraph Headings. The paragraph headings herein have been
inserted for convenience of reference only and shall no way modify or restrict
any of the terms of the provisions hereof.
9. Notices. Any notice required or permitted to be delivered hereunder
shall be deemed effective five (5) days after mailing when sent by United
States mail, postage prepaid, certified mail, return receipt requested,
addressed to Optionholder or the Company, as the case may be, at the addresses
set forth below:
If to Optionholder:
Interiors, Inc.
320 Washington Street
Mt. Vernon, NY 10553
Attn: Max Munn
If to the Company:
Decor Group, Inc.
320 Washington Street
Mt. Vernon, NY 10553
Attn: Donald Feldman
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10. Unenforceability and Severability. If any provision of this
Agreement is found to be void or unenforceable by a court of competent
jurisdiction, then the remaining provisions of this Agreement shall
nevertheless be binding upon the parties with the same force and effect as
though the unenforceable part has been severed and deleted.
11. Counterparts. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
12. Further Assurances. The Company and Optionholder agrees to execute
and deliver to each other such documents as the other party shall reasonably
request to effectuate the purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this __ day of March, 1995.
DECOR GROUP, INC.
By: /s/ Donald Feldman
-------------------------
Donald Feldman
INTERIORS, INC.
By: /s/ Max Munn
-------------------------
Max Munn
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