EXHIBIT 5
The agreements and attachments thereto are in the following
file named order.
"CS8 A AR" IS:
1. "CS8" MEANS CONSULTANT S-8 REGISTERATION STATEMENT;
2. "A" MEANS AGREEMENT (CONSULTING);
3. AR IS FOR ALLAN RIBBLER (THE INITIALS OF THE
CONSULTANT).
"CS8 B AR" IS:
1. "CS8" MEANS CONSULTANT S-8 REGISTERATION STATEMENT;
2. "B" MEANS THE OPTION AGREEMENT (EXHIBIT B AT TOP);
3. "AR" MEANS THE INITIAL OF THE CONSULTANT.
"CS8 C AR" IS:
1. "CS8" IS FOR CONSULTANT S-8 REGISTERATION STATEMENT:
2. "C" MEANS THE OPTION CERTIFICATE;
"AR" IS THE INITIALS OF THE CONSULTANT.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
Allan Ribbler, PhD with principal place of
business located in Coral Springs, Fl.,
hereafter referred to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. DigiMedia USA shall have the right
to review the qualifications of persons who
are to perform the requested services.
DigiMedia USA may reject personnel if
professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the
services to be performed by Consultant,
DigiMedia USA agrees to sell to Consultant
Dr. Alan Ribbler [9,615] shares of the common
stock of DigiMedia USA, to take place
pursuant to the terms and conditions as set
forth on the Option Agreement attached hereto
as Exhibit B. Services to be performed by
Consultant under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA. In
addition, consultant shall receive (a). A 4%
royalty of the gross profit from program
development sales; (b) A 4% commission of
the gross profit from consultant's marketing
sales.
For purposes of this agreement,
gross profit is defined as revenue less
reimbursement of direct costs of sales (i.e.,
training on the use of program, materials,
travel and other related delivery and
marketing expenses) and related hardware
costs (i.e., CD-I players, monitors, VCRs and
related playback equipment for the purchaser
of the sale).
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree
that they will indemnify and hold harmless
each other and such other's respective
directors, officers, employees and each
person, if any, who controls such other
entity within the meaning of Section 15 of
the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934 (any and
all of whom are referred to as "Indemnified
Party") from and against any and all losses,
claims, damages and liabilities, joint or
several (including all legal or other
expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim,
action, or proceeding, whether or not
resulting in any liability), to which such
Indemnified Party may become subject under
applicable federal or state law or otherwise
caused by or arising out of, or allegedly
caused by or arising out of, this Agreement
or transactions covered by this Agreement or
the performance of the services provided for
herein; provided however, that such party
will not be liable hereunder to the extent
that any loss, claim, damage or liability is
found in a final non-appealable judgment by a
court to have resulted from gross negligence
or bad faith in performing the services
described herein. This provision shall
survive termination of this Agreement.
7. The term of this Agreement shall
be for three years, commencing October 3,
1996 and continuing through to October 3,
1999.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise
required by law, either during or subsequent
to the term of this Agreement, directly or
indirectly disclose or publish to any
unauthorized person any information
designated in writing as secret or
confidential by DigiMedia USA or by
Consultant without the written consent of the
other party; nor will either party disclose
to anyone other than Personnel of one of the
parties, or use in any way other than in the
course of the performance of this Agreement,
any information not known to the general
public or recognized as standard practice,
whether acquired or developed during
performance of this Agreement obtained from
either party or obtained prior to contract.
(b) Neither party shall be
obligated by this Section with respect to any
information which is published or becomes
publicly available through no fault of the
party receiving such information under this
Agreement; or rightfully received from third
parties; is developed independently; or is in
their possession five (5) years after the
effective date of this Agreement. Each party
is likely to be exposed to certain business
information of the other party not related to
the Services, which is considered by the
other party to be proprietary and
confidential, including but not limited to
customer, product and financial information.
The parties hereto agree to avoid the
unauthorized dissemination or publication of
such proprietary information by using the
same degree of care with regard to such
information and the same methods to prevent
the publication thereof as each employs with
respect to its own proprietary information of
a similar nature.
(c) Upon termination or
expiration of this Agreement, Consultant will
return to DigiMedia USA all material, written
or descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents
which contain any such confidential
information if requested.
(d) The confidentiality
obligation imposed hereunder shall survive
the termination of this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be
deemed to have been given on the date
delivery is acknowledged, and shall be made
by recognized courier service or by U.S.
Mail, certified, return receipt requested, to
the address of each party set forth in the
heading of the Agreement, or to such other
address as either party may substitute by
written notice to the other party.
10. This Agreement shall be binding on,
and inure to the benefit of, the parties
hereto and their respective heirs, legal
representatives, successors or assigns.
Neither party shall assign its obligations
hereunder without the express written consent
of the other party.
11. The following Exhibits, annexed
hereto or incorporated herein are hereby made
a part of this Agreement. Exhibit (A),(B),
This Agreement constitutes the entire
Agreement and understanding between the
parties hereto and integrates all prior
negotiations, discussions and agreements
between them. No modifications of the terms
of this Agreement shall be valid unless in
writing and signed by an authorized
representative of each party hereto or their
successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant
DigiMedia USA, Inc.
By:_________________________
By:_______________________
Gene Farmer, Vice-President
Dated: ______________________
Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. Developing and marketing of a
series of programs focusing on "stress
management" within by not limited to the
groups of general stress management,
catastrophic and rehabilitative stress
management, and pediatric stress management.
2. Such other advisory
services as may be mutually agreed upon.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and Allan
Ribbler PhD (the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated October 3,
1996, between the Company and the Registered Holder, which
Consulting Services Agreement provides for the issuance of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[9,615] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $.468, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on October 3,
1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination Date"). Each Option shall be deemed to have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of the Option Certificate. The exercise form, attached
hereto as Exhibit B shall be executed by the Registered
Holder (or Registered Holders) or his attorney duly
authorized in writing and will be delivered to the Company
at its corporate office together with payment to the order
of the Company in cash or by official bank or certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated:
Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103601 9,615 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies Allan Ribbler,
or his
registered assigns ("Option Holder") ' is the registered
owner of the above indicated number of Options (hereinafter
referred to as the "Option") expiring on ("Expiration
Date"). One (1) Option entitles the Option Holder to
purchase one (1) share of common stock, $.000667 par value
("Share"), from DigiMedia USA, Inc., a Nevada corporation
("Company"), at a purchase price of One Hundred (100%)
percent of the NASD closing bid price for over-the-counter
securities as of the date vested per share of Common Stock
("Exercise Price"), commencing on October 3, 1996 and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise form
hereon duly completed and executed with payment of the
Exercise Price at the office of the Company being 2454 NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as of October 3, 1996 (the "Option Agreement") between the
Company and David Bawarsky. The Option Holder may exercise
all or any number of Options. Reference hereby is made to
the provisions on the following pages of this Option
Certificate and to the provisions of the Option Agreement,
all of which are incorporated by reference in and made a
part of this Option Certificate and shall for all purposes
have the same effect as though fully set forth at this
place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
Bohdan Moroz M.D., with principal place of
business located at Fort Lauderdale. Fl.,
hereafter referred to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. DigiMedia USA shall have the right
to review the qualifications of persons who
are to perform the requested services.
DigiMedia USA may reject personnel if
professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the
services to be performed by Consultant,
DigiMedia USA agrees to sell to Consultant
Bohdan Moroz M.D. [120,000] shares of the
common stock of DigiMedia USA, to take place
pursuant to the terms and conditions as set
forth on the Option Agreement attached hereto
as Exhibit B. Services to be performed by
Consultant under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA. In
addition, consultant shall receive
(a). A 4% royalty of the gross profit
from program development
sales;
(b) A 4% commission of the gross
profit from consultant's marketing sales.
For purposes of this agreement, gross
profit is defined as revenue less reimbursement of
direct costs of sales (i.e., training on the use
of program, materials, travel and other related
delivery and marketing expenses) and related
hardware costs (i.e., CD-I players, monitors, VCRs
and related playback equipment for the purchaser
of the sale).
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree that
they will indemnify and hold harmless each other
and such other's respective directors, officers,
employees and each person, if any, who controls
such other entity within the meaning of Section 15
of the Securities Act of 1933 or Section 20 of the
Securities Exchange Act of 1934 (any and all of
whom are referred to as "Indemnified Party") from
and against any and all losses, claims, damages
and liabilities, joint or several (including all
legal or other expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim, action,
or proceeding, whether or not resulting in any
liability), to which such Indemnified Party may
become subject under applicable federal or state
law or otherwise caused by or arising out of, or
allegedly caused by or arising out of, this
Agreement or transactions covered by this
Agreement or the performance of the services
provided for herein; provided however, that such
party will not be liable hereunder to the extent
that any loss, claim, damage or liability is found
in a final non-appealable judgment by a court to
have resulted from gross negligence or bad faith
in performing the services described herein. This
provision shall survive termination of this
Agreement.
7. The term of this Agreement shall be
for three years, commencing on September 30, 1996
and continuing through to September 30, 1999.
This agreement shall be automatically extended
beyond the initial three (3) year period upon the
mutual consent of both parties which will be
presumed unless notice to the contrary is set
forth in writing by either party and delivered to
the other thirty (30) days prior to the end of the
initial term. In addition, either party may
terminate this agreement, at any time, with or
without cause, upon forty-five (45) days written
notice to the other party. Notwithstanding
termination of this agreement, the Company shall
remain obliged to pay Consultant for any amounts
accrued hereunder prior to the end of the term or
termination of the agreement.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise required by
law, either during or subsequent to the term of
this Agreement, directly or indirectly disclose or
publish to any unauthorized person any information
designated in writing as secret or confidential by
DigiMedia USA or by Consultant without the written
consent of the other party; nor will either party
disclose to anyone other than Personnel of one of
the parties, or use in any way other than in the
course of the performance of this Agreement, any
information not known to the general public or
recognized as standard practice, whether acquired
or developed during performance of this Agreement
obtained from either party or obtained prior to
contract.
(b) Neither party shall be obligated by
this Section with respect to any information which
is published or becomes publicly available through
no fault of the party receiving such information
under this Agreement; or rightfully received from
third parties; is developed independently; or is
in their possession five (5) years after the
effective date of this Agreement. Each party is
likely to be exposed to certain business
information of the other party not related to the
Services, which is considered by the other party
to be proprietary and confidential, including but
not limited to customer, product and financial
information. The parties hereto agree to avoid
the unauthorized dissemination or publication of
such proprietary information by using the same
degree of care with regard to such information and
the same methods to prevent the publication
thereof as each employs with respect to its own
proprietary information of a similar nature.
(c) Upon termination or expiration
of this Agreement, Consultant will return to
DigiMedia USA all material, written or
descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents which
contain any such confidential information if
requested.
(d) The confidentiality obligation
imposed hereunder shall survive the termination of
this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be deemed
to have been given on the date delivery is
acknowledged, and shall be made by recognized
courier service or by U.S. Mail, certified, return
receipt requested, to the address of each party
set forth in the heading of the Agreement, or to
such other address as either party may substitute
by written notice to the other party.
10. This Agreement shall be binding on, and
inure to the benefit of, the parties hereto and
their respective heirs, legal representatives,
successors or assigns. Neither party shall assign
its obligations hereunder without the express
written consent of the other party.
11. The parties agree that ownership rights
to all and any program developed pursuant to the
terms of this agreement shall vest solely with the
company and any courseware prepared by consultant
as arthor shall be the work product of the
company.
12. The following Exhibits, annexed hereto
or incorporated herein are hereby made a part of
this Agreement. Exhibit (A). This Agreement
constitutes the entire Agreement and understanding
between the parties hereto and integrates all
prior negotiations, discussions and agreements
between them. No modifications of the terms of
this Agreement shall be valid unless in writing
and signed by an authorized representative of each
party hereto or their successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant DigiMedia USA, Inc.
By:_________________________ By:____________________
Gene Farmer, Vice President
Dated: ______________________ Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. Developing and marketing of a series of programs
focusing on "stress management" within by not limited to the
groups of general stress management, catastrophic and
rehabilitative stress management.
2. Such other advisory
services as may be mutually agreed upon.
For the purposes of this agreement
developing shall include supplementing
production costs of $5,000 with additional
funds up to $10,000 wherein costs above the
initial $5,000 shall be approved by
Consultant in advance of incurrence.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and Bohdan
Moroz MD (the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated October 3,
1996, between the Company and the Registered Holder, which
Consulting Services Agreement provides for the issuance of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[120,000] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $.468, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on October 3,
1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination Date"). Each Option shall be deemed to have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of the Option Certificate. The exercise form, attached
hereto as Exhibit B shall be executed by the Registered
Holder (or Registered Holders) or his attorney duly
authorized in writing and will be delivered to the Company
at its corporate office together with payment to the order
of the Company in cash or by official bank or certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated:
Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103602 120,000 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies Bohdan Moroz,
MD, or his
registered assigns ("Option Holder") ' is the registered
owner of the above indicated number of Options (hereinafter
referred to as the "Option") expiring on ("Expiration
Date"). One (1) Option entitles the Option Holder to
purchase one (1) share of common stock, $.000667 par value
("Share"), from DigiMedia USA, Inc., a Nevada corporation
("Company"), at a purchase price of One Hundred (100%)
percent of the NASD closing bid price for over-the-counter
securities as of the date vested per share of Common Stock
("Exercise Price"), commencing on October 3, 1996 and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise form
hereon duly completed and executed with payment of the
Exercise Price at the office of the Company being 2454 NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as of October 3, 1996 (the "Option Agreement") between the
Company and David Bawarsky. The Option Holder may exercise
all or any number of Options. Reference hereby is made to
the provisions on the following pages of this Option
Certificate and to the provisions of the Option Agreement,
all of which are incorporated by reference in and made a
part of this Option Certificate and shall for all purposes
have the same effect as though fully set forth at this
place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
David Bawarsky with principal place of
business located at 2121 West Oakland Park
Blvd., Oakland Park. Fl., hereafter referred
to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. DigiMedia USA shall have the right
to review the qualifications of persons who
are to perform the requested services.
DigiMedia USA may reject personnel if
professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the services
to be performed by Consultant, DigiMedia USA
agrees to sell to Consultant David Bawarsky
[250,000] shares of the common stock of
DigiMedia USA, to take place pursuant to the
terms and conditions as set forth on the
Option Agreement attached hereto as Exhibit
B. Services to be performed by Consultant
under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA. In
addition, consultant shall receive [75,000]
shares of restricted common stock.
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree
that they will indemnify and hold harmless
each other and such other's respective
directors, officers, employees and each
person, if any, who controls such other
entity within the meaning of Section 15 of
the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934 (any and
all of whom are referred to as "Indemnified
Party") from and against any and all losses,
claims, damages and liabilities, joint or
several (including all legal or other
expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim,
action, or proceeding, whether or not
resulting in any liability), to which such
Indemnified Party may become subject under
applicable federal or state law or otherwise
caused by or arising out of, or allegedly
caused by or arising out of, this Agreement
or transactions covered by this Agreement or
the performance of the services provided for
herein; provided however, that such party
will not be liable hereunder to the extent
that any loss, claim, damage or liability is
found in a final non-appealable judgment by a
court to have resulted from gross negligence
or bad faith in performing the services
described herein. This provision shall
survive termination of this Agreement.
7. The term of this Agreement shall
be for three years, commencing on October 3,
1996 and continuing through to October 3,
1999.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise
required by law, either during or subsequent
to the term of this Agreement, directly or
indirectly disclose or publish to any
unauthorized person any information
designated in writing as secret or
confidential by DigiMedia USA or by
Consultant without the written consent of the
other party; nor will either party disclose
to anyone other than Personnel of one of the
parties, or use in any way other than in the
course of the performance of this Agreement,
any information not known to the general
public or recognized as standard practice,
whether acquired or developed during
performance of this Agreement obtained from
either party or obtained prior to contract.
(b) Neither party shall be
obligated by this Section with respect to any
information which is published or becomes
publicly available through no fault of the
party receiving such information under this
Agreement; or rightfully received from third
parties; is developed independently; or is in
their possession five (5) years after the
effective date of this Agreement. Each party
is likely to be exposed to certain business
information of the other party not related to
the Services, which is considered by the
other party to be proprietary and
confidential, including but not limited to
customer, product and financial information.
The parties hereto agree to avoid the
unauthorized dissemination or publication of
such proprietary information by using the
same degree of care with regard to such
information and the same methods to prevent
the publication thereof as each employs with
respect to its own proprietary information of
a similar nature.
(c) Upon termination or
expiration of this Agreement, Consultant will
return to DigiMedia USA all material, written
or descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents
which contain any such confidential
information if requested.
(d) The confidentiality
obligation imposed hereunder shall survive
the termination of this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be
deemed to have been given on the date
delivery is acknowledged, and shall be made
by recognized courier service or by U.S.
Mail, certified, return receipt requested, to
the address of each party set forth in the
heading of the Agreement, or to such other
address as either party may substitute by
written notice to the other party.
10. This Agreement shall be binding on,
and inure to the benefit of, the parties
hereto and their respective heirs, legal
representatives, successors or assigns.
Neither party shall assign its obligations
hereunder without the express written consent
of the other party.
11. The following Exhibits, annexed
hereto or incorporated herein are hereby made
a part of this Agreement. Exhibit (A),(B),
This Agreement constitutes the entire
Agreement and understanding between the
parties hereto and integrates all prior
negotiations, discussions and agreements
between them. No modifications of the terms
of this Agreement shall be valid unless in
writing and signed by an authorized
representative of each party hereto or their
successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant
DigiMedia USA, Inc.
By:_________________________ By:________________________
Gene Farmer, Vice-President
Dated: ______________________ Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. To develop, at no cost to DigiMedia USA. a
corporate promotional program for National Data Corp. (Cost
not to exceed $5,000.00).
2. To provide production of DigiMedia USA's programs
at favorable rates.
3. To be the exclusive production company for
DigiMedia USA's Cdi programs for the duration of this
agreement. This provision may be canceled upon thirty (30)
days notice with said cancellation not affecting any other
provision of the agreement.
4. Such other advisory services
as may be mutually agreed upon.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and David
Bawarsky (the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated September
30, 1996, between the Company and the Registered Holder,
which Consulting Services Agreement provides for the
issuance of options to purchase common stock of the Company
on terms and conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[250,000] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $1.00, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on September
27, 1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on September 30, 1998
(the "Termination Date"). Each Option shall be deemed to
have been exercised immediately prior to the close of
business on the date (the "Exercise Date") of the surrender
for exercise of the Option Certificate. The exercise form,
attached hereto as Exhibit B shall be executed by the
Registered Holder (or Registered Holders) or his attorney
duly authorized in writing and will be delivered to the
Company at its corporate office together with payment to the
order of the Company in cash or by official bank or
certified check of an amount equal to the aggregate Exercise
Price, in lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated:
Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103603 250,000 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies David Bawarsky,
or his
registered assigns ("Option Holder") ' is the registered
owner of the above indicated number of Options (hereinafter
referred to as the "Option") expiring on ("Expiration
Date"). One (1) Option entitles the Option Holder to
purchase one (1) share of common stock, $.000667 par value
("Share"), from DigiMedia USA, Inc., a Nevada corporation
("Company"), at a purchase price of One Hundred (100%)
percent of the NASD closing bid price for over-the-counter
securities as of the date vested per share of Common Stock
("Exercise Price"), commencing on October 3, 1996 and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise form
hereon duly completed and executed with payment of the
Exercise Price at the office of the Company being 2454 NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as of October 3, 1996 (the "Option Agreement") between the
Company and David Bawarsky. The Option Holder may exercise
all or any number of Options. Reference hereby is made to
the provisions on the following pages of this Option
Certificate and to the provisions of the Option Agreement,
all of which are incorporated by reference in and made a
part of this Option Certificate and shall for all purposes
have the same effect as though fully set forth at this
place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
Douglas Stepelton with principal place of
business located at Fort Lauderdale. Fl.,
hereafter referred to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. DigiMedia USA shall have the right
to review the qualifications of persons who
are to perform the requested services.
DigiMedia USA may reject personnel if
professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the services
to be performed by Consultant, DigiMedia USA
agrees to sell to Consultant Douglas
Stepelton [100,000] shares of the common
stock of DigiMedia USA, to take place
pursuant to the terms and conditions as set
forth on the Option Agreement attached hereto
as Exhibit B. Services to be performed by
Consultant under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA. In
addition, consultant shall receive a 6%
royalty on the net proceeds from sales
relating to the stress management series
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree
that they will indemnify and hold harmless
each other and such other's respective
directors, officers, employees and each
person, if any, who controls such other
entity within the meaning of Section 15 of
the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934 (any and
all of whom are referred to as "Indemnified
Party") from and against any and all losses,
claims, damages and liabilities, joint or
several (including all legal or other
expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim,
action, or proceeding, whether or not
resulting in any liability), to which such
Indemnified Party may become subject under
applicable federal or state law or otherwise
caused by or arising out of, or allegedly
caused by or arising out of, this Agreement
or transactions covered by this Agreement or
the performance of the services provided for
herein; provided however, that such party
will not be liable hereunder to the extent
that any loss, claim, damage or liability is
found in a final non-appealable judgment by a
court to have resulted from gross negligence
or bad faith in performing the services
described herein. This provision shall
survive termination of this Agreement.
7. The term of this Agreement shall
be for three years, commencing on September
30, 1996 and continuing through to September
30, 1999.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise
required by law, either during or subsequent
to the term of this Agreement, directly or
indirectly disclose or publish to any
unauthorized person any information
designated in writing as secret or
confidential by DigiMedia USA or by
Consultant without the written consent of the
other party; nor will either party disclose
to anyone other than Personnel of one of the
parties, or use in any way other than in the
course of the performance of this Agreement,
any information not known to the general
public or recognized as standard practice,
whether acquired or developed during
performance of this Agreement obtained from
either party or obtained prior to contract.
(b) Neither party shall be
obligated by this Section with respect to any
information which is published or becomes
publicly available through no fault of the
party receiving such information under this
Agreement; or rightfully received from third
parties; is developed independently; or is in
their possession five (5) years after the
effective date of this Agreement. Each party
is likely to be exposed to certain business
information of the other party not related to
the Services, which is considered by the
other party to be proprietary and
confidential, including but not limited to
customer, product and financial information.
The parties hereto agree to avoid the
unauthorized dissemination or publication of
such proprietary information by using the
same degree of care with regard to such
information and the same methods to prevent
the publication thereof as each employs with
respect to its own proprietary information of
a similar nature.
(c) Upon termination or
expiration of this Agreement, Consultant will
return to DigiMedia USA all material, written
or descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents
which contain any such confidential
information if requested.
(d) The confidentiality
obligation imposed hereunder shall survive
the termination of this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be
deemed to have been given on the date
delivery is acknowledged, and shall be made
by recognized courier service or by U.S.
Mail, certified, return receipt requested, to
the address of each party set forth in the
heading of the Agreement, or to such other
address as either party may substitute by
written notice to the other party.
10. This Agreement shall be binding on,
and inure to the benefit of, the parties
hereto and their respective heirs, legal
representatives, successors or assigns.
Neither party shall assign its obligations
hereunder without the express written consent
of the other party.
11. The following Exhibits, annexed
hereto or incorporated herein are hereby made
a part of this Agreement. Exhibit (A),(B),
This Agreement constitutes the entire
Agreement and understanding between the
parties hereto and integrates all prior
negotiations, discussions and agreements
between them. No modifications of the terms
of this Agreement shall be valid unless in
writing and signed by an authorized
representative of each party hereto or their
successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant
DigiMedia USA, Inc.
By:_________________________ By:________________________
Gene Farmer, Vice-President
Dated: ______________________ Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. Advice concerning management,
marketing and operational and consulting
strategic planning, corporate organization
and structure, financial matters in
connection with expansion of services,
acquisitions, mergers, governmental relations
and other similar business concerns.
2. Assist and monitor the
services provided by the Company's
advertising firm and public relations firm
and other professionals hired by the Company.
3. Such other advisory services
as may be mutually agreed upon.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and Douglas
Stepelton (the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated October 3,
1996, between the Company and the Registered Holder, which
Consulting Services Agreement provides for the issuance of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[100,000] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $.468, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on October 3,
1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination Date"). Each Option shall be deemed to have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of the Option Certificate. The exercise form, attached
hereto as Exhibit B shall be executed by the Registered
Holder (or Registered Holders) or his attorney duly
authorized in writing and will be delivered to the Company
at its corporate office together with payment to the order
of the Company in cash or by official bank or certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated: Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103604 100,000 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies Douglas
Stepelton, or his
registered assigns ("Option Holder") ' is the registered
owner of the above indicated number of Options (hereinafter
referred to as the "Option") expiring on ("Expiration
Date"). One (1) Option entitles the Option Holder to
purchase one (1) share of common stock, $.000667 par value
("Share"), from DigiMedia USA, Inc., a Nevada corporation
("Company"), at a purchase price of One Hundred (100%)
percent of the NASD closing bid price for over-the-counter
securities as of the date vested per share of Common Stock
("Exercise Price"), commencing on October 3, 1996 and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise form
hereon duly completed and executed with payment of the
Exercise Price at the office of the Company being 2454 NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as of October 3, 1996 (the "Option Agreement") between the
Company and David Bawarsky. The Option Holder may exercise
all or any number of Options. Reference hereby is made to
the provisions on the following pages of this Option
Certificate and to the provisions of the Option Agreement,
all of which are incorporated by reference in and made a
part of this Option Certificate and shall for all purposes
have the same effect as though fully set forth at this
place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
Jim Brooks, a person with principal place of
residence located at Pompano Beach, FL.,
hereafter referred to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. The Advocay Group shall select
personnel to perform Services for DigiMedia
USA who are qualified to perform the
requested services. DigiMedia USA may reject
personnel if professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the services
to be performed by Consultant, DigiMedia USA
agrees to sell to Consultant Jim Brooks
[50,000] shares of the common stock of
DigiMedia USA, to take place pursuant to the
terms and conditions as set forth on the
Option Agreement attached hereto as Exhibit
B. Services to be performed by Consultant
under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA.
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree
that they will indemnify and hold harmless
each other and such other's respective
directors, officers, employees and each
person, if any, who controls such other
entity within the meaning of Section 15 of
the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934 (any and
all of whom are referred to as "Indemnified
Party") from and against any and all losses,
claims, damages and liabilities, joint or
several (including all legal or other
expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim,
action, or proceeding, whether or not
resulting in any liability), to which such
Indemnified Party may become subject under
applicable federal or state law or otherwise
caused by or arising out of, or allegedly
caused by or arising out of, this Agreement
or transactions covered by this Agreement or
the performance of the services provided for
herein; provided however, that such party
will not be liable hereunder to the extent
that any loss, claim, damage or liability is
found in a final non-appealable judgment by a
court to have resulted from gross negligence
or bad faith in performing the services
described herein. This provision shall
survive termination of this Agreement.
7. The term of this Agreement shall
be for three years, commencing on October 3,
1996 and continuing through to October 3,
1999.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise
required by law, either during or subsequent
to the term of this Agreement, directly or
indirectly disclose or publish to any
unauthorized person any information
designated in writing as secret or
confidential by DigiMedia USA or by
Consultant without the written consent of the
other party; nor will either party disclose
to anyone other than Personnel of one of the
parties, or use in any way other than in the
course of the performance of this Agreement,
any information not known to the general
public or recognized as standard practice,
whether acquired or developed during
performance of this Agreement obtained from
either party or obtained prior to contract.
(b) Neither party shall be
obligated by this Section with respect to any
information which is published or becomes
publicly available through no fault of the
party receiving such information under this
Agreement; or rightfully received from third
parties; is developed independently; or is in
their possession five (5) years after the
effective date of this Agreement. Each party
is likely to be exposed to certain business
information of the other party not related to
the Services, which is considered by the
other party to be proprietary and
confidential, including but not limited to
customer, product and financial information.
The parties hereto agree to avoid the
unauthorized dissemination or publication of
such proprietary information by using the
same degree of care with regard to such
information and the same methods to prevent
the publication thereof as each employs with
respect to its own proprietary information of
a similar nature.
(c) Upon termination or
expiration of this Agreement, Consultant will
return to DigiMedia USA all material, written
or descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents
which contain any such confidential
information if requested.
(d) The confidentiality
obligation imposed hereunder shall survive
the termination of this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be
deemed to have been given on the date
delivery is acknowledged, and shall be made
by recognized courier service or by U.S.
Mail, certified, return receipt requested, to
the address of each party set forth in the
heading of the Agreement, or to such other
address as either party may substitute by
written notice to the other party.
10. This Agreement shall be binding on,
and inure to the benefit of, the parties
hereto and their respective heirs, legal
representatives, successors or assigns.
Neither party shall assign its obligations
hereunder without the express written consent
of the other party.
11. The following Exhibits, annexed
hereto or incorporated herein are hereby made
a part of this Agreement. Exhibit (A),(B),
This Agreement constitutes the entire
Agreement and understanding between the
parties hereto and integrates all prior
negotiations, discussions and agreements
between them. No modifications of the terms
of this Agreement shall be valid unless in
writing and signed by an authorized
representative of each party hereto or their
successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant
DigiMedia USA, Inc.
By:______________________________ By:___________________________
Gene Farmer, Vice-President
Dated: ______________________ Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. Advice concerning management,
marketing and operational and consulting
strategic planning, corporate organization
and structure, financial matters in
connection with expansion of services,
acquisitions, mergers, governmental relations
and other similar business concerns.
2. Assist and monitor the
services provided by the Company's
advertising firm and public relations firm
and other professionals hired by the Company.
3. Such other advisory services
as may be mutually agreed upon.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and Jim Brooks
(the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated October 3,
1996, between the Company and the Registered Holder, which
Consulting Services Agreement provides for the issuance of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[50,000] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $.468, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on October 3,
1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination Date"). Each Option shall be deemed to have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of the Option Certificate. The exercise form, attached
hereto as Exhibit B shall be executed by the Registered
Holder (or Registered Holders) or his attorney duly
authorized in writing and will be delivered to the Company
at its corporate office together with payment to the order
of the Company in cash or by official bank or certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated: Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103605 50,000 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies Jim Brooks, or
his registered
assigns ("Option Holder") ' is the registered owner of the
above indicated number of Options (hereinafter referred to
as the "Option") expiring on ("Expiration Date"). One (1)
Option entitles the Option Holder to purchase one (1) share
of common stock, $.000667 par value ("Share"), from
DigiMedia USA, Inc., a Nevada corporation ("Company"), at a
purchase price of One Hundred (100%) percent of the NASD
closing bid price for over-the-counter securities as of the
date vested per share of Common Stock ("Exercise Price"),
commencing on October 3, 1996 and terminating on the
Expiration Date ("Exercise Period"), upon surrender of this
Option Certificate with the exercise form hereon duly
completed and executed with payment of the Exercise Price at
the office of the Company being 2454 NE 13th Avenue, Fort
Lauderdale, FL. 33305, subject only to the conditions set
forth herein and in an Option Agreement dated as of October
3, 1996 (the "Option Agreement") between the Company and
David Bawarsky. The Option Holder may exercise all or any
number of Options. Reference hereby is made to the
provisions on the following pages of this Option Certificate
and to the provisions of the Option Agreement, all of which
are incorporated by reference in and made a part of this
Option Certificate and shall for all purposes have the same
effect as though fully set forth at this place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
CONSULTING SERVICES AGREEMENT
This Agreement, executed on the date (or
dates) set forth below, by and between:
DigiMedia USA, Inc., a Nevada
corporation with its principal place of
business located at 2454 Northeast 13th
Avenue, Fort Lauderdale, FL. 33305, acting
through its authorized representative Gene
Farmer, and hereafter referred to as
"DigiMedia USA";
- and -
TransMedia Consultants, Inc., with principal
place of business located at Pompano Beach,
FL., hereafter referred to as "Consultant";
Declare as their mutual intent and purpose as
follows.
DigiMedia USA desires to retain Consultant
to perform consulting services more fully
described on Exhibit A, and Consultant agrees
to provide said services, which are more
fully described on Exhibit A and, with both
parties intending to be legally bound,
DigiMedia USA and Consultant hereby agree to
adopt this Consulting Services Agreement,
pursuant to the terms and conditions set
forth below.
1. Consultant will provide consulting
services as described on Exhibit A
("Services"). Following the execution of
this Consulting Services Agreement, and upon
the reasonable request of DigiMedia USA,
Consultant shall immediately provide
DigiMedia USA with Services by the employees
and/or agents of Consultant, rendered in
accord with the terms of this Agreement.
2. Consultant will provide Services in
accordance with all applicable laws and
regulations, including but not limited to,
the rules of ethical standards of the
Securities and Exchange Commission and the
National Association of Security Dealers,
Inc.
3. Individuals who perform Services
for or on behalf of Consultant for DigiMedia
USA shall be considered the agents,
consultants, contractors or employees of
Consultant. The relationship between
Consultant and DigiMedia USA is solely one of
independent contractor. Nothing herein shall
be construed or interpreted to deem the
relationship between DigiMedia USA and
Consultant as an employer-employees
relationship. Consultant and DigiMedia USA
shall each designate one or more of their
employees as primary contacts
(representatives), who shall be designated at
the end of this Agreement, and authorized to
act on their behalf in all matters relating
to this Agreement.
4. The Advocay Group shall select
personnel to perform Services for DigiMedia
USA who are qualified to perform the
requested services. DigiMedia USA may reject
personnel if professional qualifications are
unsatisfactory to DigiMedia USA.
5. In consideration for the services
to be performed by Consultant, DigiMedia USA
agrees to sell to Consultant [] shares of the
common stock of DigiMedia USA, to take place
pursuant to the terms and conditions as set
forth on the Option Agreement attached hereto
as Exhibit B. Services to be performed by
Consultant under this Agreement shall be in
consideration of the compensation described
above, which shall in no way be construed as
being paid for the purchase or sale of any of
DigiMedia USA securities, either for
Consultant's own account or as a broker, nor
shall this Agreement and the fee paid
hereunder require Consultant to make a market
for the securities of DigiMedia USA.
6. In connection with this agreement,
Consultant and DigiMedia USA mutually agree
that they will indemnify and hold harmless
each other and such other's respective
directors, officers, employees and each
person, if any, who controls such other
entity within the meaning of Section 15 of
the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934 (any and
all of whom are referred to as "Indemnified
Party") from and against any and all losses,
claims, damages and liabilities, joint or
several (including all legal or other
expenses reasonably incurred by any
Indemnified Party in connection with the
preparation for or defense of any claim,
action, or proceeding, whether or not
resulting in any liability), to which such
Indemnified Party may become subject under
applicable federal or state law or otherwise
caused by or arising out of, or allegedly
caused by or arising out of, this Agreement
or transactions covered by this Agreement or
the performance of the services provided for
herein; provided however, that such party
will not be liable hereunder to the extent
that any loss, claim, damage or liability is
found in a final non-appealable judgment by a
court to have resulted from gross negligence
or bad faith in performing the services
described herein. This provision shall
survive termination of this Agreement.
7. The term of this Agreement shall
be for three years, commencing on September
27, 1996 and continuing through to September
27, 1999.
8. (a) DigiMedia USA and
Consultant will not, unless otherwise
required by law, either during or subsequent
to the term of this Agreement, directly or
indirectly disclose or publish to any
unauthorized person any information
designated in writing as secret or
confidential by DigiMedia USA or by
Consultant without the written consent of the
other party; nor will either party disclose
to anyone other than Personnel of one of the
parties, or use in any way other than in the
course of the performance of this Agreement,
any information not known to the general
public or recognized as standard practice,
whether acquired or developed during
performance of this Agreement obtained from
either party or obtained prior to contract.
(b) Neither party shall be
obligated by this Section with respect to any
information which is published or becomes
publicly available through no fault of the
party receiving such information under this
Agreement; or rightfully received from third
parties; is developed independently; or is in
their possession five (5) years after the
effective date of this Agreement. Each party
is likely to be exposed to certain business
information of the other party not related to
the Services, which is considered by the
other party to be proprietary and
confidential, including but not limited to
customer, product and financial information.
The parties hereto agree to avoid the
unauthorized dissemination or publication of
such proprietary information by using the
same degree of care with regard to such
information and the same methods to prevent
the publication thereof as each employs with
respect to its own proprietary information of
a similar nature.
(c) Upon termination or
expiration of this Agreement, Consultant will
return to DigiMedia USA all material, written
or descriptive, including, but not limited to
drawings, program listings, flowcharts,
descriptions or other papers or documents
which contain any such confidential
information if requested.
(d) The confidentiality
obligation imposed hereunder shall survive
the termination of this Agreement.
9. All notices, demands, payments and
other communications required or permitted
hereunder shall be in writing and shall be
deemed to have been given on the date
delivery is acknowledged, and shall be made
by recognized courier service or by U.S.
Mail, certified, return receipt requested, to
the address of each party set forth in the
heading of the Agreement, or to such other
address as either party may substitute by
written notice to the other party.
10. This Agreement shall be binding on,
and inure to the benefit of, the parties
hereto and their respective heirs, legal
representatives, successors or assigns.
Neither party shall assign its obligations
hereunder without the express written consent
of the other party.
11. The following Exhibits, annexed
hereto or incorporated herein are hereby made
a part of this Agreement. Exhibit (A),(B),
This Agreement constitutes the entire
Agreement and understanding between the
parties hereto and integrates all prior
negotiations, discussions and agreements
between them. No modifications of the terms
of this Agreement shall be valid unless in
writing and signed by an authorized
representative of each party hereto or their
successors.
IN WITNESS WHEREOF, the parties
have affixed their signatures below and
attest to their adoption of the above terms
and the attached exhibits and expressly
acknowledge receipt of a copy of this
complete document.
Consultant
DigiMedia USA, Inc.
By:______________________________ By:___________________________
Gene Farmer, Vice-President
Dated: ______________________ Dated: ________________
EXHIBIT "A" SERVICES
Consulting services to be provided by
Consultant shall be as follows:
1. Advice concerning management,
marketing and operational and consulting
strategic planning, corporate organization
and structure, financial matters in
connection with expansion of services,
acquisitions, mergers, governmental relations
and other similar business concerns.
2. Assist and monitor the
services provided by the Company's
advertising firm and public relations firm
and other professionals hired by the Company.
3. Such other advisory services
as may be mutually agreed upon.
EXHIBIT B
OPTION AGREEMENT
THE REGISTERED HOLDER OF THIS OPTION BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE TRANSFER THIS OPTION EXCEPT AS
HEREIN PROVIDED. THIS OPTION HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR UNDER
THE SECURITIES LAWS OF ANY STATE:
This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and TransMedia
Consultants, Inc. (the "Registered Holder").
WHEREAS, the Company and the Registered Holder are
parties to a Consulting Services Agreement, dated October 3,
1996, between the Company and the Registered Holder, which
Consulting Services Agreement provides for the issuance of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and
WHEREAS, the Company desires to provide for issuance of
option certificates (the "Option Certificates") representing
[50,000] Options as compensation under the aforementioned
Consulting Services Agreement on such terms and conditions
as are more fully set forth herein: and
NOW, THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed that:
1. Options/Option Certificates. Each Option shall entitle
the holder ("the Registered Holder") or in the aggregate,
the " Registered Holders ") in whose name the Option
Certificate shall be registered on the books maintained by
the Company to purchase one (1) share of the Company's
$0.00067 par value Common Stock (the Option Share or Option
Shares) on exercise thereof, subject to modification and
adjustment as provided in Section 7. The Option Certificate
representing the right to purchase Option Shares shall he
executed by the Company's Chief Executive Officer or
President and attested to by the Company's Secretary and
delivered to the Registered Holder upon execution of this
Agreement.
Subject to the provisions of Sections 3, 5 and 6, the
Company shall deliver Option Certificates in required whole
number denominations to the Registered Holder (or Registered
Holders) in connection with any transfer or exchange
permitted under this Agreement. Except as provided in
Section 6 hereof, no Option Certificates shall be issued
except: (i) Option Certificates initially issued hereunder;
(ii) Option Certificates issued on or after the initial
issuance date, upon the exercise of any Options, to evidence
the unexercised Options held by the exercising Registered
Holder; or (iii) Option Certificates issued after the
initial issuance date upon any transfer or exchange of
Option Certificates or replacement of lost or mutilated
Option Certificates.
2. Form and Execution of Option Certificates. The
Option Certificates shall be substantially in the form
attached hereto as Exhibit A (the "Option Certificate").
The Option Certificates shall be dated as of the date of
their issuance, whether on initial issuance, transfer or
exchange or in lieu of mutilated, lost, stolen or destroyed
Option Certificates. The Option Certificates shall be
originally signed by the Company's Chief Executive Officer
or President, attested to by the Company's Secretary and
embossed with the Company's seal and shall not be valid for
any purpose unless so originally signed and embossed.
3. Exercise. Subject to the provisions of Sections 4
and 7, the Options when evidenced by a Option Certificate
and such other documents as the Company may require, may be
exercised at a price (the "Exercise Price) of $.468, which
is 100% percent of the Over the Counter NASD automated
interdealer quotation system closing bid price on October 3,
1996 (the "Option Exercise Price"). Each Option may be
exercised in whole or in part at any time during the period
commencing with the date vested (as provided in the
Agreement the "Initial Exercise Date") and terminating at
5:00 p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination Date"). Each Option shall be deemed to have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of the Option Certificate. The exercise form, attached
hereto as Exhibit B shall be executed by the Registered
Holder (or Registered Holders) or his attorney duly
authorized in writing and will be delivered to the Company
at its corporate office together with payment to the order
of the Company in cash or by official bank or certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.
Unless Option Shares may not be issued as provided herein,
the person entitled to receive the number of Option Shares
deliverable on such exercise shall be treated for all
purposes as the holder of such Option Shares as of the close
of business on the Exercise Date. In addition, the Company
shall also, at such time, verify that all of the conditions
precedent to the issuance of Option Shares, set forth in
Section 4, have been satisfied as of the Exercise Date. If
any one of the conditions precedent set forth in Section 4
are not satisfied as of the Exercise Date, the Company shall
return the Option Certificate and pertinent Exercise Price
payment to the exercising Registered Holder or may hold the
same until all such conditions have been satisfied. The
Company shall not be obligated to issue any fractional share
interests in Option Shares issuable or deliverable on the
exercise of any Option or scrip or cash therefore and such
fractional shares shall be of no value whatsoever. If more
than one Option shall be exercised at one time by the same
Registered Holder, the number of full Option Shares which
shall be issuable on exercise thereof shall be computed on
the basis of the aggregate number of full Option Shares
issuable on such exercise.
Once the Company has determined that the funds are
determined to be collected, the Company shall notify its
common stock transfer agent who shall cause a common stock
share certificate representing the exercised Options to be
issued. The Company may deem and treat the Registered
Holder of the Options at any time as the absolute owner
thereof for all purposes, and the Company shall not be
affected by any notice to the contrary. The Options shall
not entitle the holder thereof to any of the rights of
shareholders or to any dividend declared on the Company's
Common Stock or Option unless the holder shall have
exercised the Options and purchased the Option Shares prior
to the record date fixed by the Board of Directors of the
Company for the determination of holders of Common Stock
entitled to such dividend or other right.
4. Reservation of Shares and Payment of Taxes. The
Company covenants that it will at all times reserve and have
available from its authorized Common Stock such number of
shares as shall then be issuable on the exercise of all
outstanding Options. The Company covenants that all Option
Shares which shall be so issuable shall be duly and validly
issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to such issue.
The Registered Holder(s) shall pay all documentary, stamp or
similar taxes and other governmental charges that may be
imposed with respect to the issuance of the Options, or the
issuance, transfer or delivery of the Options or any Option
Shares on exercise of the Options. In the event the Option
Shares are to be delivered in the name other than the name
of the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has paid to the Company the amount of any such taxes or
charges incident thereto.
5. Registration of Transfer. The Option Certificates
may be transferred in whole or in part as provided for
herein. Option Certificates to be transferred shall be
surrendered to the Company at its corporate office. The
Company shall execute, issue and deliver in exchange
therefor the Option Certificate or Certificates which the
holder making the transfer shall be entitled to receive.
The Company shall keep transfer books at its corporate
office which shall register Option Certificates and the
transfer thereof. On due presentment for registration of
transfer of any Option Certificate at such office, the
Company shall execute and the Company shall issue and
deliver to the transferee or transferees a new Option
Certificate or Certificates representing an equal aggregate
number of Options. All Option Certificates presented for
registration of transfer or exercise shall be duly endorsed
or be accompanied by a written instrument or instruments or
transferred in a form satisfactory to the Company and the
Company's counsel. The Company may require payment of a sum
sufficient to cover any tax or other government charge that
may be imposed in connection therewith.
All Option Certificates so surrendered, or surrendered for
exercise or for exchange in case of mutilated Option
Certificates shall be promptly canceled by the Company.
Prior to due presentment for registration of transfer
thereof, the Company may treat the Registered Holder(s) of
any Option Certificate as the absolute owner thereof
(notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the
parties hereto shall not be affected by any notice to the
contrary.
6. Loss or Mutilation. On receipt by the Company of
evidence satisfactory as to the ownership of the loss,
theft, destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options. In the case of loss, theft or destruction of any
Option Certificates, the individual requesting issuance of a
new Option Certificate shall be required to indemnify the
Company in an amount satisfactory to the Company. In the
event an Option Certificate is mutilated, such Certificate
shall be surrendered and canceled by the Company prior to
delivery of a new Option Certificate. Applicants for a new
Option Certificate shall also comply with such other
regulations and pay such other reasonable charges as the
Company may prescribe.
7. Adjustment of Exercise Price and Shares. After
each adjustment of the Exercise Price pursuant to this
Section 7, the number of shares of Option Shares purchasable
on the exercise of such Options shall be the number derived
by dividing such adjusted Exercise Price into the original
Exercise Price. The Exercise Price shall be subject to
adjustment as follows:
(a) In the event, prior to the expiration of the
Options by exercise or by their terms, the Company shall
issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of
such events, the Exercise Price per share of Common Stock
purchasable pursuant to the Options in effect at the time of
such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Options shall be
increased proportionately. Conversely, in the event the
Company shall reduce the number of shares of its outstanding
Common Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable
pursuant to the Options shall be decreased proportionately.
Any dividend paid or distributed on the Common Stock in
shares of Common Stock of the Company shall be treated as a
share dividend pursuant to the preceding sentence. However,
any dividend paid or distributed on the Common Stock in
securities other than Common Stock of the Company,
regardless if exercisable for or convertible into Common
Stock of the Company, shall not he treated as a share
dividend pursuant to the penumbra sentence.
(b) In the event the Company, at any time while the
Options shall remain unexpired and unexercised, shall sell
all or substantially all of its property, and thereafter
dissolves, liquidates or winds up its affairs, then no
provision need be made as part of the terms of any such
sale, dissolution, liquidation or winding up to allow Option
holders to exercise all or any Options held, in order to
receive the same kind and amount of any share, securities or
assets as may be issuable, distributable or payable on any
such sale, dissolution, liquidation or winding up with
respect to each share of Common Stock of the Company.
(c) Notwithstanding the provisions of
this Section 7, no adjustment on the Exercise Price shall be
made whereby such price is adjusted in an amount less than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.
(d) No adjustment of the Exercise Price shall be
made as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and share purchase agreements outstanding or in effect on
the date hereof: (ii) the establishment of additional option
plans, common stock purchase warrants or security offerings
of the Company, the modification, renewal or extension of
any such plan, warrants or offerings now in effect or
hereafter created, or the issuance of Common Stock on
exercise of any such options or warrants; or (iii) the
issuance of Common Stock in connection with an acquisition
or merger of any type.
(e) This Option Agreement shall be incorporated
by reference on the Option Certificates.
Before taking any action which would cause an adjustment
reducing the Exercise Price below the then par value of the
shares of Common Stock issuable upon exercise of the
Options, the Company will take any corporate action which
may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid
and nonassessable shares of such Common Stock at such
adjusted Exercise Price.
Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 7, the Company within thirty
(30) days thereafter shall: (i) notify the Registered Holder
of such adjustment setting forth the pertinent Exercise
Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which
such calculation is based; and (ii) cause to be mailed to
each of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.
8. Reduction in Exercise Price at Company's Option.
In addition to any adjustments made to the Exercise Price
pursuant to Section 7, the Company's Board of Directors may,
in its sole discretion, reduce the Exercise Price of the
Options in effect at any time either for the life of the
Options or any shorter period of time as may be determined
by the Company's Board of Directors. The Company shall
notify the Registered Holder of any such reduction in the
Exercise Price.
"The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws."
9. Transfer
(a) Transfers to Successors, Officers and
Directors of Registered Holder. This Option shall not be
transferred sold, assigned or hypothecated except that it
may be transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an officer or director of Registered Holder on May 24 1996.
All such transfers, sales, assignments or hypothecation
shall be fully identified to the Company and the transferor
shall execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.
(b) Transfer of Option Or Option Shares. The
Registered Holder and each Transferee Holder, agrees that
they shall not sell, assign. pledge, hypothecate or
otherwise transfer the Option or the Option Shares, in whole
or in part, except pursuant to an effective registration
under the Securities Act of 1933, as amended (the "Act") and
in compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to the
Company and Company counsel, that such registration is not
required and that the sale, assignment, pledge,
hypothecation or transfer is in compliance with applicable
federal and state securities laws. In order to make any
sale, assignment, pledge or hypothecation, the transferor
must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith. As to the Option, the
Company shall transfer the transferred Option on the books
of the Company and shall execute and deliver a new Option
Certificate of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the number of
Option Shares purchasable thereunder. As to the Option
Shares, the Company shall cause its duly authorized common
stock transfer agent to transfer the common stock being
transferred.
10. Registration. The Company, upon the one time
written demand (the "Demand Notice") of the Registered
Holder (as defined herein), agrees to use its best efforts
to register, on one occasion, all or any portion of the
Option Shares, as requested by the Registered Holder. On
such occasion, the Company will use its best efforts to file
a Form S-8 Registration Statement covering the Registrable
Securities within one-hundred twenty (120) days after
receipt of the Demand Notice and use its best efforts to
have such registration statement declared effective promptly
thereafter. The demand for registration may be made at any
time prior to the Termination Date. The Company covenants
and agrees to give written notice of its receipt of any
Demand Notice by Registered Holder to all other registered
Holders of the Options and the Registrable Securities within
thirty days from the date of the receipt of any such Demand
Notice. In the event of registration the Company and the
Holder(s) shall execute such documents as may be reasonably
required by the Company and Company counsel to carry out
such registration.
(a) Terms of Registration. The Company shall
bear all fees and expenses attendant to registering the
Registrable Securities, but the Holder(s) shall pay any and
all underwriting and broker-dealer discounts, commissions
and non-accountable expenses of any underwriter or broker-
dealer selected to sell the Registrable Securities, together
with the expenses of any legal counsel selected by the
Holder(s) to represent them in connection with the sale of
the Registrable Securities. The Company shall cause any
registration statement filed pursuant to the demand rights
granted hereto to remain effective for a period of sixteen
months from the date of the latest balance sheet of the
audited financial statements contained therein on the
initial effective date of such registration statement.
(b) Restriction on Registration. The Company
shall not be obligated to register the Registrable
Securities if such securities may be sold pursuant to the
exemption from registration as provided by Rule 144 as
promulgated under the Act, nor shall the Company be
obligated to register the Registrable Securities in any
state in which the principal stockholders, officers.
directors or employees of the Company may in any way be
obligated to escrow any of their shares of Capital Stock of
the Company or in a state in which the Company may be
restricted from conducting its business in any way,
including but not limited to, qualifying to do business,
become subject to tax, or restricted from issuing additional
securities or incur restrictions on compensating officers,
directors or employees.
(c) Right To Redeem In Lieu Of Registration. The
Company may in its sole discretion, and in lieu of
registration of the Registrable Securities, pay to the
Holder(s) an amount equal to the amount which would be
realized by the Holder(s) upon sale of the Registrable
Securities reduced by the Exercise Price plus the ,3
expenses, fees and broker/dealer commissions which would be
paid by the Holder(s) in the event of registration and sale
of the Registrable Securities. The Company may elect to
make such payment upon notice to the Holder(s) within 30
days of receipt of a notice of Demand Registration.
11. Modification of Agreement. The Company and the
Registered Holder may by supplemental agreement make any
changes or corrections in this Agreement:
(i) that they shall deem appropriate to cure any
ambiguity or to correct any defective or inconsistent
provision or mistake or error herein contained; or (ii) that
they may deem necessary or desirable and which shall not
adverse{y affect the interest of the holders of Option
Certificates; provided, however, this Agreement shell not
otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Registered
Holders of Option Certificates representing not less than
fifty-one percent (51 %) of the Options outstanding.
Additionally, except as provided in Sections 7 and 8, no
change in the number or nature of the Option Shares
purchasable on exercise of an Option, or increase of the
purchase price therefore shall be made without the consent
in writing of the Registered Holder or Transferee Holder of
the Option Certificate representing such Option, other than
such changes as are specifically prescribed or allowed by
this Agreement.
12. Notices. All notices, demands, elections options or
requests (however characterized or described) required or
authorized hereunder shall be deemed sufficient if made in
writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex,
telegram or cable to the principal office of the addressee,
and if to the Registered Holder or Transferee Holder of an
Option Certificate, at the address of such holder as set
forth an the books maintained by the Company.
13. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder, each Transferee Holder and their respective
successors and assigns. Nothing in this Agreement is
intended or shall be construed to confer upon any other
person any right, remedy or claim or to impose on any other
person any duty, liability or obligation.
14. Further Instruments. The parties hereto shall
execute and deliver any and all such other instruments and
shall take any and all other actions as may be reasonably
necessary to carry out the intention of this Agreement.
15. Severability. If any provision of this Agreement
shall be held, declared or pronounced void, voidable,
invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall
not affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.
16. Waiver. All the rights and remedies of either party
to this Agreement are cumulative and not exclusive of any
other rights and remedies as provided by law. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from the breach of this Agreement
will constitute a waiver of any other right or remedy. The
consent of any party where required hereunder to act or
occurrence shall not be deemed to be a consent to any other
action or occurrence.
17. General Provisions. This Agreement shall be
construed and enforced in accordance with, and governed by,
the laws of the State of Florida. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, and this Agreement
may not be modified or amended or any term or provision
hereof waived or discharged except in writing, signed by the
party against whom such amendment, modification, waiver or
discharge is sought to be enforced. The headings of this
Agreement are for convenience and references only and shall
not limit or otherwise affect the meaning hereof.
Consultant DigiMedia USA, Inc.
By By.
Dated: Dated:
DigiMedia USA, Inc.
Incorporated Under the Laws Of the State of Nevada
No. 103606 76,923 Common Stock
Purchase
Options
CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS
This Option Certificate certifies TransMedia
Consultants, Inc., or his
registered assigns ("Option Holder") ' is the registered
owner of the above indicated number of Options (hereinafter
referred to as the "Option") expiring on ("Expiration
Date"). One (1) Option entitles the Option Holder to
purchase one (1) share of common stock, $.000667 par value
("Share"), from DigiMedia USA, Inc., a Nevada corporation
("Company"), at a purchase price of One Hundred (100%)
percent of the NASD closing bid price for over-the-counter
securities as of the date vested per share of Common Stock
("Exercise Price"), commencing on October 3, 1996 and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise form
hereon duly completed and executed with payment of the
Exercise Price at the office of the Company being 2454 NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as of October 3, 1996 (the "Option Agreement") between the
Company and David Bawarsky. The Option Holder may exercise
all or any number of Options. Reference hereby is made to
the provisions on the following pages of this Option
Certificate and to the provisions of the Option Agreement,
all of which are incorporated by reference in and made a
part of this Option Certificate and shall for all purposes
have the same effect as though fully set forth at this
place.
Upon due presentment for transfer of this Option
Certificate at the office of the Company, a new Option
Certificate or Option Certificates of like tenor and
evidencing in the aggregate a like number of Options,
subject to any adjustments made in accordance with the
provisions of the Option Agreement, shall be issued to the
transferee in exchange for this Option Certificate, subject
to the limitations provided in the Option Agreement, upon
payment to the Company of any tax or governmental charge
imposed in connection with such transfer.
The Option Holder of the Options evidenced by this Option
Certificate may exercise all or any whole number of such
Options during the period and in the manner stated hereon.
The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank
cashier's check payable to the order of the Company. If,
upon exercise of any Options evidenced by this Option
Certificate, the number of Options exercised shall be less
than the total number of Options so evidenced, there shall
be issued to the Option Holder a new Option Certificate
evidencing the number of Options not so exercised. No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.
The securities represented by this certificate have been
acquired for investment and have not been registered under
the Securities Act of 1933, as amended (the "Act"). The
securities may not be sold, assigned, pledged, hypothecated
or otherwise transferred except pursuant to an effective
registration statement under the Act and in compliance with
applicable state securities laws, or the Company receives an
opinion of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale, assignment, pledge, hypothecation or transfer is in
compliance with applicable state securities laws.
IN WITNESS WHEREOF, the Company has caused this Option to
be signed by its Chief Executive Officer and by its
Secretary, each by an original of his signature, and has
caused an original impression of its corporate seal to be
imprinted hereon.
Dated:
Signature / Title
Seal
Signature / Title
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN OR DESTROYED THE COMIPANY WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.
FORM OF ELECTION TO PURCHASE
To be executed by the holder if he desires to exercise
Options evidenced by the within Option Certificate
TO: DigiMedia USA, Inc.
The undersigned hereby irrevocably elects to exercise
Options evidenced by the within Option Certificate for,
and to purchase thereunder, full shares issuable upon
exercise of said Options and delivery of $
and any applicable taxes.
The undersigned requests that certificates for such
shares be issued in the name of:
Please insert Social
Security
or Tax Identification
Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to:
Please print Name and Address
Dated:
Signature
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.
For Value Received
Hereby sell, assign and transfer unto:
Please
insert
Social
Security
or Tax
Identificati
on Number
Please print Name and Address
If said number of Options shall not be all the Options
evidenced by the within Option Certificate, the undersigned
requests that a new Option Certificate evidencing the
Options not so exercised be issued in the name of and
delivered to
Please print Name and Address:
Dated:
Notice: The above signature must correspond with the name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of Assignment thereon must be duly executed and if the
certificate representing the shares or any Option
Certificate representing Options not exercised is to be
registered in a name other than that in which the within
Option Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed:
Signature must be guaranteed by a commercial bank or member
firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Coast Stock Exchange, American Stock
Exchange or Midwest Stock Exchange.