OPTION AGREEMENT
(ILX/IRS)
This OPTION AGREEMENT is made effective as of June 2, 1995, by and
between Investor Resource Services, Inc., a Florida corporation ("Optionee") and
ILX Incorporated, an Arizona corporation (the "Company").
R E C I T A L S:
Pursuant and subject to that certain Consulting Agreement between the
parties dated as of June 2, 1995 (the "Consulting Agreement"), as modified
herein, the Company desires to grant to Optionee, and Optionee desires to
receive, an option to purchase shares of common stock (the "Common Stock") of
ILX Incorporated, an Arizona corporation ("ILX"), according to the terms and
conditions set forth in this Agreement.
A G R E E M E N T:
NOW THEREFORE, for good and valuable consideration, receipt
and sufficiency of which are acknowledged, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option
(the "Option") to purchase up to Two Hundred Fifty Thousand (250,000) shares of
ILX's restricted Common Stock (the "Option Shares") at any time during the
Option Term. The Option may be exercised in whole or part. This Option shall be
exercised by delivering to the Company written notice of Optionee's election to
exercise the Option, and specifying the number of Shares to be purchased (the
"Notice").
2. Term. The term of this Option (the "Option Term") shall commence
upon the date hereof and shall terminate 30 days after the effective date of any
registration under Section 7(b) of the Consulting Agreement or June 1, 1997,
whichever is earlier. Any Notice that is given by Optionee to the Company during
the Option Term shall be valid notwithstanding that the delivery of the Option
Shares purchased may take place after the expiration of the Option Term.
3. Purchase Price. The purchase price for the Option Shares shall be
$1.25 per share.
4. Closing. The closing of any purchase of Option Shares pursuant to an
exercise of the Option shall take place at the office of the Company no later
than thirty (30) days following the day written notice of the election to
exercise this Option as to the particular Option Shares is given, or at such
other time and place as may be designated by the parties. At the closing,
Optionee shall deliver to the Company a cashiers' check in the
1
amount of the purchase price, together with any other documents that ILX may
require to effect the transfer of the purchased shares from the Company to
Optionee. The Company shall execute and deliver to ILX documents appropriate to
transfer the purchased shares to Optionee.
5. Anti-dilution.
a. The number and character of the Option Shares to be purchased upon
the exercise of the option herein shall be subject to adjustment as provided in
this Paragraph 5. If, after the date hereof, the number of outstanding shares of
common stock of ILX is increased by a stock dividend payable in shares of common
stock, or by a subdivision or split-up of shares of common stock, or the number
of outstanding shares of common stock is decreased by a combination or
reclassification of shares of common stock, or ILX shall pay or make a dividend
or other distribution with respect to common stock (other than in cash or shares
of common stock), or in case of any capital reorganization or of any
reclassification of the common stock or any change in the outstanding common
stock as a result of the consolidation or merger of ILX with or into any other
corporation, or the sale of the properties and assets of ILX to any other
corporation, or any other transaction, similar or dissimilar to the foregoing,
then this Option shall after the effective date of such stock dividend,
subdivision, split-up, combination, reclassification dividend, other
distribution, capital reorganization, merger, sale or other transaction entitle
Optionee to purchase the kind and number of shares of stock or other securities
or property to which Optionee would have been entitled if it had held the shares
purchasable upon the exercise of this Option immediately prior to such
transaction.
b. Nothing herein shall in any way affect the right of ILX to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
6. Securities Laws. The terms of Section 7 of the Consulting Agreement
are incorporated herein by this reference.
7. Attorneys' Fees. In any action or proceeding to enforce this Option
or any rights hereunder, the prevailing party shall be entitled to its court
costs and reasonable attorneys' fees in such action or proceeding.
8. Notices. Any and all notices, offers, acceptances or other
communications provided for herein shall be in writing and shall be deemed to
have been sufficiently given when addressed to the party at its address set
forth below, and either hand delivered or deposited in the United States mail,
postage prepaid, by registered or certified mail, return receipt requested.
2
9. Governing Law. This Option shall be construed in accordance with and
governed by the laws of the State of Arizona.
10. Assignment. This Option may be assigned by the Company, but is
non-transferrable by Optionee. Subject to the foregoing, all the terms and
provisions of this Option shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto.
11. Further Documents. Each party hereby agrees to take such further
actions and execute such further documents as may be reasonably required and
necessary to effectuate the provisions hereof.
IN WITNESS WHEREOF, the parties have entered into this Option Agreement
as of the day and year first above written.
INVESTOR RESOURCE SERVICES, INC.
By: /s/ Daniel D. Starczewski
------------------------------
Name: Daniel D. Starczewski
------------------------------
Title: President
------------------------------
Address:
7457 Aloma Ave., Suite 302
Winter Park, FL 32792
ILX INCORPORATED
By: /s/ Joseph P. Martori
-------------------------
Name: Joseph P. Martori
-------------------------
Title: Chairman
-------------------------
Address:
2777 East Camelback Road
Phoenix, AZ 85016
3
OPTION AGREEMENT
(ILX/USI)
This OPTION AGREEMENT is made effective as of June 2, 1995, by and
between Universal Solutions, Inc., a Colorado corporation ("Optionee") and ILX
Incorporated, an Arizona corporation (the "Company").
R E C I T A L S:
Pursuant and subject to that certain Consulting Agreement between the
parties dated as of June 2, 1995 (the "Consulting Agreement"), as modified
herein, the Company desires to grant to Optionee, and Optionee desires to
receive, an option to purchase shares of common stock (the "Common Stock") of
ILX Incorporated, an Arizona corporation ("ILX"), according to the terms and
conditions set forth in this Agreement.
A G R E E M E N T:
NOW THEREFORE, for good and valuable consideration, receipt
and sufficiency of which are acknowledged, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option
(the "Option") to purchase up to Two Hundred Fifty Thousand (250,000) shares of
ILX's restricted Common Stock (the "Option Shares") at any time during the
Option Term. The Option may be exercised in whole or part. This Option shall be
exercised by delivering to the Company written notice of Optionee's election to
exercise the Option, and specifying the number of Shares to be purchased (the
"Notice").
2. Term. The term of this Option (the "Option Term") shall commence
upon the date hereof and shall terminate 30 days after the effective date of any
registration under Section 7(b) of the Consulting Agreement or June 1, 1997,
whichever is earlier. Any Notice that is given by Optionee to the Company during
the Option Term shall be valid notwithstanding that the delivery of the Option
Shares purchased may take place after the expiration of the Option Term.
3. Purchase Price. The purchase price for the Option Shares shall be
$1.25 per share.
4. Closing. The closing of any purchase of Option Shares pursuant to an
exercise of the Option shall take place at the office of the Company no later
than thirty (30) days following the day written notice of the election to
exercise this Option as to the particular Option Shares is given, or at such
other time and place as may be designated by the parties. At the closing,
Optionee shall deliver to the Company a cashiers' check in the
1
amount of the purchase price, together with any other documents that ILX may
require to effect the transfer of the purchased shares from the Company to
Optionee. The Company shall execute and deliver to ILX documents appropriate to
transfer the purchased shares to Optionee.
5. Anti-dilution.
a. The number and character of the Option Shares to be purchased upon
the exercise of the option herein shall be subject to adjustment as provided in
this Paragraph 5. If, after the date hereof, the number of outstanding shares of
common stock of ILX is increased by a stock dividend payable in shares of common
stock, or by a subdivision or split-up of shares of common stock, or the number
of outstanding shares of common stock is decreased by a combination or
reclassification of shares of common stock, or ILX shall pay or make a dividend
or other distribution with respect to common stock (other than in cash or shares
of common stock), or in case of any capital reorganization or of any
reclassification of the common stock or any change in the outstanding common
stock as a result of the consolidation or merger of ILX with or into any other
corporation, or the sale of the properties and assets of ILX to any other
corporation, or any other transaction, similar or dissimilar to the foregoing,
then this Option shall after the effective date of such stock dividend,
subdivision, split-up, combination, reclassification dividend, other
distribution, capital reorganization, merger, sale or other transaction entitle
Optionee to purchase the kind and number of shares of stock or other securities
or property to which Optionee would have been entitled if it had held the shares
purchasable upon the exercise of this Option immediately prior to such
transaction.
b. Nothing herein shall in any way affect the right of ILX to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
6. Securities Laws. The terms of Section 7 of the Consulting Agreement
are incorporated herein by this reference.
7. Attorneys' Fees. In any action or proceeding to enforce this Option
or any rights hereunder, the prevailing party shall be entitled to its court
costs and reasonable attorneys' fees in such action or proceeding.
8. Notices. Any and all notices, offers, acceptances or other
communications provided for herein shall be in writing and shall be deemed to
have been sufficiently given when addressed to the party at its address set
forth below, and either hand delivered or deposited in the United States mail,
postage prepaid, by registered or certified mail, return receipt requested.
2
9. Governing Law. This Option shall be construed in accordance with and
governed by the laws of the State of Arizona.
10. Assignment. This Option may be assigned by the Company, but is
non-transferrable by Optionee. Subject to the foregoing, all the terms and
provisions of this Option shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto.
11. Further Documents. Each party hereby agrees to take such further
actions and execute such further documents as may be reasonably required and
necessary to effectuate the provisions hereof.
IN WITNESS WHEREOF, the parties have entered into this Option Agreement
as of the day and year first above written.
UNIVERSAL SOLUTIONS, INC.
By: /s/ Charles S. Arnold
-------------------------
Name: Charles S. Arnold
-------------------------
Title: President
-------------------------
Address:
7457 Aloma Ave., Suite 302
Winter Park, FL 32792
ILX INCORPORATED
By: /s/ Joseph P. Martori
-------------------------
Name: Joseph P. Martori
-------------------------
Title: Chairman
-------------------------
Address:
2777 East Camelback Road
Phoenix, AZ 85016
3
OPTION AGREEMENT
(MEI/IRS)
This OPTION AGREEMENT is made effective as of June 2, 1995, by and
between Investor Resource Services, Inc., a Florida corporation ("Optionee") and
Martori Enterprises Incorporated, an Arizona corporation (the "Company").
R E C I T A L S:
Pursuant and subject to that certain Consulting Agreement between the
parties dated as of June 2, 1995 (the "Consulting Agreement"), as modified
herein, the Company desires to grant to Optionee, and Optionee desires to
receive, an option to purchase shares of common stock (the "Common Stock") of
ILX Incorporated, an Arizona corporation ("ILX"), according to the terms and
conditions set forth in this Agreement.
A G R E E M E N T:
NOW THEREFORE, for good and valuable consideration, receipt
and sufficiency of which are acknowledged, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option
(the "Option") to purchase up to Fifty Thousand (50,000) shares of ILX's Common
Stock (the "Option Shares") at any time during the Option Term. The Option may
be exercised in whole or part. This Option shall be exercised by delivering to
the Company written notice of Optionee's election to exercise the Option, and
specifying the number of Shares to be purchased (the "Notice").
2. Term. The term of this Option (the "Option Term") shall commence
upon the date hereof and shall terminate on June 1, 1996. Any Notice that is
given by Optionee to the Company during the Option Term shall be valid
notwithstanding that the delivery of the Option Shares purchased may take place
after the expiration of the Option Term.
3. Purchase Price. The purchase price for the Option Shares shall be
$1.25 per share.
4. Closing. The closing of any purchase of Option Shares pursuant to an
exercise of the Option shall take place at the office of the Company no later
than thirty (30) days following the day written notice of the election to
exercise this Option as to the particular Option Shares is given, or at such
other time and place as may be designated by the parties. At the closing,
Optionee shall deliver to the Company a cashiers' check in the amount of the
purchase price, together with any other documents that ILX or the Company may
require to effect the transfer of the purchased shares from the Company to
Optionee. The Company shall
1
execute and deliver to ILX documents appropriate to transfer the purchased
shares to Optionee.
5. Anti-dilution.
a. The number and character of the Option Shares to be purchased upon
the exercise of the option herein shall be subject to adjustment as provided in
this Paragraph 5. If, after the date hereof, the number of outstanding shares of
common stock of ILX is increased by a stock dividend payable in shares of common
stock, or by a subdivision or split-up of shares of common stock, or the number
of outstanding shares of common stock is decreased by a combination or
reclassification of shares of common stock, or ILX shall pay or make a dividend
or other distribution with respect to common stock (other than in cash or shares
of common stock), or in case of any capital reorganization or of any
reclassification of the common stock or any change in the outstanding common
stock as a result of the consolidation or merger of ILX with or into any other
corporation, or the sale of the properties and assets of ILX to any other
corporation, or any other transaction, similar or dissimilar to the foregoing,
then this Option shall after the effective date of such stock dividend,
subdivision, split-up, combination, reclassification dividend, other
distribution, capital reorganization, merger, sale or other transaction entitle
Optionee to purchase the kind and number of shares of stock or other securities
or property to which Optionee would have been entitled if it had held the shares
purchasable upon the exercise of this Option immediately prior to such
transaction.
b. Nothing herein shall in any way affect the right of ILX to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
6. Securities Laws. The terms of Section 6 of the Consulting Agreement
are incorporated herein by this reference.
7. Attorneys' Fees. In any action or proceeding to enforce this Option
or any rights hereunder, the prevailing party shall be entitled to its court
costs and reasonable attorneys' fees in such action or proceeding.
8. Notices. Any and all notices, offers, acceptances or other
communications provided for herein shall be in writing and shall be deemed to
have been sufficiently given when addressed to the party at its address set
forth below, and either hand delivered or deposited in the United States mail,
postage prepaid, by registered or certified mail, return receipt requested.
9. Governing Law. This Option shall be construed in accordance with and
governed by the laws of the State of Arizona.
2
10. Assignment. This Option may be assigned by the Company, but is
non-transferrable by Optionee. Subject to the foregoing, all the terms and
provisions of this Option shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto.
11. Further Documents. Each party hereby agrees to take such further
actions and execute such further documents as may be reasonably required and
necessary to effectuate the provisions hereof.
IN WITNESS WHEREOF, the parties have entered into this Option Agreement
as of the day and year first above written.
INVESTOR RESOURCE SERVICES, INC.
By: /s/ Daniel D. Starczewski
------------------------------
Name: Daniel D. Starczewski
------------------------------
Title: President
------------------------------
Address:
7457 Aloma Ave., Suite 302
Winter Park, FL 32792
MARTORI ENTERPRISES INCORPORATED
By: /s/ Joseph P. Martori
-------------------------
Name: Joseph P. Martori
-------------------------
Title: Chairman
-------------------------
Address:
2777 East Camelback Road
Phoenix, AZ 85016
3
OPTION AGREEMENT
(MEI/USI)
This OPTION AGREEMENT is made effective as of June 2, 1995, by and
between Universal Solutions, Inc., a Colorado corporation ("Optionee") and
Martori Enterprises Incorporated, an Arizona corporation (the "Company").
R E C I T A L S:
Pursuant and subject to that certain Consulting Agreement between the
parties dated as of June 2, 1995 (the "Consulting Agreement"), as modified
herein, the Company desires to grant to Optionee, and Optionee desires to
receive, an option to purchase shares of common stock (the "Common Stock") of
ILX Incorporated, an Arizona corporation ("ILX"), according to the terms and
conditions set forth in this Agreement.
A G R E E M E N T:
NOW THEREFORE, for good and valuable consideration, receipt
and sufficiency of which are acknowledged, the parties agree as follows:
1. Grant of Option. The Company hereby grants to Optionee an option
(the "Option") to purchase up to Fifty Thousand (50,000) shares of ILX's Common
Stock (the "Option Shares") at any time during the Option Term. The Option may
be exercised in whole or part. This Option shall be exercised by delivering to
the Company written notice of Optionee's election to exercise the Option, and
specifying the number of Shares to be purchased (the "Notice").
2. Term. The term of this Option (the "Option Term") shall commence
upon the date hereof and shall terminate on June 1, 1996. Any Notice that is
given by Optionee to the Company during the Option Term shall be valid
notwithstanding that the delivery of the Option Shares purchased may take place
after the expiration of the Option Term.
3. Purchase Price. The purchase price for the Option Shares shall be
$1.25 per share.
4. Closing. The closing of any purchase of Option Shares pursuant to an
exercise of the Option shall take place at the office of the Company no later
than thirty (30) days following the day written notice of the election to
exercise this Option as to the particular Option Shares is given, or at such
other time and place as may be designated by the parties. At the closing,
Optionee shall deliver to the Company a cashiers' check in the amount of the
purchase price, together with any other documents that ILX or the Company may
require to effect the transfer of the purchased shares from the Company to
Optionee. The Company shall
1
execute and deliver to ILX documents appropriate to transfer the purchased
shares to Optionee.
5. Anti-dilution.
a. The number and character of the Option Shares to be purchased upon
the exercise of the option herein shall be subject to adjustment as provided in
this Paragraph 5. If, after the date hereof, the number of outstanding shares of
common stock of ILX is increased by a stock dividend payable in shares of common
stock, or by a subdivision or split-up of shares of common stock, or the number
of outstanding shares of common stock is decreased by a combination or
reclassification of shares of common stock, or ILX shall pay or make a dividend
or other distribution with respect to common stock (other than in cash or shares
of common stock), or in case of any capital reorganization or of any
reclassification of the common stock or any change in the outstanding common
stock as a result of the consolidation or merger of ILX with or into any other
corporation, or the sale of the properties and assets of ILX to any other
corporation, or any other transaction, similar or dissimilar to the foregoing,
then this Option shall after the effective date of such stock dividend,
subdivision, split-up, combination, reclassification dividend, other
distribution, capital reorganization, merger, sale or other transaction entitle
Optionee to purchase the kind and number of shares of stock or other securities
or property to which Optionee would have been entitled if it had held the shares
purchasable upon the exercise of this Option immediately prior to such
transaction.
b. Nothing herein shall in any way affect the right of ILX to adjust,
reclassify, reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
6. Securities Laws. The terms of Section 6 of the Consulting Agreement
are incorporated herein by this reference.
7. Attorneys' Fees. In any action or proceeding to enforce this Option
or any rights hereunder, the prevailing party shall be entitled to its court
costs and reasonable attorneys' fees in such action or proceeding.
8. Notices. Any and all notices, offers, acceptances or other
communications provided for herein shall be in writing and shall be deemed to
have been sufficiently given when addressed to the party at its address set
forth below, and either hand delivered or deposited in the United States mail,
postage prepaid, by registered or certified mail, return receipt requested.
9. Governing Law. This Option shall be construed in accordance with and
governed by the laws of the State of Arizona.
2
10. Assignment. This Option may be assigned by the Company, but is
non-transferrable by Optionee. Subject to the foregoing, all the terms and
provisions of this Option shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto.
11. Further Documents. Each party hereby agrees to take such further
actions and execute such further documents as may be reasonably required and
necessary to effectuate the provisions hereof.
IN WITNESS WHEREOF, the parties have entered into this Option Agreement
as of the day and year first above written.
UNIVERSAL SOLUTIONS, INC.
By: /s/ Charles S. Arnold
-------------------------
Name: Charles S. Arnold
-------------------------
Title: President
-------------------------
Address:
7457 Aloma Ave., Suite 302
Winter Park, FL 32792
MARTORI ENTERPRISES INCORPORATED
By: /s/ Joseph P. Martori
-------------------------
Name: Joseph P. Martori
-------------------------
Title: Chairman
-------------------------
Address:
2777 East Camelback Road
Phoenix, AZ 85016
3