CONSULTANT STOCK OPTION AGREEMENT
OF
PARA MAS INTERNET, INC.
A Nevada Corporation
This AGREEMENT is made by and between Para Mas Internet, Inc.,
having its principal place of business at 10440 Corporate Center,
Little Patuxent Pkwy., Suite 300, Columbia, Maryland 21044
(hereinafter referred to as "Principal"), and Reginal Steele
(hereinafter referred to as "Consultant").
1. Option Granted
Principal hereby grants Consultant an option to purchase 4,166,700
shares of Para Mas Internet, Inc. Common Stock at a purchase price
of $0.03 per share.
2. Time of Exercise of Option
Consultant may exercise the option granted herein at any time, and
from time to time, until termination of the option as provided
herein.
3. Method of Exercise
This option shall be exercised by written notice delivered to
Principal at its principal place of business, stating the number of
shares for which the option is being exercised. The notice must be
accompanied by a check or other method of payment acceptable to the
Principal for the amount of the purchase price.
4. Capital Adjustments
(a) The existence of this option shall not affect in any way the
right or power of Principal or its stockholders to: (1) make or
authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in Principal's capital
structure or its business; (2) enter into any merger or
consolidation; (3) issue any bonds, debentures, preferred or
prior preference stocks ahead of or affecting the common stock or
the rights thereof, (4) issue any securities convertible into any
common stock, (5) issue any rights, options, or warrants to
purchase any common stock, (6) dissolve or liquidate Principal,
(7) sell or transfer all or any part of its assets or business,
or (8) take any other corporate act or proceedings, whether of a
similar character or otherwise.
(b) The shares with respect to which this option is granted are
shares of the common stock of Principal as presently constituted,
but if and whenever, prior to the delivery by Principal of all
the shares of the stock with respect to which this option is
granted, Principal shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares
of the stock outstanding without receiving compensation therefor
in money, services, or property, the number of shares of stock
then remaining subject to this option shall: (1) in the event of
an increase in the number of outstanding shares, be
proportionately increased, and the cash consideration payable per
share shall be proportionately
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reduced; or (2) in the event of a reduction in the number of
outstanding shares, be proportionately reduced, and the cash
consideration payable per share shall be proportionately increased.
5. Merger and Consolidation
(a) Following the merger of one or more corporations into Principal
or any consolidation of Principal and one or more corporations in
which Principal is the surviving corporation, the exercise of
this option shall apply to the shares of the surviving
corporation.
(b) Notwithstanding any other provision of this agreement, this
option shall terminate on the dissolution or liquidation of
Principal, or on any merger or consolidation in which Principal
is not the surviving corporation.
6. Transfer of this Option
During Consultant's lifetime, this option shall be exercisable only
by Consultant. This option shall not be transferable by Consultant
other than by the laws of descent and distribution upon Consultant's
death. In the event of Consultant's death during employment or
during the applicable period after termination of employment
specified in Paragraph 2 above, Consultant's personal
representatives may exercise any portion of this option that remains
unexercised at the time of Consultant's death, provided that any
such exercise must be made, if at all, during the period within one
year after Consultant's death, and subject to the option termination
date specified in Paragraph 7(c) below.
7. Termination of Option
This option shall terminate on November 1, 2001 at 5:00 pm central
time.
8. Rights as Shareholder
Consultant will not be deemed to be a holder of any shares pursuant
to the exercise of this option until he or she pays the option price
and a stock certificate is delivered to him or her for those shares.
No adjustment shall be made for dividends or other rights for which
the record date is prior to the date the stock certificate is de-
livered.
9. Integration with Consulting Agreement
All of the terms and conditions of Consultant's Consulting Agreement
dated July 11, 2001, attached hereto and made a part hereof by this
reference, are specifically made a part of this agreement and shall
control with regard to the interpretation or construction of any
provision that is inconsistent herewith. In the event that
Consultant breaches any term in Consultant's Consulting Agreement,
Principal may, at its option, terminate this option agreement and
any Consultant rights to any un-exercised option shares (whether
vested or not) shall be null and void.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this 12th day of July, 2001.
PRINCIPAL:
PARA MAS INTERNET, INC.
/S/ Montel Hill
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By:
Its:
CONSULTANT:
/S/ Reginal Steele
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