OPTION AGREEMENT
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THIS AGREEMENT made as of the 23th day of July, 2003.
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B E T W E E N:
MONACO GROUP INC., a corporation incorporated under the laws of the State
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of Delaware, whose address is 20A Voyager Court South, Etobicoke, Ontario,
Canada, M9W 5M7
(hereinafter referred to as the "MONACO")
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OF THE FIRST PART;
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- and -
PETER NELIPA, whose address is 1107 Athol St., Whitby, Ontario, L1N 4A6
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(hereinafter referred to as the "PETER")
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OF THE SECOND PART;
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- and -
SUZANNE LILLY, whose address is 25 Ardrossan Place, Toronto, Ontario, M4N
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2X2
(hereinafter referred to as the "SUZANNE")
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OF THE THIRD PART;
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- and -
TARAGH BRACKEN, whose address is 304 Dunlop St. E., Whitby, Ontario, L1N
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1S4
(hereinafter referred to as the "TARAGH")
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OF THE FORTH PART.
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WHEREAS PETER, SUZANNE, and TARAGH are directors of MONACO;
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AND WHEREAS PETER, SUZANNE, and TARAGH are also shareholders of MONACO owning
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80,000 shares, 75,000 shares and 60,000 shares of MONACO common stock,
respectively (the "Shares");
AND WHEREAS PETER, SUZANNE, and TARAGH received the Shares from MONACO in
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exchange for their services relating to founding and organizing MONACO;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. AGREEMENT TERM
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The term of this Agreement shall commence as of July 23th, 2003 (the "Effective
Date") and shall expire on July 23th, 2005.
2. BUY-BACK OPTION
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If during the term of this Agreement PETER, SUZANNE or TARAGH resigns as a
director of MONACO (the "Resignation") or is terminated for cause (the
"Termination"), MONACO shall have the option (the "Buy-Back Option") to purchase
from the resigning or terminated director(s):
a) up to 90% of all common shares owned by such director on the date of
their Termination or Resignation at a purchase price per share equal
to the director's average cost per share plus 10%, if the Termination
or Resignation occurs on or before July 23th, 2004; or
b) up to 75% of all common shares owned by such director on the date of
their Termination or Resignation at a purchase price per share equal
to the director's average cost per share plus 20%, if the Termination
or Resignation occurs on or before July 23th, 2005.
The Buy-Back Option shall expire 180 days following the date of such Termination
or Resignation. MONACO shall not have a Buy-Back Option if the Resignation or
Termination occurs after July 23th, 2005.
3. OPTION EXERCISING
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If MONACO chooses to exercise the Buy-Back Option, in whole or in part, granted
in accordance with the terms of Section 2 of this Agreement, MONACO shall
provide notice to such director(s) in accordance with Section 4 of this
Agreement. MONACO shall have 5 days from the date of such notice to pay for the
shares underlying the option exercised, by way of certified check or bank draft
in US Dollars, the amount to equal that calculated in accordance with Section 2
of this Agreement.
4. NOTICES
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Any notice required or permitted to be given under this Agreement shall be
sufficiently given if in writing and delivered by registered or certified mail
(return receipt requested), overnight courier (with confirmation of delivery),
or hand delivered to the appropriate party at the address set forth below, or at
such other address as such party may from time to time specify for that purpose
in a notice similarly given:
If to PETER: Peter Nelipa
1107 Athol St.
Whitby, Ontario
Canada, L1N 4A6
If to SUZANNE: Suzanne Lilly
25 Ardrossan Place
Toronto, Ontario
Canada, M4N 2X2
If to TARAGH: Taragh Bracken
304 Dunlop St. E.
Whitby, Ontario
Canada, L1N 1S4
If to MONACO: Monaco Group Inc.
20A Voyager Court South
Etobicoke, Ontario,
Canada, M9W 5M7
5. GOVERNING LAW
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This Agreement shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein.
Each of the parties hereto hereby irrevocably attorns to the exclusive
jurisdiction of the courts of Ontario in the event of dispute or action under
this Agreement.
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6. SEVERABILITY
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The provisions of this Agreement shall be deemed severable, and if any provision
of this Agreement is found to be invalid by any body of competent jurisdiction,
such invalidity shall not affect the validity of the remaining provisions
hereof.
7. COUNTERPART
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This Agreement may be executed in identical duplicate copies exchanged by
facsimile transmission. The parties agree to execute two identical original
copies of the Agreement after exchanging signed facsimile versions. Each
identical counterpart shall be deemed an original, but all of which together
shall constitute one and the same instrument.
8. STATUS OF PARTIES
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The relationship of the parties under this Agreement shall be and at all times
remain one of independent contractors. Neither party shall have the right to
hold itself out to third parties as a representative of, or to enter into
contracts on behalf of, the other party without the prior written consent of the
other party. No agency is to be created by this Agreement.
9. SECTION HEADINGS
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The section headings used in this Agreement are inserted for the purpose of
convenience only and shall not be construed to limit or extend any provision
hereof.
10. ENTIRE AGREEMENT
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This Agreement constitute the entire agreement between Company and Distributor
and supersede all prior agreement or understanding with respect to the subject
matters hereof. This Agreement shall not be amended, altered or changed except
by a written agreement signed by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement as of the 23th day
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of July, 2003, at the City of Toronto, in the Province of Ontario.
MONACO GROUP INC.
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Per:
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Peter Nelipa, President and Director
I have authority to bind MONACO
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Suzanne Lilly
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Taragh Bracken
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Peter Nelipa
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