EXHIBIT 99.2
OPTION ISSUED TO
IRWIN J. HOROWITZ
OPTION TO PURCHASE
COMMON STOCK
OF
EVOLVE ONE, INC.
This is to certify that IRWIN A. HOROWITZ (the "Holder") is entitled,
subject to the terms and conditions hereinafter set forth, to purchase fifty
million (50,000,000) shares of Common Stock, par value $.00001 per share (the
"Common Shares"), of EVOLVE ONE, INC. a Delaware corporation (the "Company"),
from the Company at the price per share and on the terms set forth herein and to
receive a certificate for the Common Shares so purchased on presentation and
surrender to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.
The purchase rights represented by this Option are exercisable
commencing with the date hereof through and including January 26, 2013, at a
price per Common Share of $0.30. The Option shall be a non-statutory option
under the Stock Option Plan.
The purchase rights represented by this Option are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Option, the
Company shall cancel this Option on surrender hereof and shall execute and
deliver a new Option of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of Common Shares issuable
on exercise of this and all other Options and Warrants of like tenor then
outstanding. The Option is granted pursuant to the Company's Stock Option Plan
as amended.
This Option shall not entitle the holders hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
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(a) The aggregate number, price and kind of Common Shares
subject to this Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of subject
Common Shares and the Option exercise price, shall be adjusted appropriately;
and
(c) In the event of dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, this Option shall terminate, but the registered owner of this
Option shall have the right, immediately prior to such dissolution, liquidation,
merger or combination, to exercise this Option in whole or in part to the extent
that it shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Option or any portion thereof
prior to fulfillment of all the following conditions:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Option, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Options and the related shares have not
been registered under the Act; and
(d) The placing on the certificate, as required in the sole
judgment of the Company, of an appropriate legend and the issuance of stop
transfer instructions in connection therewith if this Option and the related
shares have not been registered under the Act to the following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
OFFER, SALE,
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TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR
WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO THIS
CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS
OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Option to be executed
by the signature of its duly authorized officer.
EVOLVE ONE, INC.
By: /s/ Gary Schultheis
--------------------------
Gary Schultheis, President
Dated: January 26, 2005
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SUBSCRIPTION FORM
(To be executed by the registered holders to exercise the rights to
purchase Common Shares evidenced by the within Option.)
Evolve One, Inc.
1000 Clint Moore Road, Suite 101
Boca Raton, Florida 33487
The undersigned hereby irrevocably subscribes for __________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Option, and herewith makes payment of $__________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Option of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated: ___________________ Signed: ________________________________
Address: _______________________________
________________________________________
________________________________________
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