Stock Option Agreement

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Stock Option Agreement

This Stock Option Agreement (“Agreement”) is made by and between ____________ ("Optionor") and ______________________ ("Optionee").

The Optionor is the legal and beneficial owner of __________ authorized shares ("Optionor Shares") in the capital stock of __________________ ("Corporation"). The Optionor wishes to grant to the Optionee and the Optionee wishes to accept from the

Optionor, an option to purchase _____________of the Optionor Shares ("Optioned Shares").

Therefore in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Optionor grants to the Optionee an option (the "Option") to purchase the Optioned Shares at a purchase price (the "Purchase Price") of $ _____ per share for an aggregate Purchase Price of $ __________, subject to the following terms and conditions:

1. Option Exercise Period.

The Option may be exercised by the Optionee in whole, not in part, at any time from the date of this Agreement until the day preceding the earlier of (i) ________________, (ii) death of the Optionee, or (iii), the Termination Date of this Option Exercise Period. These options shall terminate on the Termination Date unless exercised by the Optionee prior to it.

2. Exercise of Option.

The Optionee shall, for the purposes of exercising the Option, give to the Optionor notice in writing ("Notice"), accompanied by a bank check payable to the Optionor in the amount of the Purchase Price.

3. Transfer of Optioned Shares.

Upon compliance by the Optionee with all of the terms and conditions of this Agreement and upon receipt by the Optionor of (i) the Notice, and (ii) payment of the Purchase Price, the Optionor shall sell and transfer to the Optionee the Optioned Shares and as evidence of it, the Optionor shall execute in favor of the Optionee a form of transfer and an endorsement on the share certificates representing the Optioned Shares, together with other documents to evidence the sale and transfer as the Optionee requests. The Optionor shall also cause the Corporation's directors to consent to the sale and transfer of the Optioned Shares to the Optionee.

4. Non-Assignability of Option.

The Option is personal to the Optionee. Therefore, the Optionee may not sell, assign or otherwise transfer the Option or any of its rights under this Agreement without the prior written consent of the Optionor.

5. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Optionor: _____________________________________________________.

If to the Optionee: ___________________________________________________.

6. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

7. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

8. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

9. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________

Optionor Optionee

___________________

Date