Sample Business Contracts

Option Agreement - Internet Advisory Corp. and John Neilson

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                                OPTION AGREEMENT

         THIS AGREEMENT is made as of the 9th day of March, 2001, by and between
The Internet Advisory  Corporation,  a Utah corporation (the "Company") and John
Neilson (the "Optionee").

         FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of
which are hereby acknowledged, it is hereby agreed that:

      1. The  Company  grants to  Optionee,  during the  Option  Term as defined
below, the option to buy from the Company a total of 300,000  "unregistered" and
"restricted" shares of the Company's common stock (the "Shares"),  at a price of
$0.25 per share (the "Option").

      2. The Option shall be exercisable by Optionee, in whole or in part, for a
period commencing on the date of this Agreement and ending at 5:00 p.m., Eastern
Daylight  Time, on March 8, 2006 (the "Option  Term").  If the Optionee fails to
exercise all or any portion of the Option within the Option Term, such Option or
portion  thereof shall  terminate and neither the Company nor the Optionee shall
have any further rights or obligations with respect to this Option.

      3. Upon issuance, all Shares shall be fully-paid and non-assessable.

      4. The Optionee  hereby  represents  and warrants  that he has  sufficient
knowledge  and  experience  to  understand  the nature of any  investment in the
Shares  and is fully  capable of bearing  the  economic  risk of the loss of his
entire cost basis.

      5.  The  Optionee  understands  that he must  bear  the  economic  risk of
ownership of the Shares for a long period of time,  the minimum of which will be
one (1) year,  as the Shares will be  "unregistered"  securities  and may not be
sold unless any  subsequent  offer or sale is registered  with the United States
Securities  and Exchange  Commission or otherwise  exempt from the  registration
requirements  of the  Securities  Act of 1933, as amended (the "Act"),  or other
applicable laws, rules and regulations.

      6. The Optionee further represents and agrees as follows:

            a. That the Shares will be acquired for investment  purposes and not
with a view toward further distribution;

            b. That he has a full and complete  understanding of the phrase "for
investment purposes and not with a view toward further distribution";

            c. That he understands the meaning of "unregistered  securities" and
knows that they are not freely tradeable;

            d. That any stock  certificate  issued to the Optionee in connection
with any Shares to be  acquired  shall be  imprinted  with a legend  restricting
their sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;

            e. That the stock transfer records of the Company shall reflect that
the Optionee has  requested  the Company not to effect any transfer of any stock
certificate representing any of the


Shares to be acquired  unless the Optionee  shall first have obtained an opinion
of legal  counsel to the effect that the Shares may be sold in  accordance  with
applicable laws, rules and  regulations,  and the Optionee  understands that any
opinion must be from legal counsel  satisfactory to the Company and,  regardless
of any  opinion,  the Optionee  understands  that the  exemption  covered by any
opinion must in fact be applicable to the Shares;

            f.  That the  Optionee  shall  not  sell,  offer to sell,  transfer,
assign,  hypothecate or make any other disposition of any interest in any Shares
to be  acquired,  except as may be pursuant to any  applicable  laws,  rules and

            g. The Optionee  understands  that any  investment  in Shares of the
Company is "risk  capital," and that he is fully capable of bearing the economic
risks attendant to such investment, without qualification; and

            h. The Optionee also  understands  that without  approval of counsel
for the Company,  any Shares to be issued and delivered to the Optionee shall be
represented by one stock certificate only, and that such stock certificate shall
be imprinted with the following legend or a reasonable facsimile thereof:

            The Shares  represented by this  certificate have not
            been registered  under the Securities Act of 1933, as
            amended, and may not be sold or otherwise transferred
            unless compliance with the registration provisions of
            such Act has been made or unless  availability  of an
            exemption from such registration  provisions has been
            established,  or  unless  sold  pursuant  to Rule 144
            under the Act.

      7. The Option may not be  transferred  by the  Optionee  without the prior
written consent of the Company, which shall not be unreasonably withheld.

      8. The Option shall be  exercisable by the Optionee upon written notice to
the Company of his intention to exercise, together with a payment to the Company
of the applicable exercise price.

      9. This  Agreement  shall be  binding  on and inure to the  benefit of the
successors, heirs, executors, administrators and assigns of the parties.

                                            THE INTERNET ADVISORY CORPORATION, a
                                            Utah corporation

                                            By   /s/ Joseph Erickson
                                                 Joseph Erickson, Treasurer

                                                 /s/ John Neilson
                                                 John Neilson