FIRST SOUTH AFRICA CORP.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made this 17th day of January, 1997 by and between
First South Africa Corp., Ltd., a Bermuda corporation ("Corporation"), and
Barretto Pacific Corporation, a Nevada corporation ("Option Holder").
1. GRANT OF OPTION. The Corporation has granted to the option Holder
an option to purchase 25,000 shares of its common stock (the "Stock") at the
purchase price of $3.75 in the manner and subject to the conditions hereinafter
provided. The Corporation will undertake to register such shares immediately
upon execution of this agreement. Subject to the provisions of section 4, the
option will expire 180 days after the shares are registered.
Consulting agreement with Barretto Pacific Corporation dated January
17, 1997.
A copy of the plan as described above is attached herewith. To the extent
applicable, the provisions of the plan shall be deemed as part of this
Agreement.
2. TIME OF EXERCISE OPTION. Subject to the provisions of Section 4
regarding termination of the option, the options granted may be exercised at any
time after the date indicated:
DATE SHARES WHICH MAY BE EXERCISED
January 17, 1997 25,000
3. METHOD OF EXERCISE. The option shall be exercised by written
notice directed to the CEO, or other senior officer of the Corporation,
accompanied by a check in payment of the option price for a fraction or in whole
for the number of shares specified, up to 25,000 shares. The transfer agent
shall make immediate delivery of such shares, provided that if any law or
regulation requires the Corporation to take any action with respect to the
shares specified in such notice before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to take such
action. The price of an exercised option, or portion thereof, may be paid:
a. In the form of cashiers check, money order, brokerage
draft made payable to the Corporation; or
b. bank wire transfer
4. TERMINATION OF OPTION. Except as herein otherwise stated, the
option to the extent not previously exercised, shall terminate upon the
expiration of the option as provided in Section 1. In the event that the Company
cancels its agreement with you pursuant to the terms of its consulting agreement
with you, any shares that you are due prior to termination will be valid and
available for exercise.
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If the Corporation is
reorganized or consolidated or merged with another corporation, the Option
Holder shall be entitled to receive options covering shares of such reorganized,
consolidated or merged company in the same portion, at an equivalent price, and
subject to the same
conditions as the options granted pursuant to this Agreement. For purposes of
the preceding sentence, the excess of the aggregate Fair Market Value of the
shares subject to the option over the aggregate option price of such shares
immediately after the reorganization, consolidation or merger shall not be more
than the option price of such shares immediately before such reorganization,
consolidation or merger, and the new option or assumption of the old option
shall not give the Option Holder additional benefits which were not provided
under the old option, or deprive the Option Holder of benefits which were
available under the old option.
6. BINDING EFFECT. This agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
First South Africa Corp., Ltd.
/S/ By /S/ XXXXX XXXXXXXXX
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Witness Xxxxx Xxxxxxxxx
Chief Executive Officer
/S/ By /S/ XXXXXX XXXXXXXX
-------------------------- -----------------------------
Witness Xxxxxx Xxxxxxxx
Barretto Pacific Corporation
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