MEDICORE, INC.
STOCK OPTION
AGREEMENT, effective this 30TH day of May, 2003, between MEDICORE, INC.,
a Florida corporation (hereinafter called the "Company"), and TARget IR, LLC
(hereinafter called the "Optionee").
WITNESSETH:
WHEREAS, the board of directors of the Company authorized the Company to
enter into a non-exclusive investor and public relations consulting agreement
with the Optionee dated May ___, 2003 ("Agreement"), and pursuant thereto and
for the consideration provided in that Agreement granted to the Optionee this
option (the "Option") to purchase 200,000 shares of common stock, par value
$.01 per share (the "Option Shares"), of the Company, immediately exercisable
at $2.50 per Option Share (the "Option Price"), such Option to be exercisable
through May 30, 2005 ("Expiration Date"), subject to earlier exercisability
and expiration as provided in Section 4 of this Option; and
WHEREAS, the Optionee accepts the Option and agrees to be bound by the
terms and conditions set forth herein and in the Agreement, the terms of
which are incorporated in this Option;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein and in the Agreement contained, and other good and valuable
consideration, the receipt whereof is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
Grant of Option
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1.1 The Company grants and issues this Option to the Optionee to
purchase from the Company, upon the terms and conditions of the Agreement and
this Option, the Option Shares for a consideration of the Option Price.
Payment for the Option Shares
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2.1 The Option Price for the Option Shares to be purchased pursuant to
each exercise of any part of the within Option shall be paid to the Company
by the Optionee in full in cash or by certified or bank cashier's check at
the time of such exercise of the Option.
2.2 In addition to the method of payment set forth in Section 2.1 and
in lieu of any cash payment required thereunder, the Optionee shall have the
right at any time and from time to time, to exercise the Option in full or
in part by surrendering this Option in exchange for the number of Option
Shares equal to the product of (x) the Option Shares then represented by
this Option multiplied by (y) a fraction, the numerator of which is the Fair
Market Value (defined below in Section 2.5) of the Option Shares less the
Option Price and the denominator of which is such Fair Market Value.
Solely for the purposes of this Section 2.2, Fair Market Value shall be
calculated either (i) on the date on which the Notice of Election (defined
in Section 3.3) is deemed to have been sent to the Company ("Notice Date")
or (ii) the average of the Fair Market Value for each of the five (5)
trading days preceding the Notice Date, whichever of (i) or (ii) is greater.
2.3 The Company covenants and agrees that all Option Shares represented
by this Option will, upon issuance by the Company, be validly issued, fully
paid and nonassessable. The Company further covenants and agrees that during
the period within which the rights represented by this Option may be
exercised, the Company will at all times have authorized and reserved, out
of its authorized but unissued common stock, solely for the purpose of
effecting the exercise of this Option, a sufficient number of Option Shares
to provide for the exercise of the rights represented by this Option.
2.4 The Company shall not be required upon the exercise of this Option
to issue any fractional shares, but shall make an adjustment therefore in
Option Shares by rounding up to the nearest whole share for any fractional
Option Share which would be issuable upon exercise of this Option.
2.5 "Fair Market Value" of an Option Share as of a specified date shall
mean the closing price of an Option Share on the Nasdaq SmallCap Market or
the principal securities exchange on which such Option Shares are traded on
the day immediately preceding the date as of which Fair Market Value is being
determined, or on the next preceding date on which such Option Shares are
traded if no Option Shares were traded on such immediately preceding day; or
if the Option Shares are not traded on the Nasdaq SmallCap Market or a
securities exchange, Fair Market Value shall be deemed to be the average of
the high bid and low asked prices of the Option Shares in the over-the-counter
market on the day immediately preceding the date as of which Fair Market Value
is being determined or on the next preceding date on which such high bid and
low asked prices were recorded. If the Option Shares are not publicly traded,
Fair Market Value shall be determined by the board, taking into consideration
all factors it deems appropriate, including, without limitation, recent sale
and offer prices of its securities, particularly its Option Shares, in private
transactions negotiated at arm's length (other than to an employee, officer
or director of the Company).
Exercise of the Option
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3.1 The Option is exercisable only to the extent provided herein,
terminating at the earlier of the (i) close of business on the Expiration
Date; or (ii) within the prescribed period of time, if any, from the Notice
of Termination, as defined in and which may be effected at the Company's
discretion in accordance with Section 4 of this Option ("Termination Date"),
and to the extent not then exercised, without further action or notice, this
Option shall become null and void with no further exercise rights.
3.2 Subject to the terms herein, the Option is exercisable in amounts
equivalent to no less than 25,000 Option Shares per exercise up to the
earlier of the Expiration Date or applicable Termination Date. The Company
may delay the exercise of any Option if the Option Shares are required to be
listed, registered or qualified on any securities exchange or Nasdaq Stock
Market. The Company shall not be obligated to deliver any Option Shares
until such Option Shares have been so listed, registered or qualified on any
securities exchange or Nasdaq Stock Market (or authorized for listing,
registration or qualification upon official notice of such exchange or market).
However, any delay under this Section 3.2 shall not extend or modify the
exercisability of the Option or otherwise affect the Expiration Date or
applicable Termination Date.
3.3 At least two (2) days prior to the date upon which any portion of
the Option is to be exercised, the Optionee shall deliver to the Company at
its address as set forth in the Notice provisions of Section 19 of the
Agreement, written notice of its election to exercise all or part of the
Option, subject to the limitations provided in this Option, which notice
shall specify (i) the date and time for the exercise of the Option, (ii) the
number of Option Shares in respect of which the Option is to be exercised,
(iii) the method of the exercise as per Section 2 of this Option and (iv) the
address to which the Option Shares are to be mailed (the "Notice of
Election"). The Notice Date specified in such notice shall be a business
day and the time specified shall be during the regular business hours of the
Company.
3.4 The Optionee shall, on the Notice Date, pay the Company the Option
Price as provided in Section 2 of the Option in respect of which the Option is
being exercised, to wit, under Section 2.1 the amount of the product of $2.50
(or such then adjusted Option Price) times the number of Option Shares into
which the Option is being exercised, or the "cashless exercise" as provided
in Section 2.2. Upon timely and proper exercise of the Option, the Company
shall as soon as practicable and with all due expedition deliver to the
Optionee, who shall so have properly exercised the Option, certificates
registered in the name of the Optionee or the Optionee's designee representing
the number of the Option Shares in respect of which the Option was exercised,
as fully paid and non-assessable Option Shares, free and clear of any and all
liens, encumbrances or security interests or claims of any kind, subject to
the approval of any governmental or regulatory authority required in
connection with the authorization, issuance, sale or transfer of such Option
Shares. Delivery shall be deemed effected for all purposes when the Company's
stock transfer agent shall have deposited such Option Share certificate or
certificates in the United States mail, addressed as per the Optionee's
Notice of Election. If the Option is exercised in part, a new Option for
the balance of the unexercised Option Shares will be issued by the Company
to the Optionee, subject to the terms of this Option and the Agreement.
3.5 The Optionee shall not have any rights or privileges of a
shareholder of the Company with respect to any of the Option Shares
underlying the Option unless and until and only to the extent he shall
have properly exercised the Option and paid for the Option Shares in
accordance with the terms and provisions of this Option. The Option shall
be considered exercised on the Notice Date and payment was made in
accordance with Section 2 of this Option; provided, if payment is by check,
the exercise date shall be the date such check clears payment.
Termination of the Option; Exercisability
-----------------------------------------
4.1 Notwithstanding anything herein to the contrary, in particular but
not limited to the Expiration Date and the initial WHEREAS clause, the
Company has the absolute discretion to terminate the Agreement at any time,
thereby resulting in the termination of this Option.
4.2 Should the Company terminate the Agreement in accordance with
Section 4.1, then it shall provide the Optionee with written notice as
provided in Section 19 of the Agreement of such termination ("Notice of
Termination") and the Option shall be exercisable for a period of six (6)
months from the Notice of Termination (the "Termination Date"); provided,
should the Company terminate the Agreement based upon any regulatory action,
federal, state, local, or based on any agency, self-regulatory agency or
quasi-governmental or governmental agency, bureau or commission ("Regulatory
Action") against the Optionee, then it shall provide the Optionee with Notice
of Termination, and the Option shall be exercisable for a period of fifteen
(15) days from the Notice of Termination (also known as the "Termination
Date"); provided, further, the failure of the Optionee to notify the Company
of the initiation of any such regulatory action shall provide the Company
with the sole right at its discretion, at any time it learns of such
regulatory action, to terminate the Agreement and this Option without any
rights of the Optionee to exercise this Option to any extent, and this
Option, on the date of the Notice of Termination, shall be null and void,
and any Option Shares obtained by the Optionee within sixty (60) days of
the initiation of any such regulatory action and at any time thereafter shall
be immediately returned to the Company, and the Company shall have the right
to cancel all such Option Shares.
Restrictions on Exercise of the Option and Sale of the Option Shares
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5.1 In addition to the limitations on the exercise of the Option as
provided in Section 3.1 et seq. and Section 4 hereof, the within Option
shall not be exercisable if:
(a) The exercise thereof will involve a violation of any applicable
federal or state securities law; or
(b) The exercise thereof will require registration under the
Securities Act of 1933, as amended (the "Act") of the Option Shares, subject
to Sections 5.2(c) and (d) hereof.
5.2 (a) The Optionee acknowledges that the Option and the Option Shares
are not transferable without compliance with the registration requirements of
the federal and state securities laws, or an opinion of counsel has been
received by and is satisfactory to the Company to the effect that such
registration is not required; any determination in this connection by the
Company shall be final, binding and conclusive; and the Optionee has no right
to transfer either the Option or the Option Shares except to its officers, who
agree to be bound by the terms of the Option and the Agreement, or as provided
in Sections 5.2(c) or (d).
(b) The Optionee understands that the Option and any Option Shares
with which the Option is exercised are being issued to it pursuant to a non-
public offering exemption under the Act, that the Option Shares that may be
issued upon exercise of the Option shall have a legend on the face thereof
indicating the restrictive nature of the Option Shares in pertinent part as
follows: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION
OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED; and that such Option Shares and the
Option shall have stop transfer instructions issued against the same. Subject
to the registration rights provided in subparagraphs (c) and (d) hereof, at
the time of any exercise of the within Option, the Optionee shall represent
to and agree with the Company in writing that it is acquiring the Option
Shares in respect of which the Option is being exercised for the purpose of
investment and not with a view to distribution.
(c) This subparagraph (c) is subject to the limitations and
restrictions of this Option, including, among others, Sections 3 and 4 hereof.
Should the Company file a registration statement for the public sale of its
securities, it shall notify in writing at least 10 days prior to the filing
with the Securities and Exchange Commission (the "SEC"), the Optionee or the
Option Shareholder, if such Option Shares are then not otherwise freely
tradable under the federal and state securities laws, of the Company's filing
of a registration statement, and if so requested by such Optionee or Option
Shareholder in writing within five days of the Company's notice, the Company
shall include in its registration statement the Option Shares so requested
to be included and such information as may be required to permit a public
offering and sale of any of the Option Shares then outstanding or otherwise
issuable pursuant to the Option remaining exercisable so requested to be
included, provided such Option Shares are not otherwise freely tradable
without the need for registration under the federal and state securities
laws. The Optionee or the Option Shareholder shall furnish information
reasonably requested by the Company in accordance with such registration
statement and shall furnish indemnifications as set forth below.
This Section 5.2(c) relating to inclusion of the Option Shares in
a registration statement is not applicable to any registration statement
filed by the Company on Forms S-4 or S-8 (including any Form S-3 related to
such Form S-8) or any other comparable form. It is further agreed that if
the managing underwriter in any underwritten offering of a registration
statement by the Company shall advise the Company that it declines to include
a portion or all of the Option Shares requested by the Optionee or the Option
Shareholder to be included in the registration statement, then inclusion and
distribution of all or that specified portion of the Option Shares shall be
excluded from such registration statement.
(d) This subparagraph (d) is subject to the limitations and
restrictions of this Option, including, among others, Sections 3 and 4 hereof.
The Company agrees to file upon one written request, and no more, of the
Optionee or the Option Shareholder, provided such request relates to at least
a majority of the Option Shares, one registration statement on any appropriate
Form under the Act to register the Option
Shares then outstanding or otherwise issuable pursuant to the Option
remaining exercisable, to the extent such are not otherwise freely tradable
without compliance with the registration requirements of the Act, subject to
the limitations and restrictions of this Option. The Company agrees to keep
the registration statement continuously effective for a period of nine (9)
months (or, if for any reason the effectiveness of the registration statement
is suspended, such period shall be extended by the aggregate number of days
of each such suspension), following the date on which the registration
statement is declared effective.
(e) In connection with any registration under subparagraphs (c) and
(d), the Company covenants and agrees to: (i) use its best efforts to have any
such registration statement declared effective at the earliest possible time,
and shall furnish the Option Shareholder desiring to sell the Option Shares
such number of prospectuses as shall reasonably be requested; (ii) pay all
costs (excluding fees and expenses of the Option Shareholder's counsel and
any underwriting or selling commissions or other charges of any broker-dealer
acting on behalf of the Option Shareholder, including any transfer taxes
relating to the Option Shares sold), fees and expenses in connection with all
registration statements filed pursuant to Sections 5.2(c) and (d) including,
without limitation, the Company's legal and accounting fees, printing
expenses, blue sky fees and expenses; (iii) take all necessary action which
may reasonably be required in qualifying or registering the Option Shares
included in the registration statement for offering and sale under the
securities or blue sky laws of such states as reasonably requested by the
Option Shareholder, provided that the Company shall not be obligated to
execute or file any general consent to service of process or to qualify as
a foreign corporation to do business under the laws of any such jurisdiction;
(iv) indemnify the Option Shareholder of the Option Shares to be sold pursuant
to any registration statement and each person, if any, who controls such
Option Shareholder within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject which relate to
any registration statement(s) prepared in connection herewith; (v) prepare
and file with the SEC such amendments, post-effective amendments and
supplements to the registration statement and the prospectus included therein
as may be necessary to comply with the provisions of the Act with respect to
the disposition of the Option Shares covered by such registration statement
during the applicable period in accordance with the intended method or
methods of distribution by the Option Shareholders as set forth in such
registration statement or supplement of the prospectus; and (vi) as soon as
practicable after the effective date of a registration statement relating to
any Option Shares, and in any event within fifteen (15) months thereafter,
use its reasonable efforts to make "generally available to its security
holders" (within the meaning of Rule 158 under the Act) an earnings
statement (which need not be audited) complying with Section 11(a) of the
Act and covering a period of at least (12) consecutive months beginning
after the effective date of the registration statement.
(f) Whenever, pursuant to Sections 5.2(c) and (d), a registration
statement relating to the Option Shares is filed under the Act, or is amended
or supplemented, the Optionee and the Option Shareholder will indemnify and
hold harmless the Company, each of its directors, each of its officers who
have signed said registration statement and such amendments and supplements
thereto, and each person, if any, who controls the Company (within the
meaning of the Act) against any losses, claims, damages or liabilities to
which the Company or any such director, officer or controlling person may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue or alleged untrue statement of any material fact
contained in any such registration statement or any preliminary prospectus
or final prospectus constituting a part thereof, or any amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent that such untrue statement or
alleged untrue statement or omission was made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by the Optionee and/or the Option Shareholder for use in the
preparation thereof; and
will reimburse the Company or any such director, officer or controlling
person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action.
(g) Nothing contained in this Option shall be construed as requiring
the Optionee to exercise this Option prior to the filing of any registration
statement or the effectiveness thereof.
Changes in Capital Structure
----------------------------
6.1 Existence of this Option shall not impair the right of the Company
or its shareholders to make or effect any adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger of consolidation of the Company or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the common stock of the Company,
or common stock or any other securities of the Company, or any grant of
options on its securities through any qualified or non-qualified stock
plan or otherwise, or any other corporate act or proceeding, whether of a
similar character or otherwise.
6.2 Adjustments.
(a) The Option Price shall be subject to adjustment as follows:
(i) In the event Company shall issue additional shares of common
stock (or securities convertible into or exchangeable for common stock) in
the form of a stock dividend, or subdivision paid with respect to common
stock, or declare any dividend or other distribution payable with additional
shares of common stock (or securities convertible into or exchangeable for
common stock) with respect to common stock or effect a split or subdivision
of the outstanding shares of common stock, the Option Price shall,
concurrently with the effectiveness of such stock dividend, stock
distribution or subdivision, be proportionately decreased.
(ii) In the event the outstanding shares of common stock shall
be combined or consolidated, by reclassification or otherwise, into a lesser
number of shares of common stock, the Option Price shall, concurrently with
the effectiveness of such combination or consolidation, be proportionately
increased.
(iii) If the Company ("Company" excludes for purposes of this
Section 6.2(a)(iii), any affiliated company) shall be consolidated with or
merged into another unaffiliated corporation or shall sell all or
substantially all of its assets as part of a reorganization within the
meaning of the Internal Revenue Code or shall reclassify or reorganize its
capital structure (except a stock split or combination covered by
subparagraphs (a)(i) and (ii) above), and in such transactions holders of
the common stock exchange their common stock for shares of stock or other
securities ("Transaction Securities") of the Company or another corporation,
receive additional common stock or other securities, or surrender a portion
of their common stock, then:
(1) Except as provided in Section 6.2(a)(iii)(2) hereof,
the Optionee shall be entitled, in lieu of this Option, to an Option or
Options to purchase Transaction Securities in an amount (if any) equal to
the Transaction Securities that the Optionee would have received if the
Optionee had exercised this Option in full and held the Option Shares to
which this Option related at the time of such transaction. The Option Price
per share or other unit of such Transaction Securities shall be determined
by dividing the Option Price by the number of shares or other units (or the
fraction of a share or other unit) of Transaction Securities into which each
share of common stock is converted or for which common stock is exchanged in
such transaction.
(2) Notwithstanding any other provision hereof, the board
of directors of the Company may cancel this Option as of the effective date
of any transaction described in this Section 6.2(a)(iii)(1); provided that
(A) notice of such cancellation shall have been given to the Optionee at
least thirty (30) days before the effective date of such transaction, and
(B) the Optionee shall have the right to exercise the Option in accordance
with and pursuant to the limits of Section 3.1 et seq. and Section 4 during
the thirty (30) day period immediately preceding the effective date of such
transaction.
(b) Upon each adjustment of the Option Price pursuant to the
provisions of Section 6.2(a), the number of shares of common stock issuable
upon exercise of the Option shall be adjusted to the nearest full amount by
multiplying a number equal to the Option Price in effect immediately prior
to such adjustment by the number of shares of common stock issuable upon
exercise of the Option immediately prior to such adjustment and dividing
the product so obtained by the adjusted Option Price.
(c) Notwithstanding anything herein to the contrary, there shall be
no adjustment in the Option Price or number of shares of common stock to be
issued upon exercise of the Option under the following:
(i) grants, sales or other issuances to officers, directors
and/or key employees;
(ii) relating to the exercise or conversion of any outstanding
options, warrants, rights, or other convertible securities, or any
securities exchanged therefore;
(iii) the issuance of any securities under any existing stock
option, incentive, employee compensation plan, bonus, retirement or similar
plan; or any such plan to be adopted by the Company, provided such proposed
plan is approved by shareholders; or
(iv) the grant, award, sale or other issuance, under any
circumstances, results in the issuance of no more than 10% of the outstanding
shares of common stock; provided, any such issuance not resulting in an
adjustment by reason of it being less than 10% of the outstanding shares of
common stock shall be carried forward and taken into account in any subsequent
adjustment required to be made hereunder.
(d) No adjustment in the Option Price shall be required unless such
adjustment would require an increase or decrease of at least two cents ($.02)
in such price; provided, however, that any adjustments which by reason of this
Section 6.2(d) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment required to be made hereunder.
(e) So long as this Option shall be outstanding, (i) if the Company
shall pay any dividend or make any distribution upon its common stock or (ii)
if the Company shall offer to the holders of common stock for subscription or
purchase by them any share of any class or any other rights or (iii) if any
capital reorganization of the Company, reclassification of the capital stock
of the Company, consolidation or merger of the Company with or into another
corporation, sale, lease or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Optionee, at least 15 days prior to the date specified
in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record
is to be taken for the purpose of such dividend, distribution or rights, or
(y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date,
if any is to be fixed, as of which the holders of common stock or other
securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, lease, liquidation or winding up.
Miscellaneous
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7.1 The granting of this Option shall not impose upon the Company any
obligation to employ, retain or become affiliated with or continue to employ,
retain or be affiliated with the Optionee. This Option shall not be construed
as preventing nor shall it prevent the Company from terminating any agreement
or other affiliation with the Company or its affiliated companies that might
exist with the Optionee.
7.2 This Option shall be binding upon and inure to the benefit of the
Company and its successors and upon the Optionee and its successors, assigns,
including without limitation the estate of the Optionee and the executors,
administrators and/or trustees of such estate, and any creditor, receiver,
trustee in bankruptcy or representative of any such Optionee; provided that
this Option shall be exercisable only by the Optionee except as may be
approved in writing by the Company.
7.3 This Option shall be deemed to be made under and shall be construed
in accordance with the laws of the State of New Jersey.
7.4 This Option is effective as of June 1, 2003 and, unless sooner
terminated in accordance with the terms hereof, shall remain in effect until
the earlier of the Expiration Date or the applicable Termination Date as
provided herein. No modification or amendment of this Option shall become
effective until such modification or amendment shall have been approved by
the board of directors of the Company.
7.5 The Company's obligation to deliver Option Shares is subject to all
the terms and conditions of this Option and shall be subject to applicable
federal, state and local tax withholding and reporting requirements.
[signatures on following page]
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its Chief Executive Officer or authorized agent, as the case may be, thereunto
duly authorized, the day and year first above written.
MEDICORE, INC.
/s/ Xxxxxx X. Xxxxxxxx
By:--------------------------------
XXXXXX X. XXXXXXXX, Chief Executive
Officer
The Optionee hereby accepts and agrees to be bound by all the terms and
conditions hereof.
TARget IR, LLC
(Optionee)
/s/ Xxx Xxxxxxxxx
By:--------------------------------
XXX XXXXXXXXX, President
NOTICE OF EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing shares of common stock, $.01 par value (the
----
"Common Stock"), of Medicore, Inc. (or such other securities or property to
which the undersigned may be entitled under the terms of the Option) and
hereby:
1. Makes payment of $ , representing the full purchase price
------------
for the Common Stock at the exercise price per share provided in the Option.
The undersigned encloses herewith a bank draft, certified check or money
order payable to the Company in payment of the exercise price.
-or-
2. The undersigned elects to exercise the within Option on a cashless
basis pursuant to the terms and formula of Section 2.2 of the Option.
initial if cashless exercise
----
The undersigned irrevocably directs that the shares of Common Stock
being acquired upon exercise of the Option be issued and delivered as follows:
Name(s) in Full Address(es) Number of Shares SS or IRS No.
--------------- ---------- ---------------- -------------
-----------------------------------
Signature of Optionee
-----------------------------------
Print Name
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