Stan Lee Media Inc – ‘10KSB’ for 12/31/99 – EX-10.38

On:  Monday, 3/20/00   ·   For:  12/31/99   ·   Accession #:  950148-0-447   ·   File #:  0-28530

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       69    351K 
 2: EX-2.1      Plan of Reorganization                                 8     56K 
 3: EX-3.1      Articles of Incorporation                              4     32K 
 4: EX-3.2      Articles of Incorporation                              1     17K 
 5: EX-3.3      Articles of Incorporation                             16     75K 
 6: EX-3.4      By-Laws                                               18     86K 
 7: EX-10.1     Material Contracts                                    58    245K 
16: EX-10.10    Material Contracts                                    18     76K 
17: EX-10.11    Material Contracts                                     4     30K 
18: EX-10.12    Material Contracts                                     4     30K 
19: EX-10.13    Material Contracts                                     4     30K 
20: EX-10.14    Material Contracts                                     4     30K 
21: EX-10.15    Material Contracts                                     4     30K 
22: EX-10.16    Material Contracts                                     4     31K 
23: EX-10.17    Material Contracts                                     4     30K 
24: EX-10.18    Material Contracts                                    17     66K 
25: EX-10.19    Material Contracts                                     4     30K 
 8: EX-10.2     Material Contracts                                    13     53K 
26: EX-10.20    Material Contracts                                     4     30K 
27: EX-10.21    Material Contracts                                     4     30K 
28: EX-10.22    Material Contracts                                     4     30K 
29: EX-10.23    Material Contracts                                     4     30K 
30: EX-10.24    Material Contracts                                     4     30K 
31: EX-10.25    Material Contracts                                     4     30K 
32: EX-10.26    Material Contracts                                     3     26K 
33: EX-10.27    Material Contracts                                     3     27K 
34: EX-10.28    Material Contracts                                     4     30K 
35: EX-10.29    Material Contracts                                     4     30K 
 9: EX-10.3     Material Contracts                                    30    127K 
36: EX-10.30    Material Contracts                                     4     30K 
37: EX-10.31    Material Contracts                                     4     30K 
38: EX-10.32    Material Contracts                                     4     30K 
39: EX-10.33    Material Contracts                                     4     30K 
40: EX-10.34    Material Contracts                                     4     30K 
41: EX-10.35    Material Contracts                                     4     31K 
42: EX-10.36    Material Contracts                                     4     31K 
43: EX-10.37    Material Contracts                                     4     30K 
44: EX-10.38    Material Contracts                                     2     22K 
45: EX-10.39    Material Contracts                                     3     26K 
10: EX-10.4     Material Contracts                                    30    126K 
46: EX-10.40    Material Contracts                                     3     26K 
47: EX-10.41    Material Contracts                                     3     27K 
48: EX-10.42    Material Contracts                                     1     19K 
49: EX-10.43    Material Contracts                                    18     82K 
50: EX-10.44    Material Contracts                                    16     77K 
51: EX-10.45    Material Contracts                                    13     55K 
52: EX-10.46    Material Contracts                                     8     38K 
53: EX-10.47    Material Contracts                                    30    110K 
54: EX-10.48    Material Contracts                                    17     75K 
55: EX-10.49    Material Contracts                                    17     81K 
11: EX-10.5     Material Contracts                                    10     40K 
56: EX-10.50    Material Contracts                                     3     23K 
57: EX-10.51    Material Contracts                                     6     33K 
58: EX-10.52    Material Contracts                                     3     29K 
59: EX-10.53    Material Contracts                                    80±   299K 
60: EX-10.54    Material Contracts                                     9     51K 
12: EX-10.6     Material Contracts                                    10     40K 
13: EX-10.7     Material Contracts                                     8     45K 
14: EX-10.8     Material Contracts                                     7     36K 
15: EX-10.9     Material Contracts                                    12     59K 
61: EX-21.1     Subsidiaries                                           1     14K 
62: EX-27       Financial Data Schedule                                1     16K 

EX-10.38   —   Material Contracts

EX-10.38
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                                                                 Exhibit 10.38

STOCK OPTION AGREEMENT

Stan Lee Media, Inc. a Colorado corporation ("Company"), desiring to
afford an opportunity to the Grantee named below to purchase certain shares of  
the Company's Common Stock, no par value, to provide the Grantee with an added  
incentive as an Employee or Consultant of the Company or of one or more of its  
Subsidiaries, hereby grants to Grantee, and the Grantee accepts, an option (the 
"Option") to purchase the number of such shares optioned as specified below,    
during the term ending at midnight (prevailing local time at the Company's      
principal offices) on the expiration date of this Option specified below, at the
option exercise price specified below, subject to and upon the following terms  
and conditions:                                                                 

     1.    Identifying Provisions: As used in this Option, the following terms
shall have the following meanings:                                              

                                                                [Download Table]
                                                                 
(a)   Grantee:                                  Stanley A. Weston

(b)   Date of Grant:                            October 5, 1999  

(c)   Number of Shares optioned:                27,500           

(d)   Option exercise price per share:          $5.00            

(e)   Expiration Date:                          October 4, 2004  

    2.    Timing of Purchases: Subject to the provisions for termination and
acceleration, this Option shall become exercisable in installments as follows:  

      (a)   after April 1, 2000, up to 17,500 of the total number of
shares optioned; and                                                            

         (b)   after April 1, 2001, up to all of the optioned shares until
and including the expiration date of the Option whereupon the Option shall      
expire and may thereafter no longer be exercised.                               

   The Company hereby agrees that at all times there shall be reserved for
issuance and delivery upon exercise of the Option such number of shares of its  
Common Stock as shall be required for issuance and delivery upon full exercise  
of the Option.                                                                  

      3.    Non-Transferable: The Grantee may not transfer this Option except by
will or the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether 
by operation of law or otherwise, and shall be exercisable by the Grantee or his
guardian or legal representative.                                               

     4.    Rights in Shares Before Issuance and Delivery: No person, including
the Grantee, shall be entitled to the privileges of stock ownership in respect  
of any shares issuable upon exercise of this Option, unless and until such      
shares have been issued to such person as fully paid shares.                    

   5.    Exercise, Payment for and Delivery of Stock: Each exercise of the
Option shall be accomplished by presentation and delivery to the Company of a   
notice of exercise, duly executed and                                           

EX-10.38
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accompanied by payment of the exercise price for the number of shares of Common 
Stock specified in such notice of exercise, together with all Federal and state 
taxes applicable upon such exercise. Notwithstanding the foregoing provisions   
requiring payment by cash or check, Grantee shall have the right, in his sole   
and absolute discretion, to elect a "cashless" exercise of the net value of the 
Option.                                                                         

    6.    Restricted Stock Provisions: Shares of stock issued on exercise of
this Option shall upon issuance be restricted securities as such term is defined
in Rule 144(a)(3) of the Securities Act of 1933, as amended. The restrictions   
imposed under this paragraph shall apply as well to all shares or other         
securities issued in respect of restricted stock in connection with any stock   
split, reverse stock split, stock dividend, recapitalization, reclassification, 
spin-off, split-off, merger, consolidation or reorganization.                   

      7.    Notices: Any notice to be given to the Company shall be addressed to
the Company in care of its Secretary at its principal office, and any notice to 
be given to the Grantee shall be addressed to him at the address beneath his    
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company. Any such notice shall be deemed duly given when      
addressed as aforesaid, registered or certified, and deposited, postage and     
registry or certification fee prepaid, in a post office or branch post office   
regularly maintained by the United States Postal Service.                       

    8.    Governing Law: This Agreement shall be governed by the laws of the
State of California without regard to principles of conflicts of laws.          

  IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.                                                          

                            STAN LEE MEDIA, INC.

                              By:  /s/ Gill Champion
                                            ------------------------------
                                     Its:  Chief Operating Officer
                                             -----------------------------
AGREED AND ACCEPTED AS OF                                                       
THIS 5TH DAY OF OCTOBER, 1999.                                                  

Grantee: /s/ Stanley A. Weston                                                  

Street Address: 116 Central Park South                                          

City and State: New York, NY   10019                                            

Dates Referenced Herein

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		10/4/04		1					None on these Dates
		4/1/01		1
		4/1/00		1
Filed on:		3/20/00
For Period End:		12/31/99
		10/5/99		1
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