General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 8 45K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 12 49K
Liquidation or Succession
3: EX-3 Articles of Incorporation/Organization or By-Laws 12 49K
4: EX-5 Opinion re: Legality 3 14K
5: EX-9 Voting Trust Agreement 3 14K
Exhibit 9
OPTION AGREEMENT
THIS AGREEMENT made as of the 8th day of January, 2004, by and between
Frontier Staffing, Inc., a Nevada corporation (the "Corporation") and Michael
Hopkins (the "Optionee").
1. Grant of Option. Subject to the terms and conditions set forth herein,
the Corporation hereby grants to the Optionee the right and option to purchase
from the Corporation a total of One Hundred Thousand (100,000) shares of the
Corporation's Common Stock (the "Stock"). The stock option is exercisable at
$0.15 per share subject to the terms of this Option Agreement. The stock option
shall vest immediately.
2. Term of Option. The term of the option is effective as of the date
hereof and will expire at the close of business on January 8, 2007.
3. Procedure on Exercise of Option. The option granted herein shall be
exercised by the Optionee giving written notice to the Corporation. Such written
notice shall be sufficient only if delivered to the Corporation at its principal
office by registered or certified mail, and only if such written notice states
the number of shares with respect to which the option is being exercised and the
date, which shall not be more than ninety (90) days after the date of such
notice, on which such Stock will be purchased and payment made therefore. The
payment for Stock purchased pursuant to the exercise of an option shall be made
at the Corporation's principal office. Upon the exercise of an option in
compliance with the provisions of this Section, and upon receipt by the
Corporation of the payment for the Stock so purchased, the Corporation shall
deliver or cause to be delivered to the Optionee a certificate or certificates
for the amount of Stock included in such exercise and for which payment is
made3. The Stock shall be registered in the name of the Optionee. In no event,
however, shall any Stock be issued pursuant to exercise of an option until full
payment therefore shall have been made by cash or good check. However, the
Corporation may also permit the Optionee to effect a cashless or net exercise of
an option without tendering any shares of the Corporation's stock as payment for
the option. In such an event, the participant will be deemed to have paid for
the exercise of the option with shares of the Corporation's stock and shall
receive from the Corporation a number of shares equal to the difference between
(i) the shares that would have been tendered to pay the option price and
withholding taxes, if any, and (ii) the number of options exercised. The
Optionee shall have no rights of a shareholder until the Stock shall have been
issued as herein provided.
4. Transferability of Options. The Optionee's option shall not be
transferable other than by Will or by the laws of descent and distribution, if
applicable, and are exercisable during his lifetime only by him.
5. Securities Act and Investment Letter. The said securities are not
registered and will not be registered at the time of acquisition by the Optionee
because the Corporation does not undertake the register of said securities. The
Optionee hereby represents and warrants that upon the exercise of his option, in
whole or in part, the Stock purchased by him will be for investment purposes and
not with a view to the distributor thereof.
6. Governmental Regulation. Notwithstanding any other provisions of this
Agreement, the Optionee hereby agrees that he will not exercise the option
granted him, and that the Corporation will not be obligated to issue any Stock
there under, if the exercise of the option or issuance of such Stock would
constitute a violation by the Optionee or by the Corporation of any provisions
of any law or regulation of any governmental authority. Any determination made
in good faith by the Corporation's Board of Directors in this connection shall
be final and shall be binding and conclusive for all purposes. The Corporation
shall, in no event, be obligated to take any affirmative action in order to
cause the exercise of the option herein granted or the issuance of the Stock
pursuant thereto to comply with any law or regulation of any governmental
authority.
7. Readjustment or Recapitalization: Upon any recapitalization or
readjustment of the Corporation's capital stock whereby the character of the
present Common Stock shall. be changed, appropriate adjustments shall be made so
that the stock to be purchased under this option shall be the equivalent of the
present Common Stock of the Corporation, after such readjustment or
recapitalization. In the event of a subdivision or combination of the shares of
Common Stock, the number of shares subject to the option herein granted will be
proportionately increased or decreased and the price will be proportionately
adjusted by the Board of Directors and, in case of reclassification or other
change in the shares of the Common Stock, such action will be taken as in the
opinion of the Board of Directors will appropriate under the circumstances.
8. Notices. Any notice or other communication required or given hereunder
shall be in writing and shall be deemed to have been effectively given only if
delivered personally or sent by certified or registered mail, postage prepaid,
to the Corporation at its principal office and to the Optionee at his address as
listed on the Corporation's records or to such other address as the parties
shall designate.
9. Miscellaneous. This Agreement constitutes the entire understanding of
the parties. There are no representations, promises, warranties, covenants or
undertakings other than those expressly set forth herein. No modification,
waiver or termination of any of the terms herein shall be valid unless in
writing and executed with the seam formality as the Agreement. No waiver by
either party of any breach or default hereof, and no waiver shall be operative
unless the same shall be in writing. The headings contained in this Agreement
are for convenience of reference only and shall not be deemed to alter or affect
any provision hereof.
10. Governing Law. All matters affecting the interpretation of this
Agreement and the rights of the parties shall be governed by the laws of the
State of Nevada.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Frontier Staffing, Inc., a Nevada Corporation
By: /s/ Frederick A. Huttner
------------------------------
Frederick A. Huttner
President
Optionee:
By: /s/ Michael Hopkins
-----------------------
Michael Hopkins
Dates Referenced Herein and Documents Incorporated by Reference
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