DEERBROOK PUBLISHING GROUP, INC.
NO. NON-STATUTORY
STOCK OPTION
1 200,000
Incorporated Under the Laws of the State of Nevada
CERTIFICATE FOR NON-STATUTORY STOCK OPTION
THIS CERTIFIES THAT FOR VALUE RECEIVED
MICHAEL PALOMA
Or registered assigns ("the Option Holder"), is the registered owner of the
above indicated number of Non-Statutory Stock Options (the "Stock Options")
expiring February 16, 2002 (the "Expiration Date"). One (1) Stock Option
entitles the Option Holder to purchase one (1) share of common stock, $0.001 par
value ("Share"), from Deerbrook Publishing Group, Inc., a Nevada corporation
(the "Company"), at a purchase price of $0.50 (the "Exercise Price"), commencing
on February 16, 2000, and terminating on the Expiration Date (the "Exercise
Period"), upon surrender of this Stock Option Certificate with the exercise form
hereon duly completed and executed with payment of the Exercise Price at the
Office of Holladay Stock Transfer, Inc. (the "Option Agent").
The Option Holder may exercise all or any number of Stock Options.
Reference is hereby made to the provisions on the reverse side of this Stock
Option Certificate, all of which are incorporated by reference in and made a
part of this Stock Option Certificate and shall for all purposes have the same
effect as though fully set forth at this place.
Upon presentment for transfer of this Stock Option Certificate at the
office of the Option Agent, a new Stock Option Certificate or Stock Option
Certificates of like tenor and evidencing in the aggregate a like number of
Stock Options shall be issued to the transferee in exchange for this Stock
Option Certificate, upon payment of $12.00 per Stock Option Certificate and any
tax or governmental charge imposed in connection with such transfer.
The Option Holder of the Stock Options evidenced by this Stock Option
Certificate may exercise all or any whole number of such Stock Options during
the period and in the manner stated hereon. The Exercise price shall be payable
in lawful money of the United States of America and in cash or by certified or
bank cashier's check or bank draft payable to the order of the Company. If upon
exercise of any Stock Options evidenced by this Stock Option Certificate the
number of Stock Options exercised shall be less than the total number of Stock
Options so evidenced, there shall be issued to the Option Holder a new Stock
Option Certificate evidencing the number of Stock Options not so exercised.
Subject to the following paragraph, no Stock Option may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Stock Option not
exercised by such time shall become void, unless extended by the Company.
This Stock Option Certificate shall not be valid unless countersigned by
the Option Agent.
IN WITNESS WHEREOF, The Company has caused this Stock Option Certificate to
be signed by its Vice President and by its Secretary, each either manually or by
a facsimile of his/her signature, and has caused a facsimile of its corporate
seal to be imprinted hereon.
Dated: February 16, 2000
DEERBROOK PUBLISHING GROUP, INC.
Vice President Secretary
COUNTERSIGNED:
HOLLADAY STOCK TRANSFER, INC.
2939 N. 67th Place
Scottsdale, Arizona 85251
<PAGE>
DEERBROOK PUBLISHING GROUP, INC.
Holladay Stock Transfer, Inc.
Transfer Fee: $12.00 Per Certificate
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT-______ Custodian for _________
(Cust.) (Minor)
TEN ENT-as tenants by the entireties under Uniform Gifts to
Minors Act of
JT TEN - as joint tenants with right of ____________________________
Survivorship and not as tenants (State)
in common
Additional Abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be Executed by the Registered Holder if He Desires to Assign
Stock Options Evidenced by the Within Stock Option Certificate)
FOR VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _____________________________ Stock Options, evidenced by the
within Stock Option Certificate and does hereby irrevocably constitute and
appoint ____________________________ Attorney to transfer the said Stock Options
evidenced by the within Stock Option Certificate on the books of the Company,
with full power of substitution.
Dated: ___________ Signature ___________________________________
Signature Guaranteed: _____________________________________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Stock Option Certificate in every particular,
without alteration or enlargement or any change whatsoever.
FORM OF ELECTION TO PURCHASE
(To be Executed by the Holder if He Desires to Exercise Stock Options
Evidenced by the Within Stock Option Certificate)
To: DEERBROOK PUBLISHING GROUP, INC.
The undersigned hereby irrevocably elects to exercise _____________________
Stock Options, evidenced by the within Stock Option Certificate for, and to
purchase thereunder, ______________________ full shares of Common Stock issuable
upon exercise of said Stock Options and delivery of $______________ and any
applicable taxes.
The undersigned requests that certificates for such shares be issued in the
name of;
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(Please print name and address)
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFICATION NUMBER ________________________________
If said number of Stock Options shall not be all the Stock Options evidenced by
the within Stock Option Certificate, the undersigned requests that a new Stock
Option Certificate evidencing the Stock Options not so exercised be issued in
the name of and delivered to:
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Dated: ___________ Signature ___________________________________
Signature Guaranteed: _____________________________________________
NOTICE: The above signature must correspond with the name as written upon the
face of the within Stock Option Certificate in every particular,
without alteration or enlargement or any change whatsoever, of if
signed by any other person the Form of Assignment hereon must be duly
executed and if the certificate representing the shares or any Stock
Option Certificate representing Stock Options not exercised is to be
registered in the name other than that in which the within Stock
Option Certificate is registered, the signature of the holder hereof
must be guaranteed.
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
