EXHIBIT 10.8
OPTION AGREEMENT FOR
PURCHASE AND SALE
COMES NOW RDC International Inc., a Florida corporation, and its wholly
owned subsidiary Retrieval Dynamics Corporation, a Florida corporation, "Seller"
and Quantam Financial Management Company, a Florida corporation, "Buyer," and
the Seller have received certain consideration from the Buyer, which Seller
acknowledges as good and sufficient consideration, now therefore the parties
agree as follows:
(1) RDC International Inc., a Florida Corporation and its wholly owned
subsidiary Retrieval Dynamics Corporation, a Florida Corporation
hereby grant to Quantam, Financial Management Company, a Florida
corporation, an option to purchase 100,000 shares of the common stock
of RDC International Inc., a Florida corporation and its wholly owned
subsidiary Retrieval Dynamics Corporation, a Florida corporation, at
par (that is 0.001 dollars per share)
(2) Said option may be exercised, without further consideration, at the
discretion of Quantam Financial Management Company, a Florida
corporation, for a period of one (1) year.
RDC International Inc., a Florida corporation and its wholly owned
subsidiary Retrieval Dynamics Corporation, a Florida corporation, represent and
warrant that they are currently capable of listing said shares with NASDAQ,
having complied with all requirements for said listing other than the mechanics
of completing their 15c2-11.
In the event the shares of RDC International Inc., a Florida
corporation and its wholly owned subsidiary Retrieval Dynamics Corporation, a
Florida corporation, as to which this option is granted, are not trading on a
national exchange within 60 days of the date of this agreement, then and in such
event RDC International Inc., a Florida corporation and its wholly owned
subsidiary Retrieval Dynamics Corporation, a Florida corporation agree that if
registration of any of its shares is accomplished thereafter, the shares
references herein will be registered simultaneously so that they will be free
trading, either by piggyback registration or otherwise, and not restricted.
These representations and warranties by RDC International Inc., a Florida
corporation and its wholly owned subsidiary Retrieval Dynamics Corporation are
not subject to qualification by a underwriter or otherwise, nor subject to
lockup agreements, nor in any other way subject to future restrictions.
Likewise, RDC International Inc., a Florida corporation and its wholly owned
subsidiary Retrieval Dynamics Corporation, a Florida corporation agrees that
they will not dilute the shares as to which the option agreement refers by
further issuance or offering of its stock, i.e. if RDC International Inc., a
Florida corporation and its wholly owned subsidiary Retrieval Dynamics
Corporation, a Florida corporation do increase the common shares outstanding it
will increase this option agreement pro- rata so that the interest of the option
holder, Quantam Financial Management Company, a Florida corporation, in RDC
International Inc., a Florida corporation and its wholly owned subsidiary
Retrieval Dynamics Corporation, a Florida corporation, is not diluted in any
manner.
<PAGE>
Signed Sealed and Delivered This ____ day of ________, 2000.
RDC International Inc., a Florida
corporation and its wholly owned subsidiary
Retrieval Dynamics Corporation, a Florida Corporation.
/s/ Peter Voghel
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Witness By: Peter Voghel
It's: President
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Witness
Quantam Financial Management Company,
A Florida corporation,
/s/ Richard Groener
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Witness By: Richard Groener, Vice President
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Witness
