exh4-1_stkopt.htm


     

    
      

      

    

     

     

     

     

     

     

    EXHIBIT 4.1

     

    STOCK OPTION AGREEMENT BETWEEN

    V2K INTERNATIONAL, INC. AND AMERIVON HOLDINGS
LLC

    DATED JUNE 6, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STOCK
OPTION AGREEMENT

    


    


    THIS AGREEMENT is made by and
between Amerivon Holdings LLC, a Nevada limited liability company (the
"Optionee") and V2K International, Inc., a Colorado corporation (the "Company"),
as of June 6, 2008.

    


    In
consideration of the mutual covenants contained herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

    


    1.           Grant of
Option.  The Company hereby grants to the Optionee, in the
manner and subject to the conditions hereinafter provided, the right, privilege
and option to purchase (the "Option") an aggregate of 3,256,810 shares (the
"Stock") of the common stock (the “Common Stock”) of the Company, no par
value.  This Option is specifically conditioned on compliance with the
terms and conditions set forth herein.

    


    2.           Term of Option. Subject to the
terms, conditions, and restrictions set forth herein, the term of this Option
shall be five (5) years from the date of grant (the "Expiration
Date").  Any portion of this Option not exercised prior to the
Expiration Date shall thereupon become null and void.

    


    3.           Exercise
of Option.

    


    3.1.                      Vesting of
Option.  Only the “vested” portion of the Stock underlying this
Option may be purchased during the term of this Option.  Vesting shall
occur as set forth in Schedule 1 attached hereto.

    


    3.2.                      Manner of
Exercise.  Any vested portion of this Option may be exercised
from time to time, in whole or in part, by presentation of a Request to Exercise
Form, substantially in the form attached hereto, to the Company, which Form must
be duly executed by the Optionee and accompanied by the form of payment
indicated on the Form, subject to any legal restrictions, in the aggregate
amount of the Exercise Price (as defined below), multiplied by the number of
shares of Stock the Optionee is purchasing at such time.  The form of
payment may include cash or check payable to the Company or in the form of a
Cashless Exercise (as set forth in Section 3.4 hereof).

     

    Upon receipt and acceptance by the
Company of such Form accompanied by the payment specified, the Optionee shall be
deemed to be the record owner of the Stock purchased.  Upon such
receipt and acceptance, the Company shall immediately issue a stock certificate
for the number of shares of Stock exercised.

     

    3.3.                      Exercise Price.  The
exercise price (the "Exercise Price") payable upon exercise of this Option shall
be $0.30 per share of Stock.

     

    3.4           Cashless
Exercise.  The Optionee may elect to exercise any portion of
this Option by the cancellation of a portion of the remaining shares of this
Option and the Company shall cause the issuance to the Optionee the net number
of shares of Stock determined by application of the following
formula:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    X=Y(A-B)

             A

    Where:         
X= the number of shares of Stock to be issued;

    Y= the
total number of shares covered by the Option to be surrendered, including both
the number of shares being exercised and the number of shares being cancelled to
pay for the shares being exercised.;

    A = the
Fair Market Value (as defined below) of one (1) share of the Stock;
and

            B =
the Exercise Price

    


    For
purposes of this Section 3.4, the Fair Market Value of a share of Stock shall
mean the average closing price of the Common Stock quoted on any exchange on
which the Stock is listed, for the thirty (30) trading days prior to the date of
determination of the Fair Market Value.  If the Stock is not publicly
traded, the Fair Market Value shall be determined by the Company’s Board of
Directors.

    


    4.           Compliance with Securities
Laws.  Upon exercising all or any portion of this Option, the
Optionee may be required to furnish representations or undertakings deemed
appropriate by the Company  to enable the offer and sale of the shares
of Stock or subsequent transfers of any interest in such shares to comply with
applicable securities laws.  Evidence of ownership of shares of Stock
acquired upon exercise of Options shall bear any legend required by, or useful
for purposes of compliance with, applicable securities laws, and this
Option.

    


    6.           No Rights as
Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any shares of Stock covered by this
Option.  The Optionee shall have no right to vote any shares of Stock,
or to receive distributions of dividends or any assets or proceeds from the sale
of the Company’s assets upon liquidation until such Optionee has effectively
exercised this Option and fully paid for such shares of Stock.

    


    7.           Arbitration.  Any
controversy, dispute, or claim arising out of or relating to this Option which
cannot be amicably settled shall be settled by arbitration.  Said
arbitration shall be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association at a location selected by the
arbitrator(s).

     

    7.1           Initiation of
Arbitration.  After seven (7) days prior written notice to the
other, either party hereto may formally initiate arbitration under this
Agreement by filing a written request therefor, and paying the appropriate
filing fees, if any.

     

    7.2           Hearing and Determination
Dates.  The hearing before the arbitrator shall occur within
thirty (30) days from the date the matter is submitted to
arbitration.  Further, a determination by the arbitrator shall be made
within forty-five (45) days from the date the matter is submitted to
arbitration.  Thereafter, the arbitrator shall have fifteen (15) days
to provide the parties with his or her decision in writing.  However,
any failure to meet the deadlines in this section will not affect the validity
of any decision or award.

     

    
      
        
        

      

      
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    7.3           Binding Nature of
Decision.  The decision of the arbitrator shall be binding on
the parties.  Judgment thereon shall be entered in a court of
competent jurisdiction.

     

    7.4           Injunctive
Actions.  Nothing herein contained shall bar the right of
either party to seek to obtain injunctive relief or other provisional remedies
against threatened or actual conduct that will cause loss or damages under the
usual equity rules including the applicable rules for obtaining preliminary
injunctions and other provisional remedies.

     

    7.5           Costs.  The cost of
arbitration, including the fees of the arbitrator, shall initially be borne
equally by the parties; provided, the prevailing party shall be entitled to
recover such costs, in addition to attorneys' fees and other costs, in
accordance with Section 10 of this Agreement.

     

    8.           Notices.  All
notices to be given by either party to the other shall be in writing and may be
transmitted by personal delivery, facsimile transmission, overnight courier or
mail, registered or certified, postage prepaid with return receipt requested;
provided, however, that notices
of change of address or facsimile number shall be effective only upon actual
receipt by the other party.  Notices shall be delivered at the
following addresses, unless changed as provided for herein.

    


    To the
Optionee:                               Amerivon
Holdings LLC

    4520 E. Thousand Oaks Blvd, Suite
100

    Westlake Village, California
91362

    e-mail: info@amerivon.com

    fax: 805-435-1703

    


    To the
Company:                               V2K
International, Inc.

    13949 W.
Colfax Ave Su 250

    Lakewood,
CO 80401

    e-mail:
vyosha@v2k.com

    fax:
303-202-5201

    


    9.           Applicable
Law.  This Option and the relationship of the parties in
connection with its subject matter shall be governed by, and construed under,
the laws of the State of Colorado.

    


    10.           Attorneys Fees.  In
the event of any litigation, arbitration, or other proceeding arising out of
this Option, the prevailing party shall be entitled to an award of costs,
including an award of reasonable attorneys' fees.  Any judgment,
order, or award entered in any such proceeding shall designate a specific sum as
such an award of attorney's fees and costs incurred.  This attorneys'
fee provision is intended to be severable from the other provisions of this
Agreement, shall survive any judgment or order entered in any proceeding and
shall not be deemed merged into any such judgment or order, so that such further
fees and costs as may be incurred in the enforcement of an award or judgment or
in defending it on appeal shall likewise be recoverable by further order of a
court or panel or in a separate action as may be appropriate.

    


    11.           Binding
Effect.  This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, executors, and
successors.

    


    
      
        
        

      

      
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    12.           Counterparts.  This
Option Agreement may be executed in one or more counterparts, each of which when
taken together shall constitute one and the same instrument.

    


    13.           Tax Effect.  The
federal tax consequences of stock options are complex and subject to
change.  Each person should consult with his or her tax advisor before
exercising any Option or disposing of any Shares acquired upon the exercise of
an Option.

    


    IN
WITNESS WHEREOF, this Option Agreement has been executed as of the dated first
written above.

    


    


    V2K
International, Inc.

    


    


       
/s/ Victor J.
Yosha                                         


    By:       Victor
J. Yosha

    Title:    Chief
Executive Officer

    


    


    


    THE
OPTIONEE:                                                                         Amerivon
Holdings LLC

     

                                                                                                                /s/ Tod M.
Turley                                            


                                                                                                             
By           Tod M.
Turley

    Title:       Chief
Executive Officer

    



    
      
        
           

           

        

         


      

      
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    REQUEST
TO EXERCISE FORM

    


    


    


                                                   
Dated:______________

    


    


    


    The
undersigned hereby irrevocably elects to exercise all or part, as specified
below, of the  option ("Option") granted to him or her pursuant to a
certain stock option agreement ("Agreement") effective June __, 2008 between the
undersigned and _______________ (the "Company") to purchase an aggregate of
_______ shares of  the Company’s common stock, no par value (the
"Stock").

    


    The
undersigned hereby (check the box):

    


    
      	
              ____

            	
              Tenders
      cash in the amount of $0.30 per share multiplied by ____________, the
      number of shares of Stock he is purchasing at this time, for a total of
      $_____________.

            


    

    


    
      	
              ____

            	
              Cancels
      __________ shares of Stock for the purchase of __________ shares of
      Stock.

            


    

    


    INSTRUCTIONS
FOR REGISTRATION OF SHARES

    IN
COMPANY'S TRANSFER BOOKS

    


    


    Name:                   __________________________________________

    (Please
type or print in block letters)

    


    Address:               __________________________________________

    


    __________________________________________

    


    Signature:             __________________________________________

    


    


    Accepted
by ______________________________

    


    By:         ____________________________

    


    ____________________________

    Name

    


    ____________________________

    Title


    
      
        
           

           

        

         


      

      
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     Schedule
1

    


    Vesting

    


    The
Option shall vest in the amount and based on achievement of the following
events:

    


    
      	
              Benchmark
      #1 – 33.3% vested

            	
              YE
      annual sales > $20.0 million

            
	
              Benchmark
      #2 – 66.6% vested

            	
              YE
      annual sales > $30.0 million

            
	
              Benchmark
      #3 – 100.0% vested

            	
              YE
      annual sales > $40.0 million

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    “Annual
sales” means the Total Revenues shown on the audited Consolidated Statements of
Operations of V2K International, Inc. for a fiscal year completed during the
term of the Services Agreement between Amerivon Holdings LLC and V2K
International, Inc. dated June 6, 2008.

    


    


    


     

     

     

     

     

     

     

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