coxdistributing_ex1005.htm


     

    
      Exhibit
10.5

      STOCK
OPTION AGREEMENT

      


      
        
          
            	
                    I.

                  	
                    HOLDER.

                  


          

        

      

       

      NAME:                                           FENG GAO

       

      ADDRESS:

      


      Cox
Distributing, Inc. (the “Company”) hereby
grants to FENG GAO (the “Holder”), an option to purchase 5,300,000 shares of the
unregistered Common Stock, $.001 par value per share of the Company (“Shares”)  at
an exercise price of $1.30 per Share (the “$1.30 Options”) and 2,000,000 Shares
at an exercise price of $5.00 per Share (the “$5.00 Options”) subject to the
terms and conditions of this Option Agreement, as follows (the “$1.30 Options”
and the “$5.00 Options” are collectively referred to herein as the “Option” and
the Shares issuable upon exercise of the Option is hereinafter referred to as
the “Option Shares”):

      


      DATE
OF
GRANT:                                                                                     June
27, 2008

      


      
        	
                II. 

              	
                AGREEMENT.

              


      

      


      1.           Grant of Option. The
$1.30 Options must be exercised prior to September 30, 2008 and the $5.00
Options must be exercised prior to June 30, 2010.

      


      2.           Exercise of Option.
This Option shall be immediately exercisable, in whole or in part, by the Holder
during its term as set forth herein.  In addition, the Company may,
upon at least five (5) days prior written notice, demand that the Holder of this
Option purchase all or part of the Shares subject to the $1.30 Option that have
not been exercised by the Holder at the exercise price for the $1.30 Options set
forth in this Option.

       

      3.           Method of Payment.
Payment of the aggregate exercise price for the Shares subject to the Option
shall be by cash.

      


      
        	
                4.

              	
                Disposition of Options
      or Shares.

              


      

       

      (a) The
Holder of this Option and/or any transferee hereof or of the Option Shares by
its acceptance hereof or thereof, hereby understands and agrees that neither
this Option nor the Option Shares have been registered under either the
Securities Act of 1933 or applicable state securities laws (the “State Acts”)
and shall not be sold, pledged, hypothecated, donated or otherwise transferred
(whether or not for consideration) except upon the issuance to the Company of a
favorable opinion of counsel or submission to the Company of such evidence as
may be reasonably satisfactory to counsel to the Company, in each such case, to
the effect that any such transfer shall not be in violation of the Securities
Act of 1933 and the State Acts. It shall be a condition to the transfer of this
Option that any transferee hereof deliver to the Company its written agreement
to accept and be bound by all of the representations, terms and conditions of
this Option. This Option shall not be assignable except upon the express written
consent of the Company.

       

      
        
           

        

        
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      (b) The
stock certificates of the Company that will evidence the Option Shares may be
imprinted with a conspicuous legend in substantially the following
form:

       

      “The
securities represented by this certificate have not been registered under either
the Securities Act of 1933 or applicable state securities laws and shall not be
sold, pledged, hypothecated, donated or otherwise transferred (whether or not
for consideration) by the holder except upon the issuance to the Company of a
favorable opinion of its counsel or submission to the Company of such other
evidence as may be reasonably satisfactory to counsel to the Company, in each
such case, to the effect that any such transfer shall not be in violation of the
Securities Act of 1933 and applicable state securities laws.”

       

      The
Company has not agreed to register any of the Option Shares for distribution in
accordance with the provisions of the Securities Act of 1933 or the State Acts.
Except as otherwise set forth herein, the Company has not agreed to comply with
any exemption from registration under the Securities Act of 1933 or the State
Acts for the resale of such Shares. Hence, it is the understanding of the Holder
that by virtue of the provisions of certain rules respecting “restricted
securities” promulgated by the U.S. Securities and Exchange Commission, all or
part of the Option Shares may be required to be held indefinitely, unless and
until registered under the Securities Act of 1933 and the State Acts, or unless
an exemption from such registration is available (in which case the Holder may
still be limited as to the number of such Shares that may be sold).

       

      5.           Term of
Option.

      


      This
Option may be exercised only within the term set forth on the first page of this
Option Agreement, and may be exercised during such term only in accordance with
the terms of this Option.

      


      6.           Notices. Any notice
under this Agreement shall be in writing and shall be deemed to have been duly
given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the
Company’s address listed herein, and, in the case of the Holder, to the Holder’s
last permanent address as shown on the Company’s records, subject to the right
of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section.

      


      7.           No Rights of
Stockholders. Neither the Holder nor any personal representative (or
beneficiary) shall be, or shall have any of the rights and privileges of, a
stockholder of the Company with respect to any of the Option Shares, in whole or
in part, prior to the date of exercise of the Option.

      


      
        
           

        

        
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      8.           Entire Agreement; Governing
Law. This Option Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Holder with
respect to the subject matter hereof, and may not be modified adversely to the
Holder's interest except by means of a writing signed by the Company and Holder.
This Agreement is governed by the internal substantive laws of the state of New
York.

      


      
        	
                HOLDER:

              	
                COX
      DISTRIBUTING, INC.

              
	 	 
	
                /s/
      Feng Gao

                FENG
      GAO

                25
      Mcaker Ct, 110

                San
      Mateo, CA 94403

              	      
                By:
      /s/
      Stephen E. Cox

                Name:
      Stephen E. Cox

                Title:
      Chief Executive Officer

                 

                Address
      for notices:

                c/o
      Richard Anslow, Esq.

                Anslow
      & Jaclin, LLP

                195
      Route 9 South, Suite 204

                Manalapan,
      New Jersey 07726

              


      

      


      
        

      
        
           

        

        
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      EXHIBIT B TO STOCK OPTION
AGREEMENT

      EXERCISE
NOTICE

      


      COX
DISTRIBUTING, INC.

      


      1.           Exercise of Option.
Effective as of ___________, ____, the undersigned ("Holder") hereby
elects to exercise Holder's option to purchase ________ shares of the Common
Stock, $.001 par value per share (the "Shares") pursuant to
the (select one) __ $1.30 Options; or ___ $5.00 Options) of Cox Distributing,
Inc. (the "Company") under and
pursuant to the Stock Option Agreement dated June 27, 2008 (the "Option
Agreement").

      


      2.           Delivery of Payment.
Purchaser herewith delivers to the Company the full purchase price of the
Shares, as set forth in the Option Agreement.

      


      3.           Governing Law. This
Exercise Notice is governed by the internal substantive laws of the state of New
York.

      


      Submitted
by:                                                                

       

      


      
        HOLDER

      

      


      ________________________________

      Signature

      


      ________________________________

      Print
Name

       

       

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