ex103.htm


    Exhibit
      10.3

     

     

    SOLOGIC
      INC.

    STOCK
      OPTION AGREEMENT

    


    THIS
      STOCK OPTION AGREEMENT (the "Agreement”) is made and entered into by and between
      Sologic, Inc., a Delaware corporation (the “Company”), and Carl L. Smith, III,
      an individual of the full age of majority and a resident of the state of Florida
      ("Smith” ), who is
      the
      President and CEO of Sparx, Inc., a Florida corporation (“Sparx"), to be
      effective as of December 20, 2005 (the "Effective Date). This Agreement is
      intended to constitute an individual grant of stock options and is not made
      under any employee benefit plan or other plan of the Company. 

     

    1.
      Grant. As of the Effective Date,
      the Board of Directors of the Company (the "Board"), or a committee of the
      Board, has granted to Smith a stock option to purchase 500,000,000 shares (the
      “Shares” )
      of $.001 par value common stock issued by the Company (the “Common Stock”) at a
      price of $.10 per share (the “Exercise Price"). The parties hereto acknowledge
      that this option is granted to Smith. 

    


    2.
      Time of Exercise. Except as
      expressly provided herein, this option shall vest immediately and be exercisable
      by Smith at any time on or after December 20, 2005 (the “Vesting Date”). This
      option may be exercised from time to time, at the sale discretion of Smith
      and
      shall not expire or terminate until it has been exercised in full. 

    


    3.
      Method of Exercise. This option
      shall be exercised, in whole or in part, by the delivery to the Company of
      written notice of such exercise, in the form attached hereto as Exhibit A,
      accompanied by full payment of the Exercise Price and any amounts required
      to be
      withheld pursuant to applicable income or employment tax laws in connection
      with
      such exercise with respect to that portion of this option being exercised.
      The
      value of the Shares for purposes of calculating any taxes due shall be the
      Fair
      Market Value of such Shares on the date of exercise. The date of proper delivery
      to the Company of such notice shall be the date of exercise of this option.
      Unless and until the Company notifies Smith to the contrary the form attached
      to
      this Agreement as Exhibit A shall be used to exercise this option. 

    


    Upon
      the
      exercise of this option in whole or in part, Smith may pay the Exercise Price
      in
      cash, by delivering duly endorsed certificates representing Common Stock having
      a Fair Market Value on the date of exercise equal to that portion of the
      Exercise Price being paid by delivery of such Common Stock, or through a
      combination of cash and Common Stock.

    


    Delivery
      of certificates representing the purchased Shares of Common Stock shall be
      made
      by the Company reasonably promptly after receipt by the Company of notice and
      all amounts described above required to be submitted to the Company upon the
      exercise of this option; provided, however that the Company’s
      obligation to deliver certificates may be postponed, in the sole discretion
      of
      the Board or a committee thereof, for any period necessary to list, register
      or
      otherwise qualify the purchased Shares under Federal securities laws or any
      applicable state securities law.

    


    The
      exercise, in whole or in part, of this option shall cause a reduction in the
      number of unexercised Shares for which this option can subsequently be exercised
      equal to the number of Shares with respect to which this option is
      exercised.

     

    4.
      Taxes. Smith shall be responsible
      for any and all taxes that may be due by him as a result of the exercise of
      this
      option or the disposition of the Shares acquired on the exercise of this option.
      Smith acknowledges that the Company has not provided tax advice to him or
      otherwise guaranteed the tax consequences of this option or the Shares.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      No Assignment. This option shall
      not be subject in any manner to sale, transfer, pledge, assignment or other
      encumbrance or disposition, whether by operation of law or otherwise and whether
      voluntarily or involuntarily, except by will or the laws of descent and
      distribution; provided, however that the obligations of the Company
      hereunder shall be binding upon any successor in interest by name change,
      merger, consolidation or reorganization that results in the Company's business
      being continued through another corporation or entity. 

    


    6.
      Rights as a
Shareholder. Smith
      shall have
      no rights as a shareholder of the Company with respect to any Shares subject
      to
      this option until and unless Smith shall have exercised this option with regard
      to such Shares. No adjustment shall be made for dividends or other rights for
      which the record date is prior to the exercise of this Option by Smith.


    


    7.
      Amendment and Modification. The
      terms and conditions set forth herein may be amended only by the written consent
      of each of the parties hereto. 

    


    8.
      Inurnment. This Agreement shall be
      binding upon and shall inure to the benefit of Smith and to the benefit of
      the
      Company, including respective heirs, executors, administrators, successors
      and
      assigns. 

    


    9.
      Governing Law. This Agreement is
      governed by the internal laws of the State of Florida, including the conflicts
      of law provisions thereof, in all respects, including matters of construction,
      validity and performance. 

    


    10.
      Investment Intent; Status as Accredited
      Investor. Smith is acquiring this option and the
      underlying Common Stock for his own account and not with a view to a
      distribution of this option or the Common Stock issuable upon the exercise
      of
      this option within the meaning of Section 2(11) of the Securities Act of 19331
      as amended (the "Securities Act” Smith is the CEO of the Company, is intimately
      familiar with the business and operations of the Company, and is an :accredited
      investor" as defined in Regulation D under the Securities Act. 

    


    11.
      Additional Requirements. Smith
      acknowledges that the Common Stock acquired pursuant to the exercise of this
      option may bear such legends as the Company deems appropriate to comply with
      applicable Federal or state securities laws. In connection therewith and prior
      to the issuance of such Shares, Smith may be required, and hereby agrees, to
      deliver to the Company such other documents as may be reasonably requested
      by
      the Company to ensure compliance with applicable Federal or state securities
      laws. 

    


    12.
      Registration. Smith acknowledges
      and agrees that the Company is under no obligation to file or maintain a
      registration statement under the Securities Act relating to the shares
      underlying this option or the resale of those shares by Smith. 

     

    13.
      Restricted Securities. The Common
      Stock to be acquired by Smith upon the exercise of this option is a "restricted
      security” under Rule 144 of the Securities Act. The Common Stock to be acquired
      by Smith upon the exercise of this option has not been registered under the
      Securities Act and may only be sold or disposed of pursuant to the filing of
      a
      registration statement or pursuant to a valid exemption from such registration
      and shall bear a legend to that effect. The Company has no obligation to file
      a
      registration statement with respect to such Shares. 

    


    14.
      Interpretation and
      Administration. Smith agrees that the terms and
      conditions of this Agreement shall be construed by the Board or a committee
      of
      the Board, and that any determination of the Board or such committee shall
      be
      conclusive and binding on all parties claiming an interest in this option.
      

    


    15.
      not used. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    16.
      Definition of Fair Market
      Value. For purposes of this Agreement, “Fair Market
      Value” of
      a share as of a specified date means the average of the closing sale prices
      of a
      share of Common Stock reported on any national securities exchange on which
      the
      Common Stock is traded for the five trading days immediately preceding the
      exercise date. If the Common Stock is not listed on a national securities
      exchange at the time a determination of Fair Market Value is required to be
      made
      hereunder, its Fair Market Value shall be determined by the parties hereto
      in
      good faith. 

    


    17.
      No Fractional Shares. No fractional
      shares shall be issued upon the exercise of all or any portion of this option.
      

    


    18.
      Committee of the
      Board. Any determination, interpretation or other
      action required or permitted to be taken by the Board hereunder may be taken
      by
      a committee appointed by the Board for such purpose. 

    


    


    [END
      OF
      TEXT OF AGREEMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement
      to be effective as of the Effective Date set forth hereinabove.

    


    


    SOLOGIC,
      INC.

    


    By:
      ________________________________

    ;

    


    Its:
       ________________________________

    


    SMITH

    


    ___________________________________

    Carl
      L. Smith, III

    


    SPARX,
      INC.

    


    By:
      ________________________________

    


    Its:  ________________________________

    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    EXERCISE
      OF OPTION

    


    Secretary
      Sologic, Inc. 1358 Fruitville Road, Suite 209 Sarasota, FL 34236

    


    The
      undersigned Optionee under the Stock Option Agreement dated December 20, 2005
      between Sologic, Inc. and Carl L Smith, III (the "Agreement") hereby irrevocably
      elects to exercise the Stock Option granted in the Agreement to
      purchase  ____________________ shares of Common stock of Sologic,
      Inc.) $.001 par value ("Shares"), and herewith makes payment of $
      ____________________ in exchange for the Shares.

    


    Dated:
      ________________________       ___________________________________

    (Signature
      of Optionee)

    


    Date
      Received by Sologic,
      Inc.: ____________________________________________________

    


    


    Received
      by:
      __________________________________________________________________

    


    [Note:
      Shares being delivered in payment of all or any part of the exercise price
      must
      be represented by certificates registered in the name of Smith or his designee
      and duly endorsed by the registered owner(s) thereof.]

    


    


    Name*
      (Please Print):  
 __________________________________________________

    


    Home
      Address:  _______________________________________________________

     

     _______________________________________________________

     

    Social
      Security No.: _____________________________________________________

    *As
      stock
      should be registered