Convenience TV Inc.: Exhibit 10.1  - Filed by newsfilecorp.com






OPTION AGREEMENT

THIS Option Agreement (this “Agreement”) dated
_____________________ , is made by and between Convenience TV Inc. (the
“Company”), and  _______________________, the undersigned optionee (the
“Optionee”), of _____________________________ , ______________,
____________________________.

The purpose of this AGREEMENT is to set forth the terms whereby
the Optionee will hold an option to acquire _______________ shares of its common
stock (the “Shares”) from the Company.

The following numbered paragraphs reflect the entire
understanding of the arrangement between Optionee and Company.

	1. 	
      Terms and Conditions of
Option



In consideration for certain consulting services rendered to
the Company by Optionee, the Company hereby grants to the Optionee the option
(the “Option”) to purchase, subject to the terms and conditions of this
Agreement, the Shares, at an exercise price of $__________ per Share (the
“Option Price”).

The term (the “Option Term”) of the Option shall commence on
the date of this Agreement and shall expire on the __________ anniversary of the
date of this Agreement (the “Expiration Date”). The Option shall vest
immediately.

	2. 	
      Terms of Settlement



On or before the Expiration Date, the Option may be exercised,
from time to time, in whole or in part (but for the purchase of whole shares
only), by delivery of a written notice (the “Notice”) from the Optionee to the
Company, which Notice shall:

	 	(a) 	
      state that the Optionee elects to exercise the
    Option;

	 	 	 
	 	(b) 	
      state the number of shares with respect to which the
      Option is being exercised (the “Optioned Shares”);

	 	 	 
	 	(c) 	
      state the date upon which the Optionee desires to
      consummate the purchase of the Optioned Shares (which date must be prior
      to the termination of such Option and no later than 30 days from the
      delivery of such Notice); and



Payment of the Option Price for the Optioned Shares shall be
made by delivery of cash, money order or a certified check to the order of the
Company in an amount equal to the Option Price.




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Notice must be delivered by mail to: 

Convenience TV Inc. 
248 Main Street 
Venice, CA
90291

Attention: Chief Financial Officer and Treasurer.

or to such other address or facsimile transmission number as
the Company may designate as its executive office by public notice or by written
notice to the Optionee. 

Restricted Status of the Shares; Subsequent
Dispositions

The Optionee hereby confirms its understanding that the Shares
to be delivered to the Optionee will be “restricted securities” as that term is
defined in Rule 144 under the under the Securities Act of 1933, as amended (the
“Securities Act”), and agrees that such Shares shall bear a restrictive legend
indicating that they have not been registered under the Securities Act. The
Optionee hereby agrees that it shall not make any subsequent offer, sale,
transfer, or pledge of Shares unless such disposition is pursuant to
registration under the Securities Act and any applicable securities laws of any
state or pursuant to an exemption therefrom.

	3. 	
      Representations and Warranties of
  Company



Company represents and warrants
that:

	 	(a) 	
      immediately prior to and at the exercise of the Option,
      the Company shall be the legal and beneficial owner of the Shares and the
      Company shall transfer to the Optionee the Shares free and clear of all
      liens, restrictions, covenants or adverse claims of any kind or
      character;

	 	 	 
	 	(b) 	
      the Company has the legal power and authority to execute
      and deliver this Agreement and all other documents required to be executed
      and delivered by the Company hereunder and to consummate the transactions
      contemplated hereby;

	 	 	 
	 	(c) 	
      there are no investigations, actions, suits or
      proceedings, administrative or otherwise, threatened or pending to the
      knowledge of the Company that affect each Company’s rights to their
      respective Shares or the sale of their respective Shares;

	 	 	 
	 	(d) 	
      the warranties and representations of the Company and the
      provisions hereof shall survive the date hereof, and the consummation of
      the transactions contemplated herein;







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	 	(e) 	
      the Company shall indemnify, defend and hold harmless
      Optionee from and against all liabilities incurred by Optionee, directly
      or indirectly, including without limitation, all reasonable attorney’s
      fees and court costs, arising out of or in connection with the purchase of
      the Company’s Shares set forth in this Agreement, except where fraud,
      intent to defraud or default of payment evolves on the part of Optionee;
      and

	 	 	 
	 	(f) 	
      such Company is not insolvent, is not in receivership,
      nor is any application for receivership pending; no proceedings are
      pending by or against it in bankruptcy or reorganization in any State or
      Federal court, nor has it committed any act of
  bankruptcy.




	4. 	
      Optionee’s Representations



The Optionee hereby represents, warrants and covenants to the
Company the following:

     4.01 Transfer
Restrictions. Purchasers (and/or assigns) agree that the shares underlying
the Option being acquired pursuant to this Agreement may be sold, pledged,
assigned, hypothecated or otherwise transferred, with or without consideration
(“Transfer”) only pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from
registration under the Act.

     4.02 Investment Intent.
The Optionee is acquiring the Option for its own account for investment, and not
with a view toward distribution thereof.

     4.03 No Advertisement. The
Optionee acknowledges that the Options have been offered to them in direct
communication between them and the Company, and not through any advertisement of
any kind. 

     4.04 Knowledge and
Experience. The Optionee acknowledges that they have been encouraged to seek
their own legal and financial counsel to assist them in evaluating this
purchase. The Optionee acknowledges that the Company has given them and all of
their counselors’ access to all information relating to the Company’s business
that they or any one of them have requested. The Optionee acknowledges that it
has sufficient business and financial experience, and knowledge concerning the
affairs and conditions of the Company so that they can make a reasoned decision
as to this purchase of the Option and are capable of evaluating the merits and
risks of this purchase. 

     4.05 Accredited Investor. The
Optionee is either:

	 	(a) 	
      an “Accredited Investor” as defined in Regulation D of
      the Act; or

	 	 	 
	 	(b) 	
      a close personal friend of a director or executive
      officer of the Company and has known the director or executive officer for
      a sufficient period of time to be in a position to assess the capabilities
      and trustworthiness of the said person; or a close business associate of
      the Company and has had sufficient prior business dealings with the
      director or executive officer to be in a position to assess
  the capabilities and trustworthiness of
the said person; and either alone or with the Optionee’s professional advisers
who are unaffiliated with, have no equity interest in and are not compensated by
the Company or any affiliate or selling agent of Sellers, directly or
indirectly, has sufficient knowledge and experience in financial and business
matters that the Otionee is capable of evaluating the merits and risks of an
investment in the Option offered by the Company and of making an informed
investment decision with respect thereto and has the capacity to protect the
Optionee’s own interests in connection with the Optionee’s proposed investment
in the Option.  








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	5. 	
      Entire Agreement



This Agreement sets forth the entire understanding and
agreement between the parties with reference to the subject matter hereof, and
there are no other agreements, inducements, understandings, restrictions,
warranties or other representations verbal or otherwise between the parties
other than those set forth herein. 

	6. 	
      Legal Agreement



By the signatures of their appointed representatives appearing
below, the Optionee and Company will have duly executed and delivered this
agreement, constituting a legal, valid and binding agreement enforceable under
the laws of the State of California in accordance with its terms.

	7. 	
      Further Acts



Each party to this Agreement agrees to perform any further acts
and execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Agreement.

	8. 	
      Survival



This Agreement shall be binding on, and shall inure to the
benefit of, the parties and their respective heirs, legal representatives,
successors and assigns.

	9. 	
      Notice



All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing, and shall be
deemed to have been duly given (1) on the date of delivery, if delivered
personally, or sent by facsimile by 3:00 p.m. local time at the place of
delivery on such date, followed by an original delivered by first class mail,
registered or certified, return receipt requested, postage prepaid, to the party
to whom notice is to be given, (2) within 72 hours after mailing, if mailed to
the party to whom notice is to be given, by first class mail, registered or
certified mail, return receipt requested, postage prepaid, or (3) on the
following day if sent by a nationally recognized overnight delivery services, in
each case, properly addressed to the party at his address set forth on the signature page of this Agreement or any other address that any
party may designate by written notice to the others.




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	10. 	
      Assignment and Termination



No party may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of the
other party.

	11. 	
      Counterparts



This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

CONVENIENCE TV INC.

	Per: 		 
	 	Authorized Signatory 	 



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