Unassociated Document


    EXHIBIT
      10.3

    
 

    THIS
      OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION
      HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
      SECURITIES LAWS. THIS OPTION AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
      THIS
      OPTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS OPTION UNDER SAID ACT AND
      ANY
      APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO CANCABLE HOLDING CORP. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


     

    Right
      to
      Purchase up to 49 Shares of Common Stock of Cancable Holding Corp. (subject
      to
      adjustment as provided herein)

     

    OPTION

     

    
      	
              No.
                _________________

            	
              Issue
                Date: December 31, 2005

            
	 	 


    

    Cancable
      Holding Corp. a corporation organized under the laws of the State of Delaware
      (“Company”),
      hereby certifies that, for value received, LAURUS MASTER FUND, LTD. or assigns
      (the “Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      (as
      defined herein) from and after the date of this Option and at any time or from
      time to time, up to 49 fully paid and nonassessable shares of Common Stock
      (as
      hereinafter defined), $0.01 par
      value
      per share, at the applicable Exercise Price per share (as defined below). The
      number and character of such shares of Common Stock and the applicable Exercise
      Price per share are subject to adjustment as provided herein.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)  The
      term
“Affiliate”
means
      any person that directly, or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with the person
      specified. For purposes of this definition, control of a person means the
      ownership, directly or indirectly, of more than 50% of the voting or equity
      securities or other interests of any such person.

     

    (b)  The
      term
“Company”
shall
      include Cancable Holding Corp. and any corporation which shall succeed, or
      assume the obligations of, Cancable Holding Corp. hereunder.

     

    (c)  The
      term
“Common
      Stock”
      includes (i) the Company’s Common Stock, par value $0.01 per share; and (ii) any
      other securities into which or for which any of the securities described in
      (a)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  The “Exchange
      Act”
shall
      mean the Securities
      Exchange Act (1934)

     

    (e)  The
      “Exercise
      Price”
      applicable under this Option shall be a price of $0.01.

     

    (f)  The
      term
“Other
      Securities”
refers
      to any stock (other than Common Stock) and other securities of the Company
      or
      any other person (corporate or otherwise) which the holder of the Option at
      any
      time shall be entitled to receive, or shall have received, on the exercise
      of
      the Option, in lieu of or in addition to Common Stock, or which at any time
      shall be issuable or shall have been issued in exchange for or in replacement
      of
      Common Stock or Other Securities pursuant to Section 4
      or
      otherwise.

     

    (g)  The
      term
“Purchase
      Agreement”
refers
      to that certain Securities Purchase Agreement dated as of the date hereof among
      the Holder, Cancable Inc. and the Company.

     

    1.  Exercise
      of Option.

     

    1.1  Number
      of Shares Issuable upon Exercise.
      From
      and after the date hereof, the Holder shall be entitled to receive, upon
      exercise of this Option in whole or in part, by delivery of an original or
      fax
      copy of an exercise notice in the form attached hereto as Exhibit A (the
“Exercise
      Notice”),
      shares of Common Stock of the Company, subject to adjustment pursuant to Section
      4.
      

     

    1.2  Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Option, upon the request of
      the
      holder hereof acknowledge in writing its continuing obligation to afford to
      such
      holder any rights to which such holder shall continue to be entitled after
      such
      exercise in accordance with the provisions of the Option. If the holder shall
      fail to make any such request, such failure shall not affect the continuing
      obligation of the Company to afford to such holder any such rights.

     

    1.3  Trustee
      for Option Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      holders of the Option pursuant to Subsection 3.2,
      such
      bank or trust company shall have all the powers and duties of an option agent
      (as hereinafter described) and shall accept, in its own name for the account
      of
      the Company or such successor person as may be entitled thereto, all amounts
      otherwise payable to the Company or such successor, as the case may be, on
      exercise of this Option pursuant to this Section 1.

     

    2.  Procedure
      for Exercise.

     

    2.1  Delivery
      of Stock Certificates, Etc., on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Option shall be deemed to be issued to the Holder as the record owner of such
      shares as of the close of business on the date on which this Option shall have
      been surrendered and payment made for such shares in accordance herewith. As
      soon as practicable after the exercise of this Option in full or in part, and
      in
      any event within three (3) business days thereafter, the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder, or as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and nonassessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, together with any other stock or other securities and property
      (including cash, where applicable) to which such Holder is entitled upon such
      exercise pursuant to Section 1
      or
      otherwise.

     

    
      
        
        

      

      
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    2.2  Exercise.
      Payment
      shall be made in cash or by certified or official bank check payable to the
      order of the Company equal to the applicable aggregate Exercise Price for the
      number of Common Shares specified in such Exercise Notice (as such exercise
      number shall be adjusted to reflect any adjustment in the total number of shares
      of Common Stock issuable to the Holder per the terms of this Option) and the
      Holder shall thereupon be entitled to receive the number of duly authorized,
      validly issued, fully-paid and non-assessable shares of Common Stock (or Other
      Securities) determined as provided herein.

     

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1  Reorganization,
      Consolidation, Merger, Etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Option, on the exercise hereof as provided in Section 1
      at any
      time after the consummation of such reorganization, consolidation or merger
      or
      the effective date of such dissolution, as the case may be, shall receive,
      in
      lieu of the Common Stock (or Other Securities) issuable on such exercise prior
      to such consummation or such effective date, the stock and other securities
      and
      property (including cash) to which such Holder would have been entitled upon
      such consummation or in connection with such dissolution, as the case may be,
      if
      such Holder had so exercised this Option, immediately prior thereto, all subject
      to further adjustment thereafter as provided in Section 4.

     

    3.2  Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder of
      the
      Option pursuant to Section 3.1,
      or, if
      the Holder shall so instruct the Company, to a bank or trust company specified
      by the Holder and having its principal office in New York, NY as trustee for
      the
      Holder of the Option (the “Trustee”).

     

    3.3  Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3,
      this
      Option shall continue in full force and effect and the terms hereof shall be
      applicable to the shares of stock and other securities and property receivable
      on the exercise of this Option after the consummation of such reorganization,
      consolidation or merger or the effective date of dissolution following any
      such
      transfer, as the case may be, and shall be binding upon the issuer of any such
      stock or other securities, including, in the case of any such transfer, the
      person acquiring all or substantially all of the properties or assets of the
      Company, whether or not such person shall have expressly assumed the terms
      of
      this Option as provided in Section 4.
      In the
      event this Option does not continue in full force and effect after the
      consummation of the transactions described in this Section 3,
      then
      the Company’s securities and property (including cash, where applicable)
      receivable by the Holders of the Option will be delivered to Holder or the
      Trustee as contemplated by Section 3.2.

     

    
      
        
        

      

      
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    4.  Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock, (b) subdivide
      its
      outstanding shares of Common Stock, or (c) combine its outstanding shares of
      the
      Common Stock into a smaller number of shares of the Common Stock, then, in
      each
      such event, the Exercise Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Exercise Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Exercise Price then in effect.
      The
      Exercise Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this Section
      4.
      The
      number of shares of Common Stock that the holder of this Option shall
      thereafter, on the exercise hereof as provided in Section 1,
      be
      entitled to receive shall be increased to a number determined by multiplying
      the
      number of shares of Common Stock that would otherwise (but for the provisions
      of
      this Section 4)
      be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Exercise Price that would otherwise (but for the provisions of this Section
      4)
      be in
      effect, and (b) the denominator is the Exercise Price in effect on the date
      of
      such exercise.

     

    5.  Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Option, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Option and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Exercise Price and the number of shares of Common Stock to be
      received upon exercise of this Option, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Option. The Company will forthwith mail a copy of each such certificate to
      the
      holder of this Option and any Option agent of the Company (appointed pursuant
      to
      Section 9
      hereof).

     

    6.  Reservation
      of Stock, Etc., Issuable on Exercise of Option.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Option, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the
      Option.

     

    7.  Assignment:
      Exchange of Option.
      Subject
      to compliance with applicable securities laws, this Option, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”),
      in
      whole or in part, at any time, to any person other than, upon and during
      the continuance of an event of default under any indebtedness owed by the
      Company or any of its Affiliates to the Holder or any of its Affiliates (after
      expiry of all applicable grace periods), a competitor of the Company or any
      of
      its Affiliates or a person or entity whom senior management of the Company
      determines, acting reasonably, to be adverse in interest to the Company or
      its
      business. On the surrender for exchange of this Option, with the Transferor’s
      endorsement in the form of Exhibit B attached hereto (the “Transferor
      Endorsement Form”)
      and
      together with evidence reasonably satisfactory to the Company demonstrating
      compliance with applicable securities laws, which shall include, without
      limitation, the provision of a legal opinion from the Transferor’s counsel (at
      the Company’s expense) that such transfer is exempt from the registration
      requirements of applicable securities laws, and with payment by the Transferor
      of any applicable transfer taxes) will issue and deliver to or on the order
      of
      the Transferor thereof a new Option of like tenor, in the name of the Transferor
      and/or the transferee(s) specified in such Transferor Endorsement Form (each
      a
“Transferee”),
      calling in the aggregate on the face or faces thereof for the number of shares
      of Common Stock called for on the face or faces of the Option so surrendered
      by
      the Transferor.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    8.  Replacement
      of Option.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Option and, in the case of any such loss,
      theft or destruction of this Option, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Option,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Option
      of like tenor.

     

    9.  Option
      Agent.
      The
      Company may, by written notice to each Holder of the Option, appoint an agent
      for the purpose of issuing Common Stock (or Other Securities) on the exercise
      of
      this Option pursuant to Section 1,
      exchanging this Option pursuant to Section 7,
      and
      replacing this Option pursuant to Section 8,
      or any
      of the foregoing, and thereafter any such issuance, exchange or replacement,
      as
      the case may be, shall be made at such office by such agent.

     

    10.  Transfer
      on the Company’s Books.
      Until
      this Option is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    11.  Notices,
      Etc.
      All
      notices and other communications from the Company to the Holder of this Option
      shall be mailed by first class registered or certified mail, postage prepaid,
      at
      such address as may have been furnished to the Company in writing by such Holder
      or, until any such Holder furnishes to the Company an address, then to, and
      at
      the address of, the last Holder of this Option who has so furnished an address
      to the Company.

     

    12.  Miscellaneous.
      This
      Option and any term hereof may be changed, waived, discharged or terminated
      only
      by an instrument in writing signed by the party against which enforcement of
      such change, waiver, discharge or termination is sought. This Option shall
      be
      governed by and construed in accordance with the laws of State of New York
      without regard to principles of conflicts of laws. Any action brought concerning
      the transactions contemplated by this Option shall be brought only in the state
      courts of New York or in the federal courts located in the state of New York;
      provided, however, that the Holder may choose to waive this provision and bring
      an action outside the state of New York. The individuals executing this Option
      on behalf of the Company agree to submit to the jurisdiction of such courts
      and
      waive trial by jury. The prevailing party shall be entitled to recover from
      the
      other party its reasonable attorney’s fees and costs. In the event that any
      provision of this Option is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law. Any such provision which may prove invalid
      or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of this Option. The headings in this Option are for purposes
      of reference only, and shall not limit or otherwise affect any of the terms
      hereof. The invalidity or unenforceability of any provision hereof shall in
      no
      way affect the validity or enforceability of any other provision hereof. The
      Company acknowledges that legal counsel participated in the preparation of
      this
      Option and, therefore, stipulates that the rule of construction that ambiguities
      are to be resolved against the drafting party shall not be applied in the
      interpretation of this Option to favor any party against the other
      party.

     

    
      [Balance
        of the page intentionally left blank; signature page
        follows.]

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has executed this Option as of the date first written
      above.

     

     

      	 	 	 
	WITNESS:	CANCABLE
              HOLDING CORP. (Delaware)
	 
 	 
 	 
 
	/s/
              Dominic Burns 	By:  	/s/ Sayan
              Navaratnam
	  
              

            	
              

            
	 	
              Name:  
                Sayan Navaratnam

              Title:    
                Chairman and CEO

            


    

    


     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    FORM
      OF SUBSCRIPTION

    (To
      Be
      Signed Only On Exercise Of Options)

     

    
      	TO:	
              Cancable
                Holding Corp.

            


    

     

    Attention: Chief
      Financial Officer

     

    The
      undersigned, pursuant to the provisions set forth in the attached Option (No.
      _____), hereby irrevocably elects to purchase _______ shares of the Common
      Stock
      covered by such Option.

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Option, which is $_________. Such
      payment takes the form of $_______ in lawful money of the United
      States.

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to _________________________________________ whose address
      is
      _________________________________________________________________________________________________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Option shall be made
      pursuant to registration of the Common Stock under the Securities
      Act
      of 1933,
      as amended (the “Securities
      Act”)
      or
      pursuant to an exemption from registration under the Securities
      Act.

     

    
      	
              Dated:_______________________
                

            	
              ________________________________________

            
	
            	
              (Signature
                must conform to name of holder as 

              specified
                on the face of the Option)

            
	 	 
	 	
              Address:
                ____________________________

            
	 	
              ____________________________

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

    (To
      Be
      Signed Only On Transfer Of Option)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees”
the
      right represented by the within Option to purchase the percentage and number
      of
      shares of Common Stock of Cancable, Inc. into which the within Option relates
      specified under the headings “Percentage
      Transferred”
and
      “Number
      Transferred”,
      respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Cancable,
      Inc.
      with full power of substitution in the premises.

     

    
      	
              Transferees

            	
              Address

            	
              Percentage

              Transferred

            	
              Number

              Transferred

            
	   
	   
	   
	   

	   
	    
	    
	   

	   
	   
	  
	   

	   
	   
	   
	   



    

    


     

    
      	
              Dated
                __________________________

            	
              ______________________________________

              (Signature
                must conform to name of holder

              as
                specified on the face of the Option)

            
	
            	
              Address:
                ______________________________

              ______________________________

               

            
	 	
              SIGNED
                IN THE PRESENCE OF:

              ______________________________________

              (Name)

            
	 	 


    

    ACCEPTED
      AND AGREED:

    [TRANSFEREE]

     

    ________________________________

    (Name)