Filed by Automated Filing Services Inc. (604) 609-0244 - IAS Energy, Inc. - Exhibit 10.1






OPTION AGREEMENT

THIS AGREEMENT is made this 26th day of November 2007

AMONGST: 

SAMUEL KAM, Businessman, having an address at
Suite E – 1923, Harbourfront Horizon, 8 Hung Luen Road, Hung Hom Bay, Kowloon,
Hong Kong and BIOTONUS CLINIQUE BON PORT (HONG KONG)
LIMITED, a company duly incorporated under the laws of Hong Kong and
having its registered office at 22nd Floor, China Online Centre, 333
Lockhart Road, Wanchai, Hong Kong

(hereinafter collectively called the “Vendors”) 

OF THE FIRST PART 

AND: 

POWER TELECOM LIMITED, a company duly
incorporated under the laws of Hong Kong and having its registered office at
22nd Floor, China Online Centre, 333 Lockhart Road, Wanchai, Hong
Kong 

(hereinafter called “Power”) 

OF THE SECOND PART

AND: 

IAS ENERGY, INC., a corporation duly incorporated
under the laws of the State of Oregon, having an office at Suite #240 – 11780
Hammersmith Way, Richmond, British Columbia, V7A 5E9, Canada 

(hereinafter called “IAS”) 

OF THE THIRD PART

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WHEREAS:

	 	A. 	
      The Vendors own 100% of the issued and outstanding shares
      of Power and no other person, firm or corporation has an interest in the
      ownership of Power nor a right capable of becoming an interest in the
      ownership of Power;

	 	 	 
	 	B. 	
      Power operates and owns 100% of the legal and beneficial
      interest in the website, www.video1314.com
      (“Video 1314”) and no other person, firm or corporation has an
      interest in the ownership of Video 1314 nor a right capable of becoming an
      interest in the ownership of Video 1314;

	 	 	 
	 	C. 	
      IAS has made a capital contribution to Power in the
      amount of $50,000 on the 23rd day of October, 2007, pursuant to
      the Letter of Intent signed in connection with this Agreement;

	 	 	 
	 	D. 	
      The Vendors and Power have provided certain information,
      including Pro Forma Financial Statements for Video 1314 for the period
      March 2007 to December 2010 and the Business Plan for Video 1314 dated the
      14th day of November 2007; and

	 	 	 
	 	E. 	
      The Vendors wish to grant to IAS a series of irrevocable
      exclusive options to purchase up to 100% of the shares of Power, on the
      terms and conditions set forth in this Agreement.



NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is hereby agreed between the parties as
follows: 

	1. 	
      In this Agreement:

		a. 	
      “Biotonus” means Biotonus Clinique Bon Port (Hong Kong)
      Limited;

		b. 	
      “Kam” means Samuel Kam;



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	 	c. 	
      “Regulation S Legend” means wording placed on a stock
      certificate in the capital of IAS, issued pursuant to this Agreement, as
      follows:

	 	 	 
	 		
      “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “US PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.”




	2. 	
      The Vendors hereby grant to IAS the following series of
      irrevocable exclusive options to purchase up to 100% of the issued and
      outstanding shares of Power, as follows:

	 	 	 
		a. 	
      An option to purchase 20% of the issued and outstanding
      shares of Power, (such 20% comprising one share held by Kam and 1,999
      shares held by Biotonus), exercisable no later than 30 days after the
      execution of this Agreement. The consideration for this purchase shall be
      the issuance of 10 million restricted common shares of IAS stock to the
      Vendors (5,000 shares to Kam and 9,995,000 shares to Biotonus).
      Concurrently with the issue of these



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      shares, IAS shall pay US$50,000 to Power and, as a
      finder’s fee, issue to Ramon Mabanta 1 million restricted common shares of
      IAS stock;

	 	 	 
	 	b. 	
      An additional option to purchase a further 20% of the
      issued and outstanding shares of Power (such 20% comprising 2,000 shares
      held by Biotonus), exercisable within 60 days of the shares being issued
      pursuant to paragraph (a). The consideration for this purchase shall be
      the issuance of 10 million restricted common shares of IAS stock to
      Biotonus. Concurrently with the issue of these shares, IAS shall pay
      US$100,000 to Power and, as a finder’s fee, issue to Ramon Mabanta 1
      million restricted common shares of IAS stock;




	 	c. 	
      An additional option to purchase a further 20% of the
      issued and outstanding shares of Power (such 20% comprising 2,000 shares
      held by Biotonus), exercisable within 150 days of the shares being issued
      pursuant to paragraph (a). The consideration for this purchase shall be
      the issuance of 10 million restricted common shares of IAS stock to
      Biotonus. Concurrently with the issue of these shares, IAS shall pay
      US$150,000 to Power and, as a finder’s fee, issue to Ramon Mabanta 1
      million restricted common shares of IAS stock;




	 	d. 	
      An additional option to purchase a further 20% of the
      issued and outstanding shares of Power (such 20% comprising 2,000 shares
      held by Biotonus), exercisable within 240 days of the shares being issued
      pursuant to paragraph (a). The consideration for this purchase shall be
      the issuance of 10 million restricted common shares of IAS stock to
      Biotonus. Concurrently with the issue of these shares, IAS shall pay
      US$150,000 to Power and, as a finder’s fee, issue to Ramon Mabanta 1
      million restricted common shares of IAS stock; and



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	 	e. 	
      An additional option to purchase a further 20% of the
      issued and outstanding shares of Power (such 20% comprising 2,000 shares
      held by Biotonus), exercisable within 335 days of the shares being issued
      pursuant to paragraph (a). The consideration for this purchase shall be
      the issuance of 10 million restricted common shares of IAS stock to
      Biotonus. Concurrently with the issue of these shares, IAS shall pay
      US$150,000 to Power and, as a finder’s fee, issue to Ramon Mabanta 1
      million restricted common shares of IAS stock.




	3. 	
      All shares issued hereunder shall be restricted stock and
      the issuance of the stock shall comply with all applicable securities laws
      and regulations. Pursuant to the securities laws of the United States, all
      share certificates issued hereunder shall contain on their face the
      Regulation S legend. All shares issued hereunder shall be Class A voting
      common stock, no par value.

	 	 
	4. 	
      All shares issued hereunder to Ramon Mabanta shall be
      subject to a Lock Up Agreement, a copy of which is attached hereto as
      Schedule “ A”.

	 	 
	5. 	
      All payments made hereunder by IAS to Power shall be
      capital contributions to Power by IAS. They shall be used as set forth on
      the Use of Proceeds attached hereto as Schedule “B”.

	 	 
	6. 	
      Pursuant to this Agreement, IAS is receiving a series of
      options only to purchase the shares of Power and is under no obligation to
      exercise the options in whole or in part. IAS may elect to exercise only
      one or some of the series of options granted hereunder. If IAS elects only
      to exercise one or some of the series of options granted hereunder, it
      will retain the percentage of Power that it has already
  purchased.

	 	 
	7. 	
      Each time that IAS elects to exercise one of the options
      granted in clause 2, hereof, it shall set a closing date
  within



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      the time limited for the exercise of the option being
      exercised and shall so advise the Vendors in writing. The closing shall
      take place at the offices of Sit, Fung, Kwong & Shum; Suite 4428,
      Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road, Central Hong Kong.
      At the closing, IAS shall deliver to the Vendors certificates representing
      the shares being issued for the exercise of the option being exercised and
      funds required to be delivered to Power at the time of the exercise of
      that option. At the closing, the Vendors shall deliver to IAS, share
      certificates representing 20% of the issued capital of Power registered in
      the name of IAS, together with a certificate signed by each of the Vendors
      confirming that the representations and warranties of the Vendors are true
      as at the date of closing of the relevant option.

	 	 
	8. 	
      Kam has been appointed as Vice President of Internet
      Development for IAS and, as consideration therefor, it is agreed that Kam
      shall be granted an employee stock option to purchase up to 850,000 shares
      in the capital of IAS. The Option shall be for a 5 year period, commencing
      on the day that the shares are issued to the Vendors pursuant to clause
      2(a) hereof. The options shall vest for exercise initially as to 12.5%,
      and every 90 days thereafter, an additional 12.5% shall vest for exercise.
      The exercise price of the option shall be $ 0.33 per share.

	 	 
	9. 	
      The salary of Kam payable by Power and IAS shall not
      exceed the amount set forth for him as the CEO/COO in the pro Forma
      Financial Statements attached hereto as schedule
“C”.




	10. 	
      Kam covenants that




	 	a. 	
      any and all additional and future technology created by
      him and his associates in relation to Web 2.0 will be owned by Power, if
      such technology is accepted by the unanimous consent of the directors of
      IAS; and

	 	b. 	
      for the period commencing upon exercise of the option
      granted in clause 2(a) hereof and ending on until
31



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      December 2013, Kam shall not, directly or indirectly,
      engage in a business which competes with Video 1314 or the business of
      Power 

	  	
       

	11. 	
      The Vendors and Power, jointly and severally, represent
      and warrant to IAS as follows: 




	 	a. 	
      Each of the Vendors and Power are residents of Hong
      Kong;

	 	b. 	
      Power has been duly incorporated and validly exists as a
      company in good standing under the laws of Hong Kong;

	 	c. 	
      Biotonus has been duly incorporated and validly exists as
      a company in good standing under the laws of Hong Kong;

	 	d. 	
      There are 10,000 common shares of Power currently issued
      and outstanding and no further common shares will be issued;

	 	e. 	
      Kam owns one common share of Power and Biotonus owns
      9,999 common shares of Power.

	 	f. 	
      Each of the Vendors is the beneficial and legal owner of
      their shares in Power, free and clear of any liens and encumbrances or
      claims by third parties, neither of them have previously assigned or dealt
      with their shares in any manner contrary to the intent of this Agreement,
      and they each have the full power and authority to enter into this
      Agreement and to carry out the intended transactions;

	 	g. 	
      Power is the sole legal and beneficial owner of Video
      1314, free and clear of any liens and encumbrances or claims by third
      parties, and Power has not previously assigned or dealt with Video 1314 in
      any manner contrary to the intent of this Agreement and it has
  the



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      full power and authority to enter into this Agreement and
      to carry out the intended transactions;

	 	h. 	
      The domain name, video1314.com, has been duly registered
      in the name of Power and is in good standing until 10 January
  2008;

	 	i. 	
      Power has obtained adequate protection of its
      intellectual property rights in connection with Video 1314, including the
      registration of other websites with confusingly similar names and
      registration of relevant trademarks in the appropriate jurisdictions, and
      these protections are set forth in Schedule “D” hereto;

	 	j. 	
      There is no pending or threatened litigation affecting
      Power or Video 1314;

	 	k. 	
      There are no copyright issues affecting or threatened to
      affect Power or Video 1314;

	 	l. 	
      Power currently has debt totaling approximately HK$1.7
      million and will have no other debt at the time of exercise of the option
      referred to in clause 2(a) hereof;

	 	m. 	
      There will be no material change in the financial
      position or condition of Power or of Video 1314 between the 12th
      day of November 2007 and the day which falls 335 days after the
      issue of the shares being issued pursuant to paragraph 2(a) which may have
      an adverse material effect on the affairs of Power or Video 1314,
      including the value of Video 1314;

	 	n. 	
      The business of Power is carried on in compliance with
      all applicable laws, rules and regulations.




	12. 	
      IAS represents and warrants to the Vendors as
    follows:

		a. 	
      IAS has been duly incorporated and validly exists as a
      company in good standing under the laws of the State of Oregon;

		b. 	
      The authorized capital of IAS consists of 250,000,000
      shares, consisting of 100,000,000 shares of Class A voting common stock,
      no par value, 100,000,000



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      shares of class B non-voting common stock, no par value,
      and 50,000,000 shares of preferred stock, no par value;

	 	c. 	
      The issued capital of IAS consists of 36,303,789 shares
      of Class A voting common stock, no par value;

	 	d. 	
      There are outstanding options and warrants issued by IAS
      as follows: Options outstanding: 2,212,500 Warrants outstanding:
      350,000




	13. 	
      On signing this Agreement, IAS and its duly authorized
      agents will be given full and complete access to all corporate,
      shareholder, financial and business records and data of Power and shall be
      entitled to conduct such due diligence on the affairs of Power that it
      deems necessary.

	 	 
	14. 	
      Upon IAS exercising the option granted pursuant to clause
      2 (a) hereof, the Vendors and Power agree that Power shall not issue any
      further shares in the capital of Power and nor shall it issue any rights
      or options capable of becoming shares in the capital of Power.

	 	 
	15. 	
      From the date hereof until the earlier of the date that
      IAS has fully exercised the options hereunder and December 31, 2013, the
      Vendors covenant to vote their shares of IAS in favour of the composition
      of the Board of Directors of IAS as John Robertson, the current President
      of IAS, shall so direct in writing.

	 	 
	16. 	
      Upon IAS fully exercising the options hereunder, the
      following agreements shall stay in place, without variation, until
      December 31, 2013:




	 	a. 	
      The Board of Directors of IAS shall consist of five
      persons, three to be nominated by the Vendors and two to be nominated by
      John Robertson, the current President of IAS, and the Vendors agree to
      vote their shares to elect those persons so
nominated;



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	 	b. 	
      IAS shall not file a Registration Statement to register
      any of its shares, except with the unanimous consent of the directors of
      IAS; and

	 	c. 	
      This Agreement may not be amended without the unanimous
      consent of the directors of IAS.




	17. 	
      This Agreement is subject to approval by the Board of
      Directors of IAS and, if required by law or regulation, by the
      shareholders of IAS and by any regulatory authorities, having
      jurisdiction.

	 	 
	18. 	
      The parties hereto agree to execute additional documents
      as necessary to fulfill the true intent and meaning of this
    Agreement.

	 	 
	19. 	
      The waiver by any party hereto of a breach or default of
      any provision of this Agreement shall not operate or be construed as a
      waiver of any other or subsequent breach or future compliance with all the
      terms of this Agreement, including the provision waived, and all
      provisions shall remain in full force and effect as to future
      performance.

	 	 
	20. 	
      Except as otherwise provided herein, all notices required
      or permitted by this Agreement to be served on any party to this Agreement
      shall be either served personally or may be served by mail, facsimile or
      e-mail. If to the Vendors or Power: By email to: samkam@powernetix.com With a copy by fax to: 852
      2845-0959 If to IAS: By email to: jr@ihiway.com
      With a copy by fax to: 1-604-278-3409

	 	 
	21. 	
      This Agreement contains the entire understanding and
      agreement of the parties and there have been no promises, representations,
      agreements, warranties or undertakings by any of the parties, either oral
      or written, of any character or nature binding except as stated in this
      Agreement.

	 	 
	22. 	
      Subject to clause 16(c) hereof, this Agreement may be
      altered, amended or modified only by an instrument
in



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      writing, executed by the parties to this Agreement and by
      no other means. Each party waives their right to claim, contest or assert
      that this Agreement was modified, canceled, superseded or changed by any
      oral agreement, course of conduct, waiver or estoppel.

	 	 
	23. 	
      Except as expressly provided in this Agreement, nothing
      in this Agreement, expressed or implied, is intended to or shall confer on
      any person other than the parties hereto any rights, remedies, obligations
      or liabilities under or by reason of this Agreement.

	 	 
	24. 	
      All terms used in this Agreement, regardless of the
      number or gender used, shall include any other number or gender as the
      context of this Agreement may require as if such terms had been fully and
      properly written in such number or gender.

	 	 
	25. 	
      This Agreement is to be governed by and construed in
      accordance with the laws of the Province of British Columbia, Canada
      applicable to contracts made and to be performed wholly within such
      Province and without regard to the conflicts of laws principles thereof.
      Any suit brought hereon and any and all legal proceeding to enforce this
      Agreement, whether in contract, tort, equity or otherwise, shall be
      brought in the Supreme Court of British Columbia: the parties hereto shall
      waive any claim or defense that such forum is not convenient or
    proper.

	 	 
	26. 	
      In the event that there is a default under this Agreement
      and it becomes necessary for either party hereto to employ the services of
      an attorney, with or without litigation, the losing party to the
      controversy agrees to pay to the successful party a reasonable attorney’s
      fee and, in addition, such reasonable costs and expenses as are
      incurred.

	 	 
	27. 	
      This Agreement has been reviewed by legal counsel
      representing the respective parties and, therefore, shall not be construed
      in favor of or against any party thereto based



11 





		
      on the sole or primary authorship of this Agreement being
      the work of one party hereto.

	 	 
	28. 	
      This Agreement shall be binding on and shall inure to the
      benefit of the parties and their respective heirs, legal representatives,
      successors and assigns.

	 	 
	29. 	
      The Parties agree to accept multiple signature pages and
      fax signatures as though original.

	 	 
	30. 	
      By executing this Agreement, each individual signing
      below represents that it has the authority of its company to bind the
      company to the terms hereof.



IN WITNESS WHEREOF the parties have caused this Agreement to be
executed and effective when signed by all parties. 

	Witness to the signature of 	  
	 	 
	Samuel Kam 	/s/ Samuel Kam 
	 	 
	/s/ Chan Tan Ton 	Samuel Kam 
	 	 
	Name: Chan Tan Ton 	  


BIOTONUS CLINIQUE BON PORT (HONG KONG) LIMITED

By:   /s/ Marina Lai
Ma                                             

         Mrs. Marina Lai Ma,
Director

By:   /s/  Samuel
Kam                                                  
        
Samuel Kam, Director 

Date: November 26,
2007                                           


POWER TELECOM LIMITED

By:   /s/  Samuel
Kam                                                  
        
Samuel Kam, Director 

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Date: November 26,
2007                                           

IAS ENERGY, INC. 

By:   /s/ John
Robertson                                             
        
John Robertson, President 

Date: November 26,
2007                                           

 

List of Schedules 

 

	A. 	
      Lock Up Agreement with Ramon Mabanta

	 	 
	B. 	
      Use of Proceeds

	 	 
	C. 	
      Pro Forma Financial Statements of Power Telecom
      Limited

	 	 
	D. 	
      Intellectual Property Rights of Power Telecom Limited,
      including Website Registrations, Trademark Registrations and Other
      Rights



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