EXHIBIT 10.7
OPTION TO PURCHASE AND
RIGHT OF FIRST REFUSAL
THIS OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL is made and entered
into as of the 2nd day of May, 2003, by and between ADRIAN RAND ROBISON and
DOROTHY ROBIS and wife, referred to herein as "Lessor" and INTERNATIONAL
ISOTOPES, INC., a Texas corporation,
referred to herein as "Lessee".
RECITALS:
A.
Lessee previously
entered into a Lease
Agreement (the "Prior
Lease Agreement") and an Option to Purchase
and Right of First
Refusal (the
"Prior Option to Purchase and Right of
First Refusal) dated March 2: 2000, with
Allen Ball, acting not individually but as
Trustee of the Allen Ball and Connie
Ball Living Trust created under Trust
Agreement dated January 6, 1990, and any
amendments thereto ("Ball").
B.
The interest of Ball in the Prior Lease Agreement and the Prior
Option to Purchase and Right of First
Refusal was
transferred by Ball to Lessor
in connection with the sale by Ball to Lessor of the following described
premises and all improvements located thereon situate in the County of
Bonneville, State of Idaho, to-wit (the
"Leased Premises"):
Lot 4, Block 4, St.
Leon Industrial Park, Division No. 2,
according to the recorded plat thereof.
C.
Lessee and Lessor are now entering into a New Lease Agreement
pertaining to the Leased Premises which shall have a term which
commences on
August 1, 2003 (the "New lease Agreement").
In connection with the
execution of
the New Lease Agreement, Lessor and Lessee
have agreed to execute this Option to
Purchase and Right of First Refusal in substitution for the Prior Option to
Purchase and Right of First Refusal.
AGREEMENTS:
NOW, THEREFORE, in consideration of the lease of the Leased
Premises by
Lessee, the mutual covenants set forth herein and for other
good and valuable
consideration, the parties agree as
follows:
1.
This Option
to Purchase and Right of First Refusal shall
substitute for the Prior Option to Purchase
and Right of First
Refusal and the
Prior to Option to Purchase and Right of First Refusal shall have no further
force and effect. The right of first refusal and
option to purchase
granted to
Lessee herein shall be in effect only
until the expiration
of the term of the
New Lease Agreement. The right of first
refusal and option to purchase set forth
herein may not be exercised by Lessee
if:
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(a) Lessee or a
sublessee of Lessee
authorized
by Lessor is
not in possession of the Leased Premises under the New Lease
Agreement.
(b) Lessee is in
default of any of the
terms of the New Lease
Agreement.
2.
Except as otherwise
provided for herein, in the event Lessor
desires to sell, transfer or convey
Lessor's interest in the Leased Premises, or
any portion thereof, Lessor shall have the right to sell,
transfer or convey
Lessor's interest in the Leased Premises,
or any portion
thereof, only after
complying with the following
requirements:
(a) Lessor shall
forward to Lessee by certified mail, return
receipt requested, at
4137 Commerce Circle,
Idaho Falls, Idaho 83401,
or to such other
address as Lessee
shall have provided
to Lessor in
writing, written
notice containing all
of the terms and conditions on
which Lessor
desires to give, sell, transfer or convey the Leased
Premises, or any
portion thereof (the "Lessor's Notice of Transfer").
Said notice shall be deemed effective upon the date of its
mailing.
(b) Upon mailing
of Lessor's Notice of Transfer, Lessee shall
then have the option to purchase the interest of Lessor in the
Leased
Premises, or such portion thereof, as is referred to in Lessor's
Notice
of Transfer upon the same terms as set forth in such notice.
(c) Lessee may
exercise its option to
purchase by mailing its
written notice of
exercise of
option to Lessor
within fifteen (15)
days from the date of
mailing of the notice
to Lessee. Such notice of
exercise of option
shall be forwarded
to Lessor by
certified mail,
return receipt requested, at Post Office Box 95, Rexburg,
Idaho 83440,
or to such other
address as may be
designated in writing to Lessee by
Lessor. In the event
Lessee exercises
such option, then Lessee and
Lessor must,
within fifteen (15) days after the exercise of such
option, enter into a
binding written agreement for the transfer and/or
the purchase of the Leased Premises upon the same terms and
conditions
set forth in Lessor's
Notice of Transfer. Notwithstanding anything
contained in the
New Lease Agreement to the contrary, if Lessee
exercises such
option to purchase, then the term of the New Lease
Agreement shall expire on the day of closing of the sales
transaction.
2
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(d) In the event
that Lessee does not desire to exercise
Lessee's option to purchase, Lessee shall, within fifteen (15)
days of
the mailing of Lessor's Notice of Transfer, mail by certified mail,
return receipt requested, to Post Office Box 95, Rexburg,
Idaho 83440,
or such other
address as Lessor shall have provided to Lessee in
writing, Lessee's
notice to Lessor that
Lessee will not exercise said
option. If Lessee
fails to provide
such notice that Lessee will not
exercise such
option, and Lessee does not exercise the option as
provided in paragraph 2(c), then Lessor is hereby empowered to record
Lessor's affidavit
to the effect that
Lessee did not timely
exercise
said option, which
affidavit shall be
conclusive as against Lessee of
Lessee's failure to
exercise such option.
If Lessee fails to exercise
such option in the manner provided in paragraph 2(c) above, then
Lessor
sh
