EXHIBIT 10.9
OPTION T0 PURCHASE AND
RIGHT OF FIRST REFUSAL
THIS OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL is made and entered
into as of the 14th day of January, 2004.
by and between ADRIAN RAND ROBISON and
DOROTHY ROBISON, husband and wife, referred to herein as "Lessor" and
INTERNATIONAL ISOTOPES, INC., a Texas corporation, referred to herein as
"Lessee".
RECITALS:
A.
Lessor and Lessee are
simultaneous with the
execution of this
Agreement entering into a Lease Agreement
(the "Lease Agreement") wherein Lessor
is leasing to Lessee the following described premises and all improvements
located thereon situate in the County of
Bonneville, State of Idaho, to-wit (the
"Leased Premises"):
Lot 3, Block 2, St.
Leon Industrial Park, Division No. 1,
according to the recorded plat thereof.
SUBJECT TO THE FOLLOWING:
1.
Declaration of Covenants, Conditions and Restrictions
for
St. Leon Industrial Park, recorded in the records of
Bonneville
County,
Idaho,
on October 22,1996, as
Instrument No. 930434.
2. All
existing easements or claims of easements, patent
reservations,
rights-of-way, protective covenants, zoning
ordinances, and
applicable
building codes, laws and
regulations,
encroachments,
overlaps,
boundary line
disputes and other
matters which would be disclosed by an
accurate survey or inspection of the premises.
B.
Lessor has agreed to grant to Lessee the right of first
refusal
and option to purchase set forth
herein.
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:
<PAGE>
1.
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 Lease
Agreement. The right
of first refusal and option to
purchase set forth herein may not be exercised by Lessee if:
(a) Lessee or a
sublessee of Lessee authorized by Lessor
is not in possession
of the Leased Premises under the Lease
Agreement.
(b) Lessee is in default of any of the terms of the
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. Not
withstanding anything
contained in the Lease
Agreement to the
contrary, if Lessee exercises such option to purchase, then the
term of the Lease
Agreement shall expire
on the day of closing
of the sales transaction.
2
<PAGE>
(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
Le
