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Exhibit
99.13
STOCK OPTION
AGREEMENT
This Stock Option Agreement ("Stock Option
Agreement") is granted effective this 22 nd day of
February, 2007 by Nexia Holdings, Inc. (the "Company") to Andrew
Dunham, a consultant and employee of the Company ("Optionee") and a
Utah resident.
PREMISES
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A.
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The Company has
received valuable services from Optionee in the past and desires to
compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Thirty Seven Million
Five Hundred Seventeen Thousand Five Hundred (37,517,500), shares
of the Company's common stock.. The options will have a floating
option price set at 75% of the market price at the time of
exercise. The shares issued subject to the options shall be issued
pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form S-8").
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GRANT
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1.
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Grant of
Options. The Company
hereby grants Optionee the right and option ("Option") to purchase
the above described Thirty Seven Million Five Hundred Seventeen
Thousand Five Hundred (37,517,500) Shares of Common Stock, on the
terms and conditions set forth herein and subject to the provisions
of the Form S-8 registration statement in exchange for services
provided by Consultant to the Company, the options shall vest
immediately upon the exercise hereof.
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2.
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Term of
Option . This Option may
be exercised, in whole or in part, at any time prior to one year
from the grant date of this Option. All rights to exercise this
option end with the termination of employment with the Company, for
any reason and by any party.
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3.
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Method of
Exercising . This Option
may be exercised in accordance with all the terms and conditions
set forth in this Option and the Stock Opt
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