EX-10.1 3 ex101agr.txt LEGAL/ADMINISTRATIVE OPTION AGREEMENT Exhibit 10.1 LEGAL/ADMINISTRATIVE OPTION AGREEMENT WITH THE LAW OFFICES OF THOMAS C. COOK, LTD This Legal/Administrative option agreement ("Agreement") is made as of this 29th day of October, 2010, by and between The Law Offices of Thomas C. Cook, LTD, 500 N. Rainbow Blvd, Suite 300, Las Vegas, NV 89128, (referred to herein as the "Law Firm") and Monster Offers, a Nevada corporation, PO Box 1092, Bonsall, CA 92003 (referred to herein as the "Company"), collectively sometimes herein referred to as the "Parties". The Parties hereto, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows: WHEREAS, the Company (a Nevada corporation) is a fully reporting company whose securities are traded on the Over-the-Counter Bulletin Board under the ticker symbol "MONT"; and WHEREAS, the Law Firm practices primarily in securities law and assists businesses with U. S. Securities and Exchange ("SEC") reporting requirements; and WHEREAS, the Company hired The Law Offices of Thomas C. Cook, LTD as a non- exclusive corporate Law Firm; and WHEREAS, Thomas C. Cook, Esq. or his designees shall be granted an option (the "Option") to purchase 57,471 shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.001 per share based on a value of $50,000 per for the calendar year ending December 31, 2010, based on the value of the Company's stock on November 1, 2010. IT IS, THEREFORE agreed that: 1. Services. The Company hired the Law Firm to provide general corporate legal services which includes, but not be limited to: assistance in the drafting, preparation with general filings in accordance with the Rules and Regulations of the Securities and Exchange Commission, general administrative work, legal opinion letters, business consulting, SEC document preparation, coordination services and filing corporate documents on the SEC EDGAR system. The Law Firm shall agree to make itself available for the foregoing purposes and devote such business time and attention thereto as it shall determine is required. The Company agrees to provide the Law Firm with any information and documents as may be requested by the Law Firm in connection with the services to be performed for the Company. The Company shall be solely responsible for the accuracy of the information and representations contained in any documents to be prepared by the Law Firm on behalf of the Company. 2. Term. The term of this Legal/Administrative Option Agreement shall be past legal services rendered over the past few years through December 31, 2010 (the "Term") twelve (12) months. 1 3. Compensation. As compensation for entering into this Agreement and for services rendered and to be rendered over the Term, Thomas C. Cook, Esq. or his designees shall be granted an option (the "Option") to purchase shares of the Company's common stock, par value $0.001 per share, at a purchase price of $0.001 per share. The conversion of shares is based on the value of $50,000 for the legal services previously rendered and to be rendered during the calendar year ending December 31, 2010 based on the price of the stock at November 1, 2010. The Option may be exercised in whole or in part, for a period of the Term of this Agreement. The Option to purchase these shares, will be issued pursuant to the consent of the Company's Board of Directors, and shall be granted in the names listed above in proportion to a ratio designated by Thomas C. Cook, Esq. This is a cashless option, where the funds paid to exercise this Option are paid directly to the Company. The Company hereby agrees to register the shares of common stock underlying the above referenced Option on a Form S-8 Registration Statement within thirty (30) days of the reverse stock split. 4. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. The parties consent to the jurisdiction of the courts of the State of Nevada and the United States District Court of Nevada, and their respective appellate Courts and further waive objection to venue in any such court for all cases in controversy relating to disagreement or the relationship between the parties. 5. Independent Contractor Relationship. Law Firm and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority. 6. Indemnification. Company shall indemnify and hold harmless the Law Firm from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any or omission by Company. The Law Firm shall indemnify and hold harmless the Company from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any act or omission by the Law Firm. 7. Miscellaneous. 7.1 Assignment. This Agreement is not transferable or assignable. 7.2 Execution and Delivery of Agreement. Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties. 7.3 Titles. The titles of the sections and subsections of this agreement are for the convenience of reference only and are not to be considered in construing this agreement. 2 7.4 Severability. The invalidity or unenforceability of any particular provision of this agreement shall not affect or limit the validity or enforceability of the remaining provisions of this agreement. 7.5 Entire Agreement. This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters. 7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above mentioned. November 1, 2010 Monster Offers By: /s/ Paul Gain ------------------------------- Paul Gain Chairman and CEO AGREED AND ACCEPTED By: /s/ Thomas C. Cook --------------------------- Thomas C. Cook, Esq. 3