SC 13D/A 1 sch13da-103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) BBJ Environmental Technologies, Inc. ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share ---------------------------------------------------------------------------- (Title of Class of Securities) 682071105 ---------------------------------------------------------------------------- (CUSIP Number) Robert G. Baker 6802 Citicorp Boulevard, Suite 500 Tampa, Florida 33619 (813) 622-8550 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 2003 ---------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. SCHEDULE 13D CUSIP No. 682071105 Page 2 of 7 Pages ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert G. Baker ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ---------------------------------------------------------------------------- 3 SEC USE ONLY ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (Exchange of Securities and Services) ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ---------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 3,906,481 REPORTING ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 0 ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 3,906,481 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,906,481 ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ---------------------------------------------------------------------------- Item 1. Security of Issuer This Schedule relates to shares of common stock, $0.001 par value per share ("Common Stock"), of BBJ Environmental Technologies, Inc., a Nevada corporation (the "Issuer"), whose principal executive offices are located at 6802 Citicorp Boulevard, Suite 500, Tampa, Florida 33619. (This Amendment No. 1 to the Schedule 13D, together with the Initial Schedule 13D filed on June 8, 2000 ("Initial Schedule 13D) are referred to herein, collectively, as the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings previously ascribed to them in the Initial Schedule 13D. Item 2. Identity and Background (c) Chairman of the Board of Directors and Executive Chairman of the Issuer. Item 3. Source and Amount of Funds or Other Consideration The Employment Options (as defined in Item 4 of the Schedule 13D) were granted on January 27, 2003 as partial consideration for the Reporting Person's services to be provided to the Issuer pursuant to the terms of the Employment Agreement, dated effective January 1, 2003, by and between the Issuer and the Reporting Person (the "Employment Agreement") described in Item 4 of the Schedule 13D. During 2001, the Reorganization Options (as defined in Item 4 of the Schedule 13D) were granted in exchange for options to purchase shares of common stock of BBJ Environmental Solutions, Inc. held by the Reporting Person. In 2001 and 2002, the Directors' Options (as defined in Item 4 of the Schedule 13D) were granted as consideration for the Reporting Person's services as a director of the Issuer. Item 4. Purpose of Transaction The Common Stock and stock options to purchase Common Stock have been acquired by the Reporting Person for investment purposes. The Reporting Person will monitor his investment in the Company and will in the future determine the most appropriate course of action to take with his investment. In reaching any decision with respect to this investment, the Reporting Person will take into consideration various factors, including the Company's business, affairs and financial position, other developments concerning the Company, the price level of the shares, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities available to the Reporting Person. Based on such factors, the Reporting Person may from time to time determine that a further investment in the Company is attractive and purchase additional shares in the open market, in privately negotiated transactions, or otherwise. Alternatively, the Reporting Person may determine to dispose of some or all of his shares in the open market, in privately negotiated transactions to one or more purchasers, or otherwise. Pursuant to the terms of the Employment Agreement, the Reporting Person has agreed to serve as Executive Chairman of the Issuer and to perform the duties described therein on behalf of the Issuer. In accordance with the terms of the Employment Agreement and the Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended, dated January 27, 2003, by and between the Issuer and the Reporting Person ("Grant of Option"), on January 27, 2003, the Issuer granted options to the Reporting Person to purchase 500,000 shares of Common Stock at an exercise price of $0.16 per share ("Employment Options") as partial consideration for the Reporting Person's services to be provided to the Issuer under the Employment Agreement. Of the Employment Options granted: (i) options to purchase 250,000 shares of Common Stock shall vest and become exercisable ratably on the first day of each month during the twenty-four months Page 3 of 7 Pages beginning on January 27, 2003, and (ii) options to purchase 125,000 shares of Common Stock shall vest and become exercisable as of December 31, 2003, so long as the Reporting Person is employed by the Issuer under the terms of the Employment Agreement on such date and the Issuer meets certain criteria for the Issuer's level of sales for calendar year 2003, as set by the Board of Directors of the Issuer and reflected in the Issuer's business plan for 2003, and (iii) options to purchase 125,000 shares of Common Stock shall vest and become exercisable as of December 31, 2004, so long as the Reporting Person is employed by the Issuer under the terms of the Employment Agreement on such date and the Issuer meets certain criteria with respect to the Issuer's level of sales for the calendar year 2004, and its profitability for such year, as set by the Board of Directors of the Issuer and reflected in the Issuer's business plan for 2004. Accordingly, of the Employment Options, as of the date hereof the Reporting Person is the beneficial owner (within the meaning of Rule 13d- 3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of 20,833 shares of Common Stock. A copy of the Employment Agreement and a copy of the Grant of Option are attached hereto as Exhibit 1 and Exhibit 2, respectively, and each is incorporated herein by reference. As previously reported, in connection with the consummation of the Agreement and Plan of Reorganization between the Issuer (formerly known as Omega Development, Incorporated), BBJ Environmental Solutions, Inc., and the Stockholders of BBJ Listed at the Foot of the Agreement, dated January 31, 2000 (the "Reorganization Agreement"), on June 1, 2000, the Reporting Person received 3,219,890 shares of Common Stock in exchange for shares of common stock of BBJ Environmental Solutions, Inc. held by the Reporting Person. A copy of the Reorganization Agreement is attached as Exhibit 3 to the Schedule 13D and is incorporated herein by reference. In addition, in connection with the Reorganization Agreement, on June 28, 2001 the Reporting Person received options to purchase an aggregate of 938,758 shares of Common Stock ("Reorganization Options") in exchange for options to purchase 469,379 shares of common stock of BBJ Environmental Solutions, Inc. held by the Reporting Person. The Reorganization Options consist of options to purchase: (i) 138,758 s hares of Common Stock at an exercise price of $1.17 per share, (ii) 80,000 shares of Common Stock at an exercise price of $1.00 per share, and (iii) 720,000 shares of Common Stock at an exercise price of $1.25 per share. The specific terms of the Reorganization Options, all of which are fully vested, are set forth in each of the three agreements titled Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between the Issuer and the Reporting Person (collectively referred to herein as the "Reorganization Option Agreements"), copies of which are attached to the Schedule 13D as Exhibit 4, Exhibit 5, and Exhibit 6 and each is incorporated herein by reference. Further, since the consummation of the Reorganization Agreement, the Reporting Person has sold an aggregate of 393,000 shares of the Common Stock, as follows: (i) 33,000 shares of Common Stock at $1.00 per share on February 6, 2001, (ii) 150,000 shares of Common Stock at $1.00 per share on June 15, 2001, (iii) 200,000 shares of Common Stock at $0.10 per share on October 16, 2001, and (iv) 10,000 shares of Common Stock at $0.20 per share on September 17, 2002. In addition, in exchange for the Reporting Person's services as a director of the Issuer, the Issuer granted options to the Reporting Person (and all other directors of the Issuer): (i) on March 8, 2001 to purchase 40,000 shares of Common Stock at an exercise price of $1.25 per share ("2001 Directors' Options"), and (ii) on October 14, 2002 to purchase 80,000 shares of Common Stock at an exercise price of $0.50 per share ("2002 Directors' Options"). The specific terms and conditions of the 2001 Directors' Options and the 2002 Directors Options' (the "Directors' Options"), all of which are fully vested, are set forth in the Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated March 8, 2001, by and between the Issuer and the Reporting Person, and the Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated October 14, 2002, by and between the Issuer and the Reporting Person (collectively referred to herein as the "Directors' Option Agreements"), copies of which are attached hereto as Exhibit 7 and Exhibit 8, respectively, and each is incorporated herein by reference. The Reorganization Options, Director's Options, and Employment Options described in this Item 4 of the Schedule 13D have been granted to the Reporting Person pursuant to the BBJ Environmental Page 4 of 7 Pages Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended. Except as indicated in the Schedule 13D, the Reporting Person has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, organization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of Issuer (a), (b) As of the date of hereof, the Reporting Person is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of, and has sole voting power with respect to, an aggregate of 3,906,481 shares of Common Stock (including 1,079,591 shares of Common Stock which may be acquired upon the exercise of options currently owned), which represents approximately 9.7% of the 40,314,578 shares of Common Stock outstanding as of December 31, 2002. The amount of shares beneficially owned by the Reporting Person does not include Employment Options to purchase an aggregate of 479,167 shares of Common Stock that have not yet vested under the terms of the Employment Agreement and the Grant of Option. (c) Other than the transactions effected pursuant to the Employment Agreement and the Grant of Option described in Item 4 of the Schedule 13D, no transactions in the Common Stock were effected by the Reporting Person in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Employment Agreement, the Grant of Option Agreement, the Reorganization Agreement, the Reorganization Option Agreements, and the Directors' Option Agreements, and the related documents and the transactions contemplated thereby, as described in Item 4 of the Schedule 13D, the Reporting Person knows of no other contracts, arrangements, understandings or relationships required to be described herein. The description of the contents of the Employment Agreement, the Grant of Option Page 5 of 7 Pages Agreement, the Reorganization Agreement, the Reorganization Option Agreements, and the Directors' Option Agreements, respectively, set forth in this Schedule 13D is qualified in its entirety by reference to Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4 through Exhibit 6, and Exhibit 7 through Exhibit 8, respectively, to the Schedule 13D. Item 7. Material to Be Filed as Exhibits Exhibit 1 Employment Agreement, dated effective January 1, 2003, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 2 Grant of Option, dated January 27, 2003, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 3 Agreement and Plan of Reorganization between Omega Development, Incorporated, BBJ Environmental Solutions, Inc., and the Stockholders of BBJ Listed at the Foot of the Agreement, dated January 31, 2000. Exhibit 4 Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 5 Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 6 Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 7 Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated March 8, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Exhibit 8 Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated October 14, 2002, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. Page 6 of 7 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 28, 2003 /s/Robert G. Baker ------------------------------- Robert G. Baker Page 7 of 7 Pages INDEX TO EXHIBITS Exhibit Number Description of Exhibits ------- ----------------------- 1 -- Employment Agreement, dated effective January 1, 2003, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 2 -- Grant of Option, Pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended, dated January 27, 2003, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 3 -- Agreement and Plan of Reorganization between Omega Development, Incorporated, BBJ Environmental Solutions, Inc., and the Stockholders of BBJ Listed at the Foot of the Agreement, dated January 31, 2000. 4 -- Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 5 -- Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 6 -- Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated June 28, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 7 -- Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated March 8, 2001, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. 8 -- Grant of Option Pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, dated October 14, 2002, by and between BBJ Environmental Technologies, Inc. and Robert G. Baker. [EXHIBIT 1] EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), effective as of January 1, 2003, and between Robert G. Baker (the "Executive") and BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"). WHEREAS, the Executive currently is an employee of the Company; and WHEREAS, the Company wishes to modify and continue the Executive's employment upon the terms and conditions hereinafter set forth, and the Executive is willing and able to accept such employment on such terms and conditions. NOW, THERFORE in consideration of the mutual promises set forth below, the Company and the Executive agree as follows: 1. Term of Employment. Subject to earlier termination pursuant to Section 4 hereof, the Executive's employment hereunder commenced effective January 1, 2003 (the "Effective Date"), and shall continue until June 30, 2005 (the "Term"). The Term of this Agreement may be extended upon mutual written agreement of the parties. 2. Employment Duties. During the Term, the Company shall employ the Executive, and the Executive agrees to serve and accept employment as the Company's Executive Chairman. Unless otherwise determined by the Company's Board of Directors (the "Board"), the Executive will sign Company SEC filings, together with the Chief Financial Officer of the Company. In addition, he shall perform such duties as may be assigned to him by the Board, in the reasonable exercise of its discretion. The Executive shall report to the Board, and not to any officer of the Board. The Vice President, Operations, shall report to the Executive. The Executive shall devote substantially all of his business time, energy and experience to the performance of his duties hereunder, and shall not engage in any other business activities, as an employee, director, consultant or in any other capacity, whether or not he receives any compensation from such activities, without the prior written consent of the Board; provided, however, that the Executive may (i) manage his own passive investments, and (ii) serve on civic, charitable or non-profit boards or committees, including any board of directors of such organization on which he serves as of the date of this Agreement, so long as any of such activities do not interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. 3. Compensation and Benefits. (a) Base Salary. For each year of the Term, the Company will pay the Executive a base salary of $120,000 per year ("Base Salary"), payable in accordance with the Company's normal payroll practices. (b) Annual Bonus. The Executive shall be eligible to receive a cash bonus (the "Bonus") with respect to each year of the Term. The Bonus shall be determined by reference to the Company's performance against its business plan for such year, using whatever criteria the Board, in its sole discretion, determines to be appropriate, including but not limited to the Company's profitability during such year or any portion thereof. The amount and timing of payment of any Bonus deemed earned shall he within the sole discretion of the Board. (c) Stock Options. Pursuant to the terms of this Section and the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended (the "Plan"), which is incorporated into this Agreement by reference, as of January 27, 2003 (the "Date of Grant"), the Executive shall be granted options (the "Options") to purchase 500,000 shares of the Company's common stock (the "Stock"), with an exercise price equal to the Fair Market Value (as defined in the Plan) of such Stock on the Date of Grant, and with the following vesting schedule: (i) one-half of the Options (for 250,000 shares) shall vest and become exercisable ratably on the first day of each month during the twenty-four months beginning on the Date of Grant; (ii) one-quarter of the Options (for 125,000 shares) shall vest and become exercisable as of December 31, 2003, so long as the Executive is employed by the Company on such date and the Company meets certain criteria for the Company's level of sales for calendar year 2003, as set by the Board and reflected in the Company's business plan for 2003 (which shall be finalized on or before the last day of the first quarter of 2003); and (iii) one-quarter of the Options (for 125,000 shares) shall vest and become exercisable as of December 31, 2004, so long as the Executive is employed by the Company on such date and the Company meets certain criteria with respect to the Company's level of sales for the calendar year 2004, and its profitability for such year, as set by the Board and reflected in the Company's business plan for 2004, which shall be finalized on or before the last day of the first quarter of 2004. The specific terms and conditions of the Options are set forth in the form of a Grant of Option, a copy of which is attached to this Agreement as Schedule A and incorporated herein by reference (the "Grant of Option"). (d) Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans maintained by the Company, in accordance with the terms of such plans. The Executive may take four weeks of paid vacation during each twelve months of service under this Agreement. Unused vacation may not be accrued from year to year. At termination, the Executive will not be entitled to compensation for unused vacation days. (e) Expenses. The Company shall pay or reimburse the Executive for ordinary, necessary and reasonable business expenses incurred by him in the performance of his duties hereunder in accordance with the Company's usual policies for expenses as established by the Board. (f) Life Insurance. During the Term, the Company shall maintain in full force and effect the following life insurance policies on the life of the Executive: (i) Policy # V1103414, Variable Universal life, Prudential Insurance Company, in the face amount of $200,000, and (ii) Policy # 7132450, Lincoln Life Insurance Company, in the face amount of $300,000 ("the Life Insurance Policies"). The Company shall pay the premiums for the Life Insurance Policies during the Term, and as part of its obligation to maintain this insurance, shall not take any action to decrease the face amounts of insurance provided by the Life Insurance Policies. The Executive has provided the Company with written information as to the premiums that are in effect with respect to the Life Insurance Policies as of the Effective Date of this Agreement. The Company will provide the Executive each year, at the time premiums are due and payable, with timely evidence that premiums have been paid when due. Any continuation of 2 insurance under the Life Insurance Policies after termination of employment shall be at the Executive's own expense. Upon termination of employment, the Executive shall have the right to purchase the Life Insurance Policies from the Company for their cash surrender value. 4. Termination. (a) For Any Reason Other Than Death, Disability or Cause. The Company and the Executive shall have the right to terminate the Executive's employment at any time upon thirty (30) days' prior written notice to the other, and upon such termination if initiated by the Executive, the Executive shall have the right to receive any (i) earned but unpaid Base Salary, and (ii) any expenses incurred but unreimbursed at the date of termination, which shall be paid in cash within thirty (30) days of such termination date (the "Termination Benefits"). Upon the making of this payment, the Company shall have no further obligation to the Executive except as provided in this Section 4(a) and theGrant of Option. If the Executive is terminated without Cause, he shall be entitled to receive (i) his Base Salary through June 30, 2005, paid at regular payroll intervals, less all payroll taxes required to be withheld by law ("Salary Continuation Benefits"), and (ii) in the event that the Executive elects continuation of Company group insurance benefits under COBRA, a monthly payment shall be made to the Executive equivalent to the difference between the amounts he paid for equivalent insurance coverage while employed by the Company and the amount of the monthly charge for continued insurance benefits under COBRA ("COBRA Differential Benefits"), less all taxes required to be withheld by law, as long as the Executive remains eligible for insurance continuation benefits under COBRA, or until June 30, 2005, whichever occurs first; provided, however, that in the event of the Executive's death, the Company's obligation to make these payments of Salary Continuation Benefits and COBRA Differential Benefits shall terminate as of the date of death. (b) On Death and Disability. The Executive's employment hereunder shall terminate upon his death or upon a finding that he has become Disabled. For purposes hereof, the Executive shall be Disabled if he is physically or mentally incapacitated so as to render him incapable of performing his usual and customary duties hereunder for a period of ninety (90) consecutive days or for ninety (90) days during any six (6) month period. The Executive's receipt of Social Security disability benefits shall be deemed conclusive evidence that he is Disabled for purposes of this Agreement; provided, however, that, in the absence of payment of such Social Security benefits, the Executive's Disability shall be evidenced by the written determination of a physician, licensed in the State of Florida, mutually selected by the Executive and the Board. Upon termination for Disability or death, the Executive (or his legal representative, as applicable) shall be entitled to the Termination Benefits. (c) For Cause. The Company may terminate this Agreement for Cause by giving the Executive written notice of termination. Advance notice of termination is not required, when termination is for Cause. For purposes of this Agreement, "Cause" includes, but is not limited to, the following: (i) commission of fraud, embezzlement, or an act or omission by the Executive which would be either a felony under applicable law, or a misdemeanor involving moral turpitude under applicable law, regardless of the eventual disposition of the case, as long as there is sufficient evidence of misconduct by the Executive, admissible in a court of law, to prove, by a preponderance of the evidence, as determined by the Board, that the Executive committed such acts; (ii) a serious act of misconduct in connection with Company work by the 3 Executive, including, but not limited to, falsification of Company documents, dishonesty in connection with Company business, misrepresentations to the Board, or a breach of the Executive's duty of loyalty to the Company; (iii) the Executive's failure or refusal to render services to the Company pursuant to this Agreement, where such services are reasonably directed by the Board, which is not cured within a period of fifteen (15) days after written notice by the Company to the Executive of the alleged failure or refusal to render services; and (iv) a material breach of this Agreement by the Executive, which is not cured within a period of fifteen (15) days after written notice by the Company to the Executive of the alleged breach. In the event this Agreement is terminated by the Company for Cause, the Executive shall have the right, within ten (10) days following notice of termination, to submit a letter to the Board explaining his position regarding the termination decision, and in the event such a letter is received by the Board, the Board shall promptly meet and reconsider its decision, taking into account any arguments or facts set forth in the Executive's letter. The Executive would have the right to attend this meeting. 5. Protective Covenants. (a) Reasons for Protective Covenants. The Company is engaged in the business of manufacturing and distributing products and services that inhibit the uncontrolled growth of microorganisms, mold or mildew in the indoor environment, removing such growths when they become excessive, and otherwise enhancing the quality of the indoor environment (the "Company Business"). Over the course of time the Company has developed goodwill, substantial Customer and Prospective Customer relationships and Protected Information, as such terms are defined below, all of which are legitimate business interests worthy of protection. The Executive acknowledges that the Company's legitimate business interests justify the following restrictive covenants, and that each of the following restraints and covenants are reasonably necessary to protect the Company's legitimate business interests. These protective covenants are specifically designed to permit the Executive to engage in work appropriate for an individual with the Executive's experience and qualifications outside the Company Business, while restricting his ability to engage in certain specific business activities that would or might cause competitive injury to the Company's goodwill and business relationships, or compromise trade secrets or confidential proprietary information, or otherwise damage the business of the Company. The Executive acknowledges that the protective covenants will not prevent him from obtaining employment. The Executive further agrees that the protective covenants are neither overbroad, nor overlong, nor otherwise inappropriate. The Executive acknowledges having received an opportunity to review these covenants with counsel, that these covenants were the result of negotiation between the parties, and that he desires to be bound by the covenants in order to obtain the compensation provided by this Agreement. (b) Covenants Relating to Protected Information. During his employment relationship with the Company, the Executive will have access to Protected Information. The Executive covenants and agrees to keep all Protected Information confidential for the benefit of the Company, and as part of that obligation, shall not at any time, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use any Protected Information, other than in furtherance of his duties. These covenants and promises shall not apply to any conduct for which the Company has given prior written consent, or if the conduct is a disclosure directly pursuant to a valid and existing order of a court or other governmental body or agency within the 4 United States; provided, however, that (1) the Executive shall first have given prompt notice to the Company of any such possible or prospective order; (2) the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure; and (3) the Executive shall use his best efforts to obtain reasonable assurances that confidential treatment will be accorded to any Protected Information so disclosed. Both parties further agree that the employment relationship between the Executive and the Company is a confidential and fiduciary relationship, and that as a consequence of the existence of this relationship, the Executive has a duty neither to use nor disclose Protected Information independent of any of the protective covenants set forth in this Agreement. (c) Covenant not to Compete. The Executive agrees that for a two (2) year period of time following termination of his employment relationship with the Company, he will not engage, either directly or indirectly, in the Company Business, or in any similar business, within the United States. "Engaging" in the Company Business includes, but is not limited to, being employed by, contracting with, working for, providing services to or for, lending assistance to or for, or consulting with or for the benefit of, any legal or natural person that produces, sells, markets, represents or services any products in the Company Business. It is the parties' intent that this provision be construed as broadly as possible during the time period and within the geographic scope of the covenant. Both parties agree that the two-year period provided in this covenant shall be extended by any length of time during which the Executive is in breach of the covenant. (d) Covenants Relating to Customers and Prospective Customers. The Executive agrees that for a two (2) year period of time following termination of his employment relationship with the Company, he shall not do the following: (i) solicit (directly or indirectly) any Customer or Prospective Customer of the Company to do business with a legal or natural person other than the Company, or (ii) solicit (directly or indirectly) any Customer of the Company to cease doing business with the Company; provided, however, that nothing in these covenants is intended to prohibit the Executive from soliciting business from any Company Customer or Prospective Customer where such business would not involve competition with the Company. It is otherwise the parties' intent that this covenant be construed as broadly as possible to protect and preserve the Company's Customer and Prospective Customer relationships within the temporal scope of the covenant. The parties agree that the two-year period provided in this covenant shall be extended by any length of time during which the Executive is in breach of the covenant. (e) Post-Termination Consulting Work by the Executive. Both parties acknowledge that the Executive intends to provide Consulting Services to individuals or entities that may be Customers or Prospective Customers during the two (2) years following termination of his employment with the Company, where such work would not be to the detriment of the Company's business, as determined by the Board in its sole discretion. "Consulting Services" shall consist of the following business activities by the Executive: (i) training of remediators and indoor environmental quality investigators in proper work practices; (ii) performing investigations of buildings with identified or suspected indoor environmental concerns and preparing recommendations as to the proper methods for correcting those problems; and (iii) providing expert witness services for indoor environmental litigation. Consulting Services shall not be regarded as a violation of the covenants set forth in this Agreement, where they would not 5 be to the detriment of the Company's business; however, the Executive agrees that in rendering Consulting Services during the two (2) years following termination of his employment, or otherwise engaging in post-termination consulting work during this two-year period, he shall not disparage the Company in any manner harmful to the Company, its business, its products, or its business reputation, or solicit customers to reduce their business with the Company or cease doing business with the Company, or otherwise do any act or make any statement to the detriment of the Company's business. (f) Covenant not to Solicit Employees. The Executive agrees that for a two (2) year period of time following termination of his employment relationship with the Company, he will not solicit or attempt to persuade Company employees to terminate their employment with the Company and accept other employment with a similar business within the United States. This covenant specifically prohibits solicitation of employees, in the event of termination of the Executive's employment, to work with or for the Executive in a business competing with the Company in the United States during the two-year period of the covenant. The Executive acknowledges that this covenant is appropriate in view of the specialized training provided by the Company to its employees, and the fact that the covenant is limited to solicitation of employees to terminate their employment and work for competitors or similar businesses. Both parties agree that the two-year period provided in this Section shall be extended by any length of time during which the Executive is in breach of the covenant. (g) Covenant of Duty of Loyalty. The Executive agrees that during the time that the Executive is working for the Company, the Executive will owe the Company a duty of loyalty, and that as part of this duty of loyalty, the Executive shall not engage in any form of business activity representing competition with the Company, or plan any post-employment competitive business activity. Similarly, the Executive, while employed by the Company, shall not appropriate for the Executive's own use any business opportunity for the Company, or plan such appropriation, or otherwise engage in conduct amounting to a conflict of interest. (h) Related Provisions. The Executive agrees that the rights of the Company provided by this Section 5 of this Agreement are special, unique and of extraordinary character and that the Company will be without an adequate remedy at law if the Executive violates any of those covenants. Accordingly, the Executive agrees that the Company shall be entitled to injunctive relief to enforce such covenants. It is also agreed that each of the covenants set forth in Section 5 of this Agreement is an agreement independent of any other provisions in this Agreement. If any such covenant is held invalid, void or unenforceable by a court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render any other provision of this Agreement unenforceable. It is the parties' intent that any covenant held overbroad by any court be enforced to the maximum extent deemed reasonable by that court. The existence of any claim or cause of action of the Executive against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (i) Definitions. For purposes of this Section: (1) Customer and Prospective Customer. The term "Customer" shall mean any legal or natural person who purchased goods or services from the Company, or who 6 was a referral source for such a purchase, during the two years preceding the date of the Executive's termination, and the term "Prospective Customer" shall mean any legal or natural person from whom the Company solicited business, either directly or as a referral source, during the two years preceding the date of the Executive's termination. (2) Company. The term "Company" shall mean, individually and collectively, the Company (as defined in the first paragraph of this Agreement) and each of the Company's Affiliates. (3) Affiliate. The term "Affiliate" shall mean any corporation or other entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Company (as defined in the first paragraph of this Agreement). (4) Protected Information. The term "Protected Information" shall mean any and all information and materials, in whatever form, whether or not reduced to writing and whether or not registerable, recordable or otherwise protected under applicable patent, copyright, trade secret, trademark or other form of intellectual property law, that the Executive has received, received access to, conceived or developed, in whole or in part, directly or indirectly, in connection with rendition of services to the Company, or through the use of any of the Company's facilities or resources, and regardless of how such information was communicated, disclosed, created or discovered, including both trade secrets and "know-how." Protected Information includes, but is not limited to, the following: (i) Company marketing plans, techniques and arrangements, sales plans, techniques and arrangements, customer lists, parts lists, budgets, projections, cost analyses and data, sales data, value data, prospect lists (including, without limitation, prospects and non-prospects, and ratings of potential), pricing and mark-up information, customer service plans and techniques, vendor data and lists, other mailing lists having business value, purchasing information, pricing policies, quoting procedures, and other materials or information relating to the Company's business and activities and the manner in which the Company does business; (ii) application, operating system, database, communication and other computer software, developed for use on any operating system, all modifications, enhancements and versions and all options available with respect thereto, all future products developed or derived therefrom, and all source and object codes, algorithms, and any related documentation or manuals; (iii) financial information of the Company, including, without limitation, information relating to profits and losses; (iv) any information or materials received by the Company from third parties in confidence or subject to non-disclosure or similar covenants; and (v) any notes, tapes, reference items, sketches, drawings, memoranda, analyses, compilations, studies, summaries and other material relating to other Protected Information, however documented. Notwithstanding the foregoing, Protected Information shall not include information that becomes publicly available, or is made available to the Executive by unaffiliated third parties, without breach of (1) this Agreement, (2) any other agreement or instrument to which the Company is a party or a beneficiary or to which such third party is a party or by which it is bound, or (3) any duty owed to the Company by the Executive or any third party, whether by contractual, legal, fiduciary or other obligation. 6. Indemnification. If the Executive becomes a party to any pending or completed action, suit or proceeding by reason of his acting as an officer, director, employee, agent or fiduciary of the Company or is or was serving at the request of the Company as an officer, 7 director, employee, agent or fiduciary of another corporation or entity, he shall be indemnified by the Company to the maximum extent permitted by Florida law and not inconsistent with the provisions of the certificate of incorporation and by-laws of the Company. 7. Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile, (c) one day after delivery to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail. The addresses for such notices shall be as follows: (a) For notices and communications to the Company: BBJ Environmental Technologies 6802 Citicorp Drive #500 Tampa, Florida 33619 Attn: CFO with a copy to: Richard A. Denmon, Esq. Carlton Fields P.O. Box 3239 Tampa, FL 33601 (b) For notices and communications to the Executive, to the address or facsimile set forth below his signature hereto. Any party hereto may, by notice to the other, change its address for receipt of notices hereunder. 8. General. (a) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by the laws of the State of Florida, without regard to any conflicts of laws principles thereof that would call for the application of the laws of any other jurisdiction. Both parties agree that all disputes, claims, actions or lawsuits between them, arising out of or relating to this Agreement, or for alleged breach of this Agreement, shall be heard and determined by a state court sitting in Hillsborough County, Florida, or by the United States District Court for the Middle District of Florida, or by any appellate courts which review decisions of those courts ("the Florida Courts"). The parties expressly submit to the jurisdiction of the Florida Courts for adjudication of all such disputes, claims, actions and lawsuits arising out of or relating to this Agreement, or for alleged breach of this Agreement, and agree not to bring any such action or proceeding in any other court. Both parties waive any defense of inconvenient forum as to the maintenance of any action or proceeding brought pursuant to this section of the Agreement in the Florida Courts, and waive any bond, surety, or other security that might be required of the other party with respect to any aspect of such action, to the extent permitted by law. Provided, however, that either party may bring a proceeding in a different court, jurisdiction or forum to 8 obtain collection of any judgment, or to obtain enforcement of any injunction or order, entered against the other party by the Florida Courts. (b) Amendment; Waiver. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. (c) Non-Disparagement. The Executive agrees that, during the Term and thereafter (including following the Executive's termination of employment for any reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. (d) Successors and Assigns. This Agreement shall be binding upon the Executive, without regard to the duration of his employment by the Company or reasons for the cessation of such employment, and inure to the benefit of his administrators, executors, heirs and assigns, although the obligations of the Executive are personal and may be performed only by him. This Agreement shall also be binding upon and inure to the benefit of the Company and its subsidiaries, successors and assigns, including any corporation with which or into which the Company or its successors may be merged or which may succeed to its assets or business. Accordingly, the Executive agrees that the restrictive covenants set forth in Section 5 of this Agreement may be assigned to successor employers or purchasers of the assets of the Company. (e) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original. (f) Entire Agreement. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and is intended (with the documents referred to herein) as a complete and exclusive statement of the terms of the agreement between the parties with respect thereto. (g) Deductions and Withholding. The Executive acknowledges and agrees that the Company shall be entitled to withhold from the compensation payable hereunder, including the Base Salary and Annual Bonus, if any, all federal, state, local or other taxes which the Company determines are required to be withheld on amounts payable to the Executive pursuant to this Agreement or otherwise. (h) Severability. The invalidity of one or more of the words, phrases, sentences, clauses or sections contained herein shall nor affect the enforceability of the remaining portions of this Agreement, or any part thereof, all of which are inserted conditionally 9 on their being valid in law, and, in the event any one of the words, phrases, sentences, clauses or sections in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word(s), phrase(s), sentence(s), clause(s) or section(s) had not been inserted. (i) Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (j) Waiver of Jury Trial. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY LAWSUIT BROUGHT BY EITHER PARTY UNDER OR PURSUANT TO THIS AGREEMENT. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. BBJ Environmental Technologies, Inc. By: /s/ Jerry V. Schinella --------------------------------- Name: Jerry V. Schinella Title: CFO EXECUTIVE: /s/ Robert G. Baker ------------------------------------ Robert G. Baker Address and Facsimile: 408 14th Street SW Ruskin, Florida 33570 Fax 813-645-1625 10 SCHEDULE A GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. 2000 EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN, AS AMENDED THIS GRANT OF OPTION (this "Agreement"), made on the _____ day of ____________, 200__, by and between BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), and ____________ (the "Optionee"). 1. Grant of Option. Subject to terms and conditions of this Agreement and those set forth in the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended (the "Plan"), the Company, with the approval and at the direction of its Board of Directors, hereby grants to Optionee an option (the "Option") to purchase _______________________ (________) shares of common stock, $0.001 par value per share (the "Common Stock" or "Shares"), of the Company at the Exercise Price set forth in this Agreement. The Shares that may be purchased upon the exercise of the Option are sometimes referred to in this Agreement as the "Option Shares". Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Plan. 2. Exercise Price. The Exercise Price of the Option is $_____ per Option Share. 3. Terms of the Option. (a) Type of Option. The Option is intended to be a nonstatutory option and is NOT an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. (b) Exercise Period. Subject to Section 3(c) of this Agreement, during the period commencing on the date of this Agreement ("Date of Grant") and terminating five (5) years after the Date of Grant (the "Exercise Period"), the Option may be exercised with respect to all or a portion of the Option Shares (in full Shares) to the extent that the Option has not previously been exercised in accordance with the vesting schedule ("Vesting Schedule"), which is attached hereto as Exhibit A and incorporated herein by reference. (c) Termination of Service. Notwithstanding the provisions of Section 3(b) of this Agreement: (i) Termination By Reason Of Death. If the Optionee's Employment Agreement with the Company, dated effective January 1, 2003 (the "Employment Agreement") terminates due to the death of the Optionee, then for a period of one year from the date of such death or until the end of the Exercise Period, whichever is shorter, the Option may be exercised to the extent that the Optionee was entitled to the exercise same under the Vesting Schedule at the time of death. (ii) Termination By Reason Of Disability. If the Employment Agreement terminates by reason of Optionee's Disability, as defined in the Employment Agreement, then the Option, then for a period of one year from the date of such termination of employment or until the end of the Exercise Period, whichever is shorter, the Option may be exercised to the extent that the Optionee was entitled to exercise same under the Vesting Schedule at the time of such termination; provided, however, that if the Optionee should die during such one year period, the unexercised portion of the Option shall thereafter be exercisable, but only to the extend that Optionee was entitled to exercise same under the Vesting Schedule at the time of termination referenced to in this Section 3(c)(ii), for a period of one year from the date of such death or until the end of the Exercise Period, whichever is shorter. (iii) Termination For Cause. If the Employment Agreement is terminated by the Company for Cause, as defined in the Employment Agreement, the unexercised portion of the Option shall terminate immediately and shall be null and void as of the time of such termination. As of the time of such termination, the unexercised portion of the Option will no longer be exercisable and no Shares pursuant to the unexercised portion of the Option may be purchased by the Optionee. (iv) Termination Without Cause. If the Employment Agreement is terminated by the Company for other than Cause or Disability, then any portion of the Option that has not vested as of the date of such termination shall become vested as of the date of such termination and the unexercised portion of the Option shall be exercisable until the end of the Exercise Period. (v) Other Termination Of Employment Agreement. If the Employment Agreement terminates for any reason other than a termination described in clauses Section 3(c)(i) through (iv) of this Agreement, then the unexercised portion of the Option shall terminate immediately and shall be null and void as of the time of such termination. As of the time of such termination, the unexercised portion of the Option will no longer be exercisable and no Shares pursuant to the unexercised portion of the Option may be purchased by the Optionee. 4. Method of Exercise. (a) Notice of Exercise. In order to exercise any portion of this Option, the Optionee shall notify the Company in writing of the election to exercise the Option and the number of Option Shares in respect of which the Option is being exercised. Such notice shall be delivered to the Secretary of the Corporation and shall be accompanied with the Exercise Price payable in the manner set forth in Section 4(b) below. The date specified in Optionee's notice as the date of exercise of the Option shall be deemed to be the date of exercise ("Date of Exercise"); provided, that, such date is at least five (5) days after the giving of such notice and that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date. Otherwise, the Date of Exercise shall be the date on which all conditions for issuance of Option Shares have been satisfied and such Option Shares have been issued by the Company. The certificate or certificates for Shares as to which the Option has been exercised shall be registered in the name of the Optionee. The notice must refer to this Agreement and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission, certified mail or hand-delivery bearing an authorized signature of Optionee. (b) Payment of Exercise Price. The Exercise Price for the Option Shares to be purchased upon exercise of an Option, in whole or in part, shall be paid to the Company in full on or before the Date of Exercise. The Exercise Price shall be paid by Optionee in immediately available funds by wire transfer, cash or by check deemed acceptable to the Committee. -2- (c) Failure to Pay or Accept Delivery. If the Optionee fails to pay for any of the Option Shares specified in its notice to exercise or fails to accept delivery thereof, the Optionee's right to purchase such Option Shares shall terminate and have no force and effect, in which event the Company and Optionee shall have no liability to each other with respect to this Option. 5. Restrictions on Exercise. This Option may not be exercised if the issuance of the Option Shares upon such exercise or the method of payment of consideration for such Option Shares would constitute a violation of any applicable federal or state securities law or any other law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company at the time of exercise of the Option as in the opinion of legal counsel for the Company may be required by any applicable law or regulation. Accordingly, the stock certificates for the Option Shares issued upon exercise of this Option may bear appropriate legends restricting transfer. 6. Sale of Common Stock Upon Exercise of Option; Legend. The Common Stock to be acquired pursuant to the exercise of this Option has been registered for resale pursuant to a Registration Statement on Form S-8 (Registration Statement No. 333-90700), which has been declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing, for so long as the Optionee shall be an "affiliate" of the Company as defined under Rule 144 promulgated under the 1933 Act: (a) the Common Stock shall be subject to the restrictions on transfer set forth in Rule 144 applicable to an "affiliate" as defined under Rule 144, and (b) the Common Stock may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, hypothecated or otherwise disposed of until an Opinion of Counsel, satisfactory to the Company, has been received by the Company, which opinion establishes that the transfer or resale of the Common Stock may be made by the Optionee in compliance with Rule 144. The stock certificates evidencing the Common Stock acquired by the Optionee upon exercise of the Option shall bear the following legend: "The Common Stock represented by this certificate is subject to the restrictions on transfer set forth in Rule 144 promulgated under the Securities Act of 1933, as amended, applicable to an "affiliate" as defined under Rule 144, and may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, hypothecated or otherwise disposed of until an Opinion of Counsel, satisfactory to the Company, has been received by the Company, which opinion establishes that the transfer or resale of the Common Stock may be made in compliance with Rule 144." 7. Non-Transferability of Option. Except as otherwise provided by the Plan, this Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be transferred in any manner other than by will or by the laws of descent and distribution. Any purported transfer in violation of this Section 7 shall be void ab initio and shall be of no force or effect. The terms of this Option shall be binding upon the executors, administrators, heirs, and successors of the Optionee. -3- 8. Adjustments Upon Changes in Capitalization or Merger. In the event of changes in the capitalization or organization of the Company (including, without limitation, a stock split or a stock dividend) or, if the Company is a party to a merger or other corporate reorganization, the number of Shares covered by this Option shall be adjusted in accordance with the provisions of Section 15 of the Plan. 9. Term of Option. Unless modified, extended, or renewed in accordance with Section 16 of the Plan, this Option may not be exercised after the expiration of the Exercise Period and may be exercised during such term only in accordance with the Plan and the terms of this Option. 10. Amendment of Option. The Board of Directors or the Committee may amend the Option and Plan at anytime, subject only to the limitations set forth in Section 16 of the Plan and by applicable law. 11. Not Employment or Consulting Contract. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ or service of the Company (or continue as a consultant of the Company). This is not an employment or consulting contract. 12. Income Tax Withholding. The Optionee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld by Federal, state or local laws as a result of the exercise of this Option. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the exercise of this Option, the Optionee agrees to pay the Company the amount of any such deficiency in cash within five (5) days after receiving a written demand from the Company to do so, whether or not Optionee is an employee of the Company at that time. 13. Notice. Any notice furnished pursuant to this Agreement shall be delivered in accordance with Section [7] of the Employment Agreement. 14. Incorporation by Reference. The Option is granted, and the Option Shares will be issued, pursuant to the Plan, the terms and conditions of which are incorporated herein by reference, and the Options and this Agreement shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. 15. Governing Law. This Agreement shall be interpreted, construed and governed according to the law of the State of Florida without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. 16. Submission to Jurisdiction. Both parties agree that all disputes, claims, actions or lawsuits between them, arising out of or relating to this Agreement, or for alleged breach of this Agreement, shall be heard and determined by a state court sitting in Hillsborough County, Florida, or by the United States District Court for the Middle District of Florida, or by any appellate courts which review decisions of those courts ("the Florida Courts"). The parties expressly submit to the jurisdiction of the Florida Courts for adjudication of all such disputes, claims, actions and lawsuits arising out of or relating to this Agreement, or for alleged breach of this Agreement, and agree not to bring any such action or proceeding in any other court. Both parties waive any defense of inconvenient forum as to the maintenance of any action or proceeding brought pursuant to this section of the Agreement in the Florida Courts, and waive any bond, surety, or other security that might be required of the other party with respect to any aspect of such action, to the extent permitted -4- by law. Provided, however, that either party may bring a proceeding in a different court, jurisdiction or forum to obtain collection of any judgment, or to obtain enforcement of any injunction or order, entered against the other party by the Florida Courts. [Rest of Page Intentionally Left Blank; Signatures on Following Page] -5- BBJ ENVIRONMENTAL TECHNOLOGIES, INC. a Nevada corporation By:_________________________________ Name:_______________________________ Title:______________________________ The Optionee acknowledges receipt of a copy of the Plan and the related prospectus and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors or the Committee upon any questions arising under the Plan. Dated:__________________ OPTIONEE:___________________________ Printed Name ___________________________ Signature -6- EXHIBIT A --------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended Optionee: Options Granted: ______________Shares Exercise Price: $______ per Share Date of Grant: __________, 200___ Exercise Period: ________, 200__ to_________, 200__ Expiration Date: _______, 200__

Vested Options Exercised to Date: __________ (including this exercise) Balance of Vested Options to be Exercised: __________ Page 1 of 2 EXHIBIT A --------- NOTICE OF EXERCISE (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: BBJ Environmental Technologies, Inc. The undersigned, the holder of the attached Grant of Option, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder, _______ shares of the Common Stock of BBJ Environmental Technologies, Inc. and herewith makes payment of _______________ therefor. Optionee requests that the certificates for such shares be issued in the name of Optionee and he delivered to Optionee at the address of ____________ ______________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan, as amended, be delivered to Optionee when and as appropriate. OPTIONEE: Dated:______________________ ___________________________________ Page 2 of 2 [EXHIBIT 3] AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of January 31, 2000, by and among Omega Development Incorporated, a Nevada corporation ("Purchaser" or "Omega"), BBJ Environmental Solutions, Inc. (hereinafter referred to as "BBJ") and the Stockholders of BBJ listed to at the foot of this Agreement (collectively referred to as the "Transferors"). W I T N E S S E T H: WHEREAS, Transferors will immediately prior to the Closing (as hereafter defined) be the owners and holders of 100% of BBJ's outstanding capital stock consisting of 5,683,333 shares of BBJ Common Stock held by 24 persons, 100,000 shares of Series A Preferred Stock currently convertible into 160,000 shares of BBJ Common Stock held by 7 persons and 171,875 shares of Series B Preferred Stock currently convertible into 275,000 shares of BBJ Common Stock held by 6 persons; and WHEREAS, the Omega Stockholders, consisting of 18 persons, are currently the owners and holders of 14,219,630 shares of Purchaser's Common Stock, $.001 par value, before giving effect to a one-for-three reverse stock split and the return to treasury of 3,465,000 shares, leaving them with 1,274,877 shares of Purchaser's Common Stock immediately before Closing; and WHEREAS, approximately 570 other Omega stockholders of record currently own 780,370 shares of Purchaser's Common Stock, $.001 par value, before giving effect to a one-for-three reverse stock split, resulting in approximately 260,123 shares of Purchaser's Common Stock to be owned by them immediately before closing, which when added to the 1,274,877 shares referred to above will total 1,535,000 outstanding Omega shares immediately before Closing; and WHEREAS, Purchaser is a publicly held corporation that desires to acquire control of a business which has growth potential; and WHEREAS, Purchaser desires to acquire 100% of the issued and outstanding shares of BBJ capital stock in exchange for 12,410,666 shares of Common Stock (subject to adjustment pursuant to Article 1.03 herein) of Purchaser (the "Omega Common Stock") in a tax free transaction pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986; NOW, THEREFORE, for and in consideration of the mutual representations, warranties, covenants and undertakings herein contained, and on the terms and subject to the conditions set forth herein, the parties hereto agree as follows: 1 ARTICLE I PURCHASE AND SALE ----------------- 1.01 Sale and Purchase of Stock. Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), the Transferors shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of any liens, claims, encumbrances and charges whatsoever, and Purchaser shall purchase, accept and acquire from the Transferors 5,683,333 shares of the BBJ Common Stock (subject to adjustment as provided in Article 1.03 herein), 100,000 shares of Series A Preferred Stock and 171,875 shares of Series B Preferred Stock owned by them, as referenced in the signature pages in Tables I through III below. Purchaser shall purchase, accept and acquire from the Transferors all the aforesaid securities. 1.02 Closing. The closing of the transaction contemplated hereby (the "Closing") shall occur on or before March 1, 2000 or such later date to which Purchaser and BBJ shall agree from time to time to adjourn same. The Closing shall occur at 10:00 A.M. in the offices of BBJ or at such other time and place as shall be mutually agreed to in writing by Purchaser and BBJ. In addition to any other closing conditions referenced herein, it is a condition precedent to the closing of this transaction that (i) Purchaser is current with all reports required to be filed under the Securities Exchange Act of 1934, as amended, (ii) Purchaser effects a one-for-three reverse stock split and a total of 3,465,000 post-split shares are sold back to the treasury of Purchaser at a purchase price of $.0001 per share and subsequently retired to the status of authorized but unissued shares of common Stock resulting in Purchaser having no more than 1,535,000 shares of Common Stock outstanding immediately prior to Closing, and (iii) Paul Shapansky, Herbert Maxwell, Dennis Rendfish, Robert A. Schneider, Lois Shapiro, Shai Sasson, Sidney Borenstein and Eric Bashford CRT shall be responsible for the stock sale back referenced in (ii) above. 1.03 Purchase Price. In consideration of the aforesaid securities of BBJ to be exchanged by the Transferors, Purchaser at the Closing shall deliver to Michael J. Gordon, as agent for the Transferors, certificates representing an aggregate of up to 12,410,666 shares of Omega Common Stock, free and clear of any liens, claims, encumbrances or charges whatsoever, registered as provided in the signature pages in Tables I through III below. In this respect, it is understood and agreed as follows: (i) Common Stockholders of BBJ shall receive two shares of Omega Common Stock in exchange for each share of BBJ Common Stock; and (ii) Series A and Series B Preferred Stockholders shall each receive 3.84 shares of Omega Common Stock in exchange for each share of BBJ Preferred Stock, rounded up to the nearest whole number in lieu of issuing any fractional shares of Omega Common stock. In the event that all Transferors named below do not execute this Agreement, a pro rata number of shares of Omega Common Stock will be delivered to the Transferors at Closing. However, it is a condition precedent to the closing of this Transaction that at least 90% of the BBJ Common Stockholders and 100% of the Preferred Stockholders execute this Agreement to become Transferors. Further, in the event that any additional shares of Common Stock are issued by BBJ prior to Closing, whether from the exercise of options or otherwise, it is a condition of this Transaction that such stockholders execute this Agreement to become Transferors and, in such event, the Purchaser will increase the number of shares of Omega's Common Stock to be issued at 2 Closing by an amount equal to two shares of Omega's Common Stock for each share of BBJ Common Stock. 1.04 Instruments of Transfer; Further Assurances. In order to consummate the transaction contemplated hereby, the following documents and instruments shall be delivered: (a) Documents from Transferors. At the Closing, Transferors shall deliver to Purchaser the BBJ stock certificates owned by them plus a duly executed stock power or other instrument of transfer for each such security with appropriate signature guarantees. (b) Documents from Purchaser. Pursuant to Article 1.03, Purchaser shall deliver to Michael J. Gordon, as agent for the Transferors, at the Closing, Omega stock certificates to which the Transferors are entitled to be in such denominations as shall be requested by BBJ not less than three (3) business days prior to the date of the Closing. (c) Further Documents. At the Closing, and at all times thereafter as may be necessary (i) Transferors shall execute and deliver to Purchaser such opinion of Counsel as may be reasonably necessary and other instruments of transfer as shall be reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the securities of BBJ owned by them and to comply with the purposes and intent of this Agreement, and (ii) Purchaser shall execute and deliver to Transferors such opinion of Counsel as may be reasonably necessary and other instruments, certificates and documents as shall be reasonably necessary or appropriate to convey to transferors, the Purchase Price and to comply with the purposes and intent of this Agreement. ARTICLE II PURCHASER'S REPRESENTATIONS AND WARRANTIES ------------------------------------------ Purchaser represents, warrants and covenants that, except as otherwise stated, the following are true and correct as of this date and will be true and correct through the date of the Closing as if made anew on and as of that date: 2.01 Organization and Good Standing. Purchaser is a orporation duly organized, validly existing and in good standing under the laws of the state of Nevada with all requisite power and authority to carry on business, to own properties, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to take all of the other actions provided for in or contemplated hereby. Purchaser is not presently qualified to transact business in the State of Florida but, prior to Closing, will qualify to do business in the State of Florida and will be in good standing at Closing. Purchaser currently has no active business operations and it is not required to be authorized to do business in any other jurisdiction. Purchaser has no subsidiaries or material assets or properties. 3 2.02 Authorization and Validity. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been or will be prior to Closing duly authorized by the Board of Directors of the Purchaser (and, to the extent required by applicable law or regulation, by the shareholders; notice to non-consenting shareholders will be given on or immediately after Closing). This Agreement constitutes (or will not later than the Closing constitute) the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms with the exception of applicable bankruptcy and insolvency laws. 2.03 No Violation. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby now or at any time in the future (whether with the giving of notice or passage of time or both) will (a) conflict with, or result in a violation or breach of the terms, conditions and provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Purchaser or any agreement, indenture or other instrument or undertaking of any kind or nature under which Purchaser is bound or to which the assets of Purchaser are subject, or result in the creation or imposition of any lien, claim, charge or encumbrance upon any of such assets or upon any of the stock of Purchaser, or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over Purchaser or the properties or assets of Purchaser. To the best of Purchaser's knowledge, Purchaser has complied (and will through the Closing comply) in all material respects with all applicable laws, regulations and licensing requirements, and has filed (and will through the date of the Closing file) with the proper authorities all necessary statements and reports, tax returns and all other filings of any kind or nature due at any time up through the date of the Closing. 2.04 Capitalization. The authorized capital stock of the Purchaser consists of 25,000,000 shares of Common Stock, $.001 par value per share, of which amount 15,000,000 shares are currently issued and outstanding, which will be reduced to 1,535,000 shares immediately prior to the Closing through a one-for-three reverse stock split and Paul Shapansky, Herbert Maxwell, Dennis Rendfish, Robert A. Schneider, Lois Shapiro, Shai Sasson, Sidney Borenstein and Eric Bashford CRT selling back to the Purchaser at a price of $.0001 per share a total of 3,465,000 shares of Purchaser's Common Stock. All of Purchaser's issued and outstanding shares have been validly issued and are fully paid and non-assessable. There are and as of the date of the Closing will be, no outstanding warrants, options, subscriptions or other rights of any kind or nature by which any person or entity can acquire any additional shares of Common Stock or other securities of any kind or nature of the Purchaser; no shareholder of Purchaser or other person or entity is entitled to any preemptive rights, rights of first refusal or other rights of any kind or nature arising out of or relating to the issuance of shares of Omega Common Stock to be issued to the Transferors under this Agreement; and there are (and as of the Closing will be) no other commitments requiring the issuance of any additional shares of the capital stock of the Purchaser except as described herein. All of the shares of Common Stock to be issued to the Transferors at the Closing will be duly authorized, fully paid and non-assessable shares and shall not be subject to any lien, claim, charge, encumbrance or shareholder agreement of any kind or nature, right of first refusal or preemptive rights. 4 2.05 Corporate Records. The copies of the Articles of Incorporation and all amendments thereto and the By-Laws, as amended, of Purchaser that will be delivered to BBJ at or prior to the Closing will be true, correct and complete. The minute book of Purchaser, copies of which will be delivered to BBJ at or prior to the Closing upon request will contain minutes of all meetings of and consents to all actions taken without meetings by the Board of Directors and the shareholders of Purchaser since the formation of Purchaser, all of which will be accurate in all material respects. The books and records, financial and others of Purchaser are in all material respects complete and correct and have been maintained in accordance with good business and accounting principles. 2.06 Financial Statements/SEC Filings. Purchaser will furnish BBJ a copy of Purchaser's audited financial statements for the fiscal year ended December 31, 1999 contained in its Form 10-KSB for that fiscal year; and will furnish a copy of all reports filed under the Securities Exchange Act of 1934, as amended, for the last three years. The information set forth in these filings are true, correct and complete in all material respects, and the financial statements contained therein fairly presents financial condition of the Purchaser as of those dates, and the results of its operations for those periods referred to in the financial statements, in accordance with generally accepted accounting principles consistently applied. Purchaser did not have, as of the date of each such balance sheet, except as to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheet or the notes thereto prepared in accordance with generally accepted accounting principles. Purchaser is, or will be as of the Closing, current in all SEC, income and franchise tax and other reporting and filing obligations consistent with law and its contractual undertakings (if any). 2.07 Absence of Certain Changes. Except for a $50,000 loan received from BBJ, since December 31, 1999, Purchaser has not: (a) suffered any material adverse change in its financial condition, assets, liabilities or business; (b) contracted for or paid any capital expenditures; (c) incurred any indebtedness or borrowed money, issued or sold any debt or equity securities or discharged or incurred any liabilities or obligations except in the ordinary course of business as heretofore conducted (as described in the Form 10-KSB for the year ended December 31, 1999); (d) mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of their properties or assets; (e) paid any material amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any material rights or claims; (f) suffered any damage or destruction to or loss of any assets (whether or not covered by insurance); (g) acquired or disposed of any assets or incurred any liabilities or obligations except in the ordinary course of business; (h) made any payments to its affiliates or associates or loaned any money to any person or entity; (i) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (j) entered into any employment, compensation, consulting or collective bargaining agreement or any other agreement of any kind or nature with any person or group, or modified or amended in any respect the terms of any such existing agreement; (k) entered into any other commitment or transaction or experienced any other event that relates to or affects in any way this Agreement or to the transactions contemplated hereby, or that has affected, or may adversely affect Purchaser's business, operations, assets, liabilities or financial condition; or (l) amended its Certificate of Incorporation or By-Laws beyond those provided to BBJ in accordance with Article 2.05 contained herein. 5 2.08 Disclosure. No representation or warranty by Purchaser in this Agreement nor any statement or certificate furnished or to be furnished by it pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein not misleading or necessary in order to provide BBJ and the Transferors with complete and accurate information. 2.09 Consents. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement, the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby, on the part of Purchaser. 2.10 Compliance with Laws. There are no existing violations of any applicable federal, state or local law or regulation involving the current or prior property and/or business of Purchaser; there are no known, noticed or threatened current or prior violations or any state of facts involving Purchaser which would constitute such a violation; and this Agreement and the consummation of the transactions contemplated hereby will not give rise to any such violation. 2.11 Litigation. Purchaser has not had any legal action or administrative proceeding or investigation instituted or, to the best of its knowledge, threatened against it. Purchaser is not (a) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to Purchaser or to its business, assets, operations or employees, or (b) in default with respect to any such order, writ, injunction or decree. Purchaser knows of no basis for any such action, proceeding or investigation. 2.12 Tax and Franchise Returns. Purchaser has prepared and filed, or has caused to be prepared and filed, with the appropriate United States, state and local government agencies, and all political subdivisions thereof, all tax and franchise returns required to be filed by, on behalf of or on account of the operations of Purchaser; all such returns required to be filed prior to the Closing will be so filed; and all taxes, assessments, interest and penalties required to be paid in respect of all periods covered thereby have and will be paid. The federal income tax returns of Purchaser have not been examined by the Internal Revenue Service and the state income tax returns have not been examined by state authorities. Purchaser has not executed or filed with the IRS or any other taxing authority (whether domestic or foreign) any agreement extending the period for assessments or collection of any income or other taxes. Purchaser is not a party to a pending action or proceeding by any domestic or foreign governmental authority for assessment or collection of taxes, nor has any written claim for assessment or collection of taxes been asserted against it. The federal and state income tax and franchise returns of Purchaser included in the Omega Schedules are true and correct. Copies of all federal and state income tax and franchise returns of Purchaser filed for all fiscal periods for the last six years have been supplied to BBJ. Such returns accurately reflect the taxes due for the periods covered thereby. 6 2.13 Purchaser Schedules. Purchaser has delivered (or will deliver prior to closing) to BBJ the following separate schedules, which are collectively referred to as the "Omega Schedules," certified by an officer of Omega to be complete and accurate: (a) Schedule "A": a copy of Purchaser's filings for the last five years under the Securities Exchange Act of 1934, as amended; (b) Schedule "B": a copy of Purchaser's Registration Statement and Prospectus pursuant to which Purchaser originally went public; (c) Schedule "C": recent Nevada and Florida good standing certificates; (d) Schedule "D": Copies of Certificate of Incorporation and By-Laws and all amendments thereto; (e) Schedule "E": Copies for the last six years and the most current federal, state and local income tax and/or franchise returns and any applicable extensions relating thereto; (f) Schedule "F": copies of all existing contracts and amendments thereto; (g) Schedule "G": Copies of all insurance plans; and (h) Schedule "H": Copies of all prior payroll returns. Purchaser will cause the schedules, instruments, and data delivered to BBJ hereunder to be updated after the date hereof to the Closing. 2.14 Undisclosed Liabilities. Purchaser has at closing no liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for taxes, except for liabilities owed to BBJ in the principal amount of $50,000 plus interest. 7 2.15 Contracts and Agreements. Purchaser has no contracts or agreements with any party which is not cancelable upon giving not more than thirty (30) days" notice without incurring any liability. Each of the contracts and agreements of Purchaser listed on the Disclosure Schedule is valid and subsisting in full force and effect as of the date hereof. Copies of all agreements and contracts in the Disclosure Schedule have been provided to BBJ to the extent that such contracts and agreements are written. 2.16 Insurance. The Disclosure Schedule contains a copy of any and all policies of insurance in force with respect to Purchaser. Purchaser carries all required public liability, workmen's compensation and other usual types of insurance of reasonable amounts and Purchaser will deliver to BBJ copies of any such policies and certificates of insurers showing such insurance to be in effect as of the date of this Agreement. Purchaser has not received notice from any existing insurance carrier of its intent to cancel any insurance policy provided in the Disclosure Schedule and to Purchaser's knowledge, any and all such policies are currently in full force and effect. All premiums due and payable on such policies have been paid and Purchaser is not a co-insurer under any term of any insurance policy. 2.17 Labor Disputes. Purchaser has no employees, employee benefit plans, Collective Bargaining Agreement, union contract, profit sharing plan, group life insurance, group health insurance and/or fringe benefit plan. The Company is not currently required to file any payroll returns. Copies of all prior payroll returns for the last six years have been supplied to BBJ at Closing in accordance with the Purchaser Disclosure Schedules. 2.18 Broker's Fees. Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 2.19 Interested Transactions. Purchaser is not a party to any contract, instrument, transaction or other arrangement with any officer or director of the Purchaser, or any member of their family, which continues on after the date hereof. ARTICLE III REPRESENTATIONS AND WARRANTIES OF BBJ ------------------------------------- BBJ represents, warrants and covenants that the following are true and correct as of this date and will be true and correct through the date of the Closing as if made anew on and as of that date and that parties will comply with the provisions of Articles 3.14 and 3.15 after Closing: 3.01 Organization and Good Standing. BBJ is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with all requisite power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to take all of the other actions provided for in or contemplated hereby. BBJ is not licensed to transact business outside of the State of Florida and it is not 8 required to do so by the nature and conduct of its business. BBJ has no active subsidiaries. 3.02 Authorization and Validity. The execution, delivery and performance of this Agreement by BBJ and the consummation of the transactions contemplated hereby have been or will be prior to Closing duly authorized by BBJ. This Agreement constitutes or will constitute legal, valid and binding obligations of BBJ, enforceable against BBJ in accordance with its terms. This Agreement will, at the time of the Closing, be authorized by the Board of Directors (and stockholders, if required) of BBJ and will constitute the valid and binding agreement of BBJ, enforceable in accordance with its terms, and neither the execution or delivery of this Agreement nor the consummation by BBJ of the transactions contemplated hereby (i) violates any statute or law or any rule, regulation or order of any court or any governmental authority, or (ii) violates or conflicts with, or constitutes a default under or will constitute a default under, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which BBJ is a party or by which BBJ is bound. 3.03 No Violation. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby now or at any time in the future (whether with the giving of notice or passage of time or both) will (a) conflict with, or result in a violation or breach of the terms, conditions and provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of BBJ or any agreement, indenture or other instrument or undertaking of any kind or nature under which BBJ is bound or to which the assets of BBJ are subject, or result in the creation or imposition of any lien, claim, charge or encumbrance upon any of such assets or upon any of the stock of BBJ, or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over BBJ or the properties or assets of BBJ. BBJ has complied (and will through the Closing comply) in all material respects with all applicable laws, regulations and licensing requirements, and has filed (and will through the date of the Closing file) with the proper authorities all necessary statements and reports, tax returns and all other filings of any kind or nature due at any time up through the date of the Closing. BBJ possesses all necessary licenses, franchises, permits and governmental authorizations to conduct its business as now or heretofore conducted and as this Agreement contemplates it will be conducted after the Closing. 3.04 Capitalization. As of the date hereof, BBJ had an authorized capitalization of 30,000,000 shares of Common Stock, $.0005 par value, of which 5,683,333 shares are issued and outstanding. BBJ has outstanding options and/or warrants of BBJ to purchase a total of 3,306,343 shares of Common Stock. BBJ also has 5,000,000 shares of Preferred Stock, $2.00 par value, authorized, consisting of 100,000 shares of Series A Preferred Stock outstanding and 171,875 shares of Series B Preferred Stock outstanding. The record and beneficial shareholders of at least 90% of the outstanding BBJ Common Stock, 100,000 shares of Series A Preferred Stock and 171,875 shares of Series B Preferred Stock at the time of the Closing will be the Transferors, which capital stock will be owned free and clear by the Transferors of all liens, claims, encumbrances, equities and proxies. Each outstanding share of capital stock at the time of Closing will be legally and validly issued and fully paid and non-assessable. There will be, at the time of the Closing, no 9 other outstanding securities, obligations, rights, subscriptions, warrants, options or other rights to purchase shares of capital stock of BBJ except for options to purchase 2,806,343 shares of BBJ Common Stock and warrants to purchase 500,000 shares of BBJ Common Stock. After Closing, BBJ intends to utilize its best efforts to exchange BBJ options/warrants for Purchaser's options/warrants on terms to be determined by the Board of Directors of Purchaser. It also intends to complete the private placement referenced in Article 7.02. 3.05 Corporate Records. The copies of the Articles of Incorporation and all amendments thereto and the By-Laws of BBJ that will be delivered to Purchaser at or prior to the Closing will be true, correct and complete. The minute book of BBJ, copies of which will be delivered to Purchaser at or prior to the Closing will contain minutes of all meetings of and consents to all actions taken without meetings by the Board of Directors and the shareholders of BBJ since the formation of BBJ, all of which will be accurate in all material respects. The books and records, financial and others of BBJ are in all material respects complete and correct and have been maintained in accordance with good business and accounting principles. 3.06 Financial Statements. The unaudited financial statements of BBJ for the nine months ended September 30, 1999 (the "BBJ Financial Statements") fairly present the financial position of BBJ as of the balance sheet dates included therein and the results of its operations and changes in cash flow for the periods covered. The BBJ Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. Each of such balance sheets presents fairly the financial condition of BBJ as of its date. BBJ did not have, as of the date of each of such balance sheet, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto prepared in accordance with generally accepted accounting principles. Such statements of operations and stockholders' equity present fairly the results of operations and changes in stockholders' equity of BBJ for the periods indicated. Such statements of changes in cash flow present fairly the information which should be presented therein in accordance with generally accepted accounting principles. 3.07 Absence of Certain Changes. Since December 31, 1999, BBJ has not: (a) suffered any material adverse change in its financial condition, assets, liabilities or business; (b) acquired or disposed of any assets or incurred any liabilities or obligations or borrowed money, issued or sold any debt or equity securities or discharged or incurred any liabilities or obligations except in the ordinary course of business as heretofore conducted; (c) mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of their properties or assets; (d) paid any material amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any material rights or claims; (e) suffered any damage or destruction to or loss of any assets (whether or not covered by insurance); (f) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (g) entered into any other commitment or transaction or experienced any other event that relates to or affects in any way this Agreement or to the transactions contemplated hereby, 10 or that has affected, or may adversely affect BBJ's business, operations, assets, liabilities or financial condition; or (h) amended its Certificate of Incorporation or By-Laws. 3.08 Disclosure. No representation or warranty by BBJ in this Agreement nor any statement or certificate furnished or to be furnished by it pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein not misleading or necessary in order to provide Purchaser with complete and accurate information. 3.09 Consents. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement, the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby, on the part of BBJ. 3.10 Compliance with Laws. There are no existing violations of any applicable federal, state or local law or regulation involving the property or business of BBJ; there are no known, noticed or threatened violations or any state of facts involving BBJ which would constitute such a violation; and this Agreement and the consummation of the transactions contemplated hereby will not give rise to any such violation. 3.11 Litigation. BBJ has not had any legal action or administrative proceeding or investigation instituted or threatened against it. BBJ is not (a) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to BBJ, or to its business, assets, operations or employees, or (b) in default with respect to any such order, writ, injunction or decree. Such persons know of no basis for any such action, proceeding or investigation. 3.12 Tax and Franchise Returns. BBJ has prepared and filed, or has caused to be prepared and filed, with the appropriate United States, state and local government agencies, and all political subdivisions thereof, all tax and franchise returns required to be filed by, on behalf of or on account of the operations of BBJ; all such returns required to be filed prior to the Closing will be so filed; and all taxes, assessments, interest and penalties required to be paid in respect of all periods covered thereby have and will be paid. Such returns accurately reflect the taxes due for the periods covered thereby, exceptfor amounts which, in the aggregate, are immaterial. The federal income tax returns of BBJ have not been examined by the Internal Revenue Service and the state income tax returns have not been examined by the applicable State Department which audits such returns. 3.13. BBJ Schedules. BBJ has made available (and will upon request deliver prior to closing) to Purchaser the following separate schedules, which are collectively referred to as the "BBJ Schedules," certified by an officer of BBJ to be complete and accurate. (a) Schedule "A": copies of the Certificate of Incorporation and By-Laws of BBJ, including all amendments thereto, now in effect or to be in effect; 11 (b) Schedule "B": copies of all financial statements identified in Article 3.06; (c) Schedule "C": copies of all material contracts , leases, and other instruments to which BBJ is a party or is bound (other than insurance policies). (d) Schedule "D": a list setting forth the name and address of each shareholder of BBJ and for each such shareholder, the number of shares of BBJ capital stock held; BBJ shall cause the schedules, instruments, and data delivered to Purchaser hereunder to be updated after the date hereof to the Closing. 3.14 Information for Purchaser's Report on Form 8-K. BBJ will furnish Purchaser with all information concerning BBJ and its affiliates required for inclusion in the current report on Form 8-K to be filed by Purchaser pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to report the consummation of this Agreement. BBJ represents and warrants to Purchaser that all information so furnished for such report or other public release by Purchaser shall be true and correct in all material respects without omission of any material fact required to make the information stated not misleading. 3.15 Audited Financial Statements. On or before 75 days from the date hereof, BBJ shall deliver to Purchaser audited financial statements for its most recently completed fiscal year, including the notes thereto, together with the opinion of the independent accountants of BBJ as required under Form 8-K pursuant to the Exchange Act. All such financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and applicable provisions of Regulation S-B promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The balance sheets shall present fairly the financial condition of BBJ as of the dates required and shall contain all liabilities or obligations (absolute or contingent) which should be reflected on a balance sheet or the notes thereto prepared in accordance with generally accepted accounting principles. Such statement of operations shall present fairly the results of operations for the period(s) indicated. The statements of cash flow and stockholders' equity shall present fairly the information, which should be presented therein in accordance with generally accepted accounting principles. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRANSFERORS --------------------------------------------- The Transferors represent, warrant and covenant that the following are true and correct as of this date and will be true and correct through the date of the Closing as if made anew on and as of that date and the Transferees will comply with the provisions of Article 4.08 after Closing: 12 4.01 Organization and Good Standing. Each corporate Transferor, if any, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, with all requisite power and authority to carry on the business in which it is and/or has been engaged, to own the properties it owns, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to take all of the other actions provided for in or contemplated hereby. 4.02 Authorization and Validity. The execution, delivery and performance of this Agreement by each non-individual Transferor and the consummation of the transactions contemplated hereby have been or will be prior to Closing duly authorized by each non-individual transferor. This Agreement constitutes or will constitute legal, valid and binding obligations of the Transferors, enforceable against the Transferors in accordance with its terms. This Agreement will, at the time of the Closing, be authorized by the Board of Directors or governing body of each non-individual Transferor and will constitute the valid and binding agreement of the Transferors, enforceable in accordance with its terms, and neither the execution or delivery of this Agreement nor the consummation by the Transferors of the transactions contemplated hereby (I) violates any statute or law or any rule, regulation or order of any court or any governmental authority, or (ii) violates or conflicts with, or constitutes a default under or will constitute a default under, any contract, commitment, agreement, understanding, arrangement, or restriction of any kind to which the Transferors are a party or by which the Transferors are bound. 4.03 No Liens or Encumbrances. The record and beneficial shareholders of up to 5,683,333 shares of BBJ Common Stock (subject to adjustment as set forth in Article 1.03 herein), 100,000 shares of Series A Preferred Stock and 171,875 shares of Series B Preferred Stock at the time of the Closing will be the Transferors, which capital stock will be owned free and clear by the Transferors of all liens, claims, encumbrances, equities, proxies and other agreements and the Transferors shall have the unqualified right to transfer the BBJ securities to the Purchaser. 4.04 Disclosure. No representation or warranty by any Transferor in this Agreement nor any statement or certificate furnished or to be furnished by it pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained therein not misleading or necessary in order to provide Purchaser with complete and accurate information. 4.05 Consents. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement, the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby, on the part of the Transferors. 4.06 Litigation. The Transferors have not had any legal action or administrative proceeding or investigation instituted or threatened against them. The Transferors are not (a) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to the BBJ securities owned by them, or (b) in default with respect to 13 any such order, writ, injunction or decree. The Transferors know of no basis for any such action, proceeding or investigation. 4.07 Transferor Representations. Each of the Transferors will cause a counterpart copy of this Agreement to be signed for purposes of representing and warranting that the shares of BBJ capital stock being sold by him, her or it are owned of record and beneficially by that Transferor, and are being sold free and clear of any lien, claim, charge, encumbrance, equity, proxy of any kind or other agreement. 4.08 Information for Purchaser's Report on Form 8-K. The Transferors will furnish Purchaser with all information concerning them and their affiliates required for inclusion in the current report on Form 8-K to be filed by Purchaser pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to report the consummation of this Agreement. The Transferors represent and warrant to Purchaser that all information so furnished for such report or other public release by Purchaser shall be true and correct in all material respects without omission of any material fact required to make the information stated not misleading. 4.09 Approval of Third Parties. To the extent any consent and approvals of third parties are necessary to effect the transactions contemplated in this agreement, the Transferors will obtain the same. 4.10 Representation Letters. The Transferors confirm their understanding that the Omega Common Stock to be received by them is restricted and may not be freely resold unless the shares are registered or an exemption from registration is available. Further, the Transferors consent to an appropriate Securities and Exchange Commission restrictive legend to be placed on each certificate of Purchaser to be issued and delivered to them. Such legend shall read substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SAID ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT THEN REQUIRED UNDER SAID ACT." ARTICLE V BBJ'S ADDITIONAL UNDERTAKINGS ----------------------------- 14 Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions: 5.01 Opinion. Counsel to BBJ shall have delivered to Purchaser its opinion, dated the Closing Date, in form and substance reasonably satisfactory to counsel for Purchaser, to the effect that (a) BBJ is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has duly qualified to do business and is in good standing in the states where the nature of its business makes such qualification necessary, (b) BBJ has full corporate power and authority to execute and perform this Agreement, (c) this Agreement has been duly authorized by all necessary corporate action on the part of BBJ, and has been duly executed and delivered by BBJ and constitutes the legal, valid and binding obligation of BBJ, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or the availability of equitable remedies, (d) to the best of such counsel's knowledge, immediately prior to the Closing, the authorized, issued and outstanding capital stock of BBJ will be as set forth in Article 3.04, (e) neither the execution and performance of this Agreement nor the consummation of the transactions contemplated hereby by BBJ will conflict with, or result in a breach of the terms, conditions and provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of BBJ or, to the best of such counsel's knowledge, any agreement, indenture or other instrument of which such counsel has knowledge under which BBJ is bound or to which any of the assets of BBJ is subject, or to the best of such counsel's knowledge, result in the creation or imposition of any lien, charge or encumbrance upon any such assets, and (f) to the best of such counsel's knowledge, there are no options, warrants or other securities or rights outstanding which are convertible into or exercisable for any shares of capital stock of BBJ, except as described in Article 3.04. 5.02 Consents and Approvals. BBJ shall have obtained, and delivered to Purchaser evidence thereof, all consents and approvals (if any) required to be obtained by it in connection with the consummation of the transactions contemplated hereby. ARTICLE VI ADDITIONAL UNDERTAKINGS OF PURCHASER ------------------------------------ Except as may be waived in writing by BBJ, the obligations of the Transferors hereunder are subject to fulfillment at or prior to the Closing of each of the following conditions in addition to those provided for in Article 1.02 hereof: 6.01 Opinion. Counsel to Purchaser shall have delivered to BBJ its opinion, dated the Closing Date, in form and substance reasonably satisfactory to counsel for BBJ to the effect that (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has duly qualified to do business and is in good standing in the State of Florida which is the only state where the nature of its business makes such qualification necessary, (b) Purchaser has full corporate power and authority to execute and perform this Agreement, (c) this Agreement has been duly authorized by all necessary corporate action on the part of Purchaser, and has been duly 15 executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally or the availability of equitable remedies, (d) immediately prior to the Closing, the authorized, issued and outstanding capital stock of Purchaser will be as set forth in Article 2.04 after completing the one-for-three reverse stock split and stock sale back to Purchaser referenced therein, (e) neither the execution and performance of this Agreement nor the consummation of the transactions contemplated hereby by Purchaser will conflict with, or result in a breach of the terms, conditions and provisions of, or constitute a default under the Articles of Incorporation or By-Laws of Purchaser or, to the best of such counsel's knowledge, any agreement, indenture or other instrument of which such counsel has knowledge under which Purchaser is bound or to which any of the assets of Purchaser is subject, or to the best of such counsel's knowledge, result in the creation or imposition of any lien, charge or encumbrance upon any such assets, (f) to the best of such counsel's knowledge, there are no options, warrants or other securities or rights outstanding which are convertible into or exercisable for any shares of capital stock of Purchaser, and (g) to the best of such counsel's knowledge, the Purchaser is current and has filed all reports required under the securities Exchange Act of 1934, as amended, and to the best of such counsel's knowledge, the Purchaser's Form 10-KSB for its fiscal year ended December 31, 1999 is accurate and complete and does not contain any untrue statement(s) of a material fact or omit to state a material fact necessary to make the statement(s) contained therein not misleading or necessary in order to provide readers of the Form 10-KSB with complete and accurate information. 6.02 Consents and Approvals. Purchaser shall have obtained, and delivered to BBJ and to Michael J. Gordon as agent for the Transferors evidence thereof, all consents and approvals (if any) required to be obtained by it in connection with the consummation of the transactions contemplated hereby. 6.03 Filing of SEC Forms. In addition to the previously referenced filings, a Form 8-K shall be filed by Purchaser promptly upon the Closing to reflect these transactions. 6.04 Board Representation. At or prior to the Closing, the current members of the Board of Directors and executive officers of Purchaser shall resign one by one with each vacancy created thereby to be filled by a person designated by Robert G. Baker or Jerry V. Schinella. 6.05 Delivery of Corporate Records. At or prior to the Closing, Purchasers shall deliver to Michael J. Gordon, all the corporate and business records of Purchasers, including, but not limited to the Minute Book, book of accounts, all financial statements, all banking records and banking resolutions naming new signatories covering all cash owned by Purchasers. ARTICLE VII ADDITIONAL UNDERTAKING BY PURCHASER AND BBJ ------------------------------------------- 7.01 Access to Corporate Records. BBJ and the Purchaser agree to allow the other Party's professional representatives and executive officers access to the books and 16 records of the other Party at anytime prior to the Closing, after giving the other party at least three business days prior written notice. 7.02 Cooperation of Parties. BBJ and the Purchaser will cooperate with each other in the preparation of a $2,000,000 (i.e. 1,000,000 post-split shares at an estimated price of $2.00 per share) Private Placement Memorandum of Purchaser and the Purchaser's Form S-8 Registration Statement and Purchaser's Form SB-2 Registration Statement to be filed with the Securities and Exchange Commission. Executive officers and directors of BBJ will become executive officers and directors of Purchaser immediately after Closing. From the execution of this Agreement until the Closing Date, all proceeds received under the private placement offering will be escrowed and released to Purchaser only after Closing of this Agreement. The Form S-8 Registration Statement will cover an employee benefit plan. After the completion of the above referenced Private Placement Offering, it intends to file the Form SB-2 Registration Statement to register the resale of shares of Purchaser's Common Stock issuable upon exercise of (i) certain options of Purchaser to be granted to GunnAllen Financial, Inc. in exchange for its BBJ options and (ii) certain warrants of Purchaser to be granted to Titan Gulf Partners, Ltd. in exchange for its BBJ warrants, the resale of shares of Purchaser's Common Stock sold in the private placement offering, the Purchaser's Common Stock issuable to the January 3, 2000 private offering Common Stockholders and to the Series A and Series B Preferred Stockholders who are both Transferors under this Agreement and the resale of Purchaser's Common Stock issuable to Transferors Lester Morse, Steven Morse and Adrienne Grody as part of the consideration for Lester Morse P.C. representing the Purchaser after closing in connection with filing of the aforesaid Registration Statements. ARTICLE VIII OTHER AGREEMENTS ---------------- 8.01 BBJ Loan. BBJ intends (or has loaned) $50,000 to Omega against delivery of a demand Promissory Note payable with interest at the rate of 6% per annum. Omega represents that such monies have been (or will be) utilized for the payment of legal and accounting expenses in connection with this transaction and the purpose of bringing Omega current under the Securities Exchange Act of 1934, as amended, and retiring all debt, accounts payable and accrued expenses through the Closing Date so that Omega will have no liabilities (other than the $50,000 owed to BBJ) or commitments (whether accrued or not) and will be (other than the $50,000 owed to BBJ) a clean shell as of the Closing Date. 8.02 Indemnification by Herbert Maxwell and Paul Shapansky. Paul Shapansky and Herbert Maxwell (the "Indemnitors") shall indemnify and hold harmless BBJ and the Purchaser at all times after the date of this Agreement against and in respect of: (a) Undisclosed Liabilities. At closing, the Purchaser shall present a Closing Balance Sheet which is expected to demonstrate that Purchaser shall have no assets or liabilities except $50,000 owed to BBJ as referenced in Article 8.01. Such indemnification shall pertain to all liabilities of the Purchaser of any nature, whether accrued, absolute, contingent, or otherwise, existing at the Closing Date, to the extent not 17 reflected or reserved against in full in the Purchaser's Closing Balance Sheet, including, without limitation, any tax liabilities to the extent not so reflected or reserved against, accrued in respect of, or measured by the Purchaser's income for any period prior to the Closing Date, or arising out of transactions entered into, or any state of facts existing, prior to the Closing Date; (b) Misrepresentations. Any damage or deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of the Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to BBJ and the Transferors hereunder; and (c) Incidental Expenses. All actions, suits, proceedings, demands, assessments, judgments, costs, attorney's fees, and expenses incident to any of the foregoing. The Indemnitors shall reimburse BBJ or, at is election, the Purchaser (the "Indemnities"), on demand, for any payment(s) made by the Indemnities at any time after the Closing Date, in respect of any liability, claim and/or individual expenses to which the foregoing indemnity relates under (a) and (c) above. In the event of an undisclosed liability or claim, the Indemnitors shall be given notice in writing by the Purchaser of a prospective claim for indemnification that has or may arise. The Indemnitors shall be given a reasonable period of time not to exceed 30 days to clear up the matter at their sole cost. If the Indemnitors are unsuccessful, then the Indemnities at their sole discretion may settle the matter and charge the Indemnitors with responsibility to promptly reimburse the Indemnities upon receipt of a demand for payment. The Board of Directors of the Indemnities may, at its sole option and discretion, accept cash, property and/or securities (including the return for cancellation of Purchaser's Common Stock at the then fair market value) in settlement of payment sought from the Indemnitors pursuant to the terms of this Article 8.02. 8.03 Waiver of Jury Trial. All of the parties hereby waive trial by jury in any action or proceeding of any kind with respect to, in connection with or arising out of this Agreement, any instrument, document or Indemnification Agreement delivered pursuant hereto, or the validity, protection, interpretation, administration, collection or enforcement hereof or thereof. ARTICLE IX MISCELLANEOUS ------------- 9.01 Amendment. This Agreement may be amended, modified or supplemented only by an instrument in writing executed by the party against which enforcement of the amendment, modification or supplement is sought. 9.02 Parties in Interest. This Agreement shall be binding on and inure to the benefit of and be enforceable by Transferors, BBJ, and the Purchaser, their respective 18 heirs, executors, administrators, legal representatives, successors and assigns. The representations, warranties and other provisions hereof shall survive the Closing. 9.03 Assignment. Neither this Agreement nor any right created hereby shall be assignable by any party hereto. 9.04 Notice. Any notice or other communication hereunder must be in writing and given by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested or by delivering the same in person against receipt. Notice shall be deemed received on the date on which it is hand-delivered or on the third business day following the date on which it is so mailed. For purposes of notice, the addresses of the parties shall be: If to BBJ and the Transferors: With a copy to: ------------------------------ --------------- c/o Michael J. Gordon Lester Morse P.C. BBJ Environmental Solutions, Inc. 111 Great Neck Road 6802 Citicorp Boulevard Inc. Suite 420 Suite 500 Great Neck, New York 11021 Tampa, FL 33619 If to Purchaser: With a copy to Purchaser's attorney: ---------------- --------------------------- Paul Shapansky Del L. Gustafson, Esq. c/o Health Net Hall Estill Hardwick Gable 131-06 Commerce Parkway Golden & Nelson, P.C. Merrimar, FL 33025 320 S. Boston Ave., Suite 400 Tulsa, OK 74103 And Omega Development Incorporated 8726 South Florence Avenue Tulsa, OK 74137 Any party may change its address or addresses for notice by written notice given to the other parties. 9.05 Entire Agreement. This Agreement and any exhibits hereto supersede all prior agreements and understandings between the parties relating to the subject matter hereof, except that the obligations of any party under any agreement executed pursuant to this Agreement shall not be affected by this Article. 9.06 Costs, Expenses and Legal Fees. Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys' and accounting fees) except that each party hereto agrees to pay the costs and expenses, including reasonable attorneys' fees, incurred by the other parties in successfully (i) enforcing any of the terms of this Agreement against a party 19 alleged to be in breach, or (ii) proving that the other parties breached any of the terms of this Agreement in any material respect. 9.07 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance hear from. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable. 9.08 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed, construed and enforced in accordance with the laws of the State of Florida. The parties agree that any litigation relating directly or indirectly to this Agreement must be brought before and determined by a court of competent jurisdiction sitting in the State of Florida and County of Hillsborough. 9.09 Captions. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof. 9.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 9.11 Waiver. No waiver of any term or provision hereof shall be effective unless in writing, signed by the party to be charged. 9.12 Brokerage and Finder's Fees. Each of the parties hereto represents and warrants to the others that neither such party nor its officers or directors have employed any broker or finder or have made arrangements for the payment of any brokerage commissions or finder's fees in connection with the transactions contemplated by this Agreement and are not otherwise obligated to pay any such fee or commission, except for warrants already granted to Titan Gulf Partners, Ltd., as described in Article 3.04, for its finder and consulting services in connection with this Transaction and to compensate Titan for certain future financial consulting services to be rendered by it. In the event that any claim is asserted by any other person claiming a commission or finder's fee with respect to this Agreement or the transactions contemplated hereby arising from any act, representation, or promise of such person or its representatives, such party will indemnify the other parties against and hold them harmless from any cost or expense with respect thereto. 9.13 Press Releases and Public Announcements. No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other parties or their attorneys, provided, however, that any party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities 20 (in which case the disclosing party will use its best efforts to advise the other parties prior to making the disclosure). IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. PURCHASER: OMEGA DEVELOPMENT INCORPORATED By: /s/ A. Paul Shapansky ----------------------------- A. Paul Shapansky, President BBJ ENVIRONMENTAL SOLUTIONS, INC. By: /s/ Jerry V. Schinella ----------------------------- Jerry V. Schinella, President 21

25 [EXHIBIT 4] GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), hereby grants to Robert G. Baker ("Optionee") an option to purchase 138,758 shares of common stock, $.001 par value (the "Shares") of the Company at the purchase price of $1.1675 per share (the "Purchase Price"). This Grant of Option is exercisable in whole or in part, and upon payment in cash, check or money order, or other form of equivalent cash payment acceptable to the Company, to the offices of the Company at 6802 Citicorp Blvd., Suite 500, Tampa, Florida 33619. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, in the event the Optionee's employee status with the Company or an Affiliated Corporation as defined in the Plan, ceases or terminates for any reason whatsoever, whether voluntary, involuntary or by contract, this Grant of Option shall terminate immediately with respect to all unvested options and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall terminate no later than either: 1) thirty days after the date of cessation or termination of employee status, as determined in the sole discretion of the Company; or 2) such other date as set forth in a written agreement between the Optionee and the Company, but in no event later than the Expiration Date of this Option as defined herein; and no rights hereunder may be exercised after said date. The foregoing paragraph shall not apply to any Grant of Option granted to a non-employee of the Company. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, any Grant of Option for services as a director, consultant or advisor to the Company, shall terminate immediately with respect to all unvested options in the event such person ceases to serve as a director, consultant or advisor to the Company and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall continue in force and effect until the expiration date Subject to the preceding paragraph, this Grant of Option, or any portion thereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than May 15, 2006 (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Services Compensation Plan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. This Grant of Option shall be considered validly exercised once payment therefore has cleared the banking system and the Company has received written notice of such exercise. If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Grant of Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of Hillsborough, Florida. The shares of Common Stock issued upon exercise of this Grant of Option (the "Underlying Shares") are subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. This Grant of Option may not be assigned, transferred or hypothecated (except under the laws of descent and distribution) and any purported assignment, transfer or hypothecation shall be void ab initio and shall be of no force or effect. The Underlying Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. The grant of this Option is subject to the conditions contained above and in the Company's 2000 Employee Benefit and Consulting Services Compensation Plan, a copy of which is appended hereto. In the event of a conflict between this Option and the Plan, the Plan shall control. IN WITNESS WHEREOF, this Grant of Option has been executed effective as of June 28, 2001. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. BY MICHAEL J. GORDON VICE PRESIDENT - CORPORATE ADMINISTRATION By: /s/ Michael J. Gordon -------------------------------------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan. Optionee: Robert G. Baker Options Granted: 138,758 Shares Purchase Price: $1.1675 per Share Date of Grant: June 28, 2001 Exercise Period: June 28, 2001 to May 15, 2006 Expiration Date: May 15, 2006

Vested Options Exercised to Date: ___________ (including this exercise) Balance of Vested Options to be Exercised: ___________ ========================================================================== NOTICE OF EXERCISE (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: BBJ Environmental Technologies, Inc. ("Optionor") The undersigned, the holder of the Grant of Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder, ______ shares of the Common Stock of BBJ Environmental Technologies, Inc., and herewith makes payment of _____________ therefore. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of _____________________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, be delivered to Optionor when and as appropriate. OPTIONEE: Dated: ____________________ ______________________________________ [EXHIBIT 5] GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), hereby grants to Robert G. Baker ("Optionee") an option to purchase 80,000 shares of common stock, $.001 par value (the "Shares") of the Company at the purchase price of $1.00 per share (the "Purchase Price"). This Grant of Option is exercisable in whole or in part, and upon payment in cash, check or money order, or other form of equivalent cash payment acceptable to the Company, to the offices of the Company at 6802 Citicorp Blvd., Suite 500, Tampa, Florida 33619. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, in the event the Optionee's employee status with the Company or an Affiliated Corporation as defined in the Plan, ceases or terminates for any reason whatsoever, whether voluntary, involuntary or by contract, this Grant of Option shall terminate immediately with respect to all unvested options and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall terminate no later than either: 1) thirty days after the date of cessation or termination of employee status, as determined in the sole discretion of the Company; or 2) such other date as set forth in a written agreement between the Optionee and the Company, but in no event later than the Expiration Date of this Option as defined herein; and no rights hereunder may be exercised after said date. The foregoing paragraph shall not apply to any Grant of Option granted to a non-employee of the Company. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, any Grant of Option for services as a director, consultant or advisor to the Company, shall terminate immediately with respect to all unvested options in the event such person ceases to serve as a director, consultant or advisor to the Company and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall continue in force and effect until the expiration date Subject to the preceding paragraph, this Grant of Option, or any portion thereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than May 15, 2006 (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Services Compensation Plan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefore. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. This Grant of Option shall be considered validly exercised once payment therefore has cleared the banking system and the Company has received written notice of such exercise. If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Grant of Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of Hillsborough, Florida. The shares of Common Stock issued upon exercise of this Grant of Option (the "Underlying Shares") are subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. This Grant of Option may not be assigned, transferred or hypothecated (except under the laws of descent and distribution) and any purported assignment, transfer or hypothecation shall be void ab initio and shall be of no force or effect. The Underlying Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. The grant of this Option is subject to the conditions contained above and in the Company's 2000 Employee Benefit and Consulting Services Compensation Plan, a copy of which is appended hereto. In the event of a conflict between this Option and the Plan, the Plan shall control. IN WITNESS WHEREOF, this Grant of Option has been executed effective as of June 28, 2001. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. BY MICHAEL J. GORDON VICE PRESIDENT - CORPORATE ADMINISTRATION By: /s/ Michael J. Gordon -------------------------------------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan. Optionee: Robert G. Baker Options Granted: 80,000 Shares Purchase Price: $1.00 per Share Date of Grant: June 28, 2001 Exercise Period: June 28, 2001 to May 15, 2006 Expiration Date: May 15, 2006

Vested Options Exercised to Date: ___________ (including this exercise) Balance of Vested Options to be Exercised: ___________ =========================================================================== NOTICE OF EXERCISE (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: BBJ Environmental Technologies, Inc. ("Optionor") The undersigned, the holder of the Grant of Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder, ______ shares of the Common Stock of BBJ Environmental Technologies, Inc., and herewith makes payment of _________ therefore. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of ______________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, be delivered to Optionor when and as appropriate. OPTIONEE: Dated: ____________________ _____________________________________ [EXHIBIT 6] GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), hereby grants to Robert G. Baker ("Optionee") an option to purchase 720,000 shares of common stock, $.001 par value (the "Shares") of the Company at the purchase price of $1.25 per share (the "Purchase Price"). This Grant of Option is exercisable in whole or in part, and upon payment in cash, check or money order, or other form of equivalent cash payment acceptable to the Company, to the offices of the Company at 6802 Citicorp Blvd., Suite 500, Tampa, Florida 33619. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, in the event the Optionee's employee status with the Company or an Affiliated Corporation as defined in the Plan, ceases or terminates for any reason whatsoever, whether voluntary, involuntary or by contract, this Grant of Option shall terminate immediately with respect to all unvested options and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall terminate no later than either: 1) thirty days after the date of cessation or termination of employee status, as determined in the sole discretion of the Company; or 2) such other date as set forth in a written agreement between the Optionee and the Company, but in no event later than the Expiration Date of this Option as defined herein; and no rights hereunder may be exercised after said date. The foregoing paragraph shall not apply to any Grant of Option granted to a non-employee of the Company. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, any Grant of Option for services as a director, consultant or advisor to the Company, shall terminate immediately with respect to all unvested options in the event such person ceases to serve as a director, consultant or advisor to the Company and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall continue in force and effect until the expiration date Subject to the preceding paragraph, this Grant of Option, or any portion thereof, my be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than May 15, 2006 (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Services Compensation Plan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefore. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. This Grant of Option shall be considered validly exercised once payment therefore has cleared the banking system and the Company has received written notice of such exercise. If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Grant of Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of Hillsborough, Florida. The shares of Common Stock issued upon exercise of this Grant of Option (the "Underlying Shares") are subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. This Grant of Option may not be assigned, transferred or hypothecated (except under the laws of descent and distribution) and any purported assignment, transfer or hypothecation shall be void ab initio and shall be of no force or effect. The Underlying Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. The grant of this Option is subject to the conditions contained above and in the Company's 2000 Employee Benefit and Consulting Services Compensation Plan, a copy of which is appended hereto. In the event of a conflict between this Option and the Plan, the Plan shall control. IN WITNESS WHEREOF, this Grant of Option has been executed effective as of June 28, 2001. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. By MICHAEL J. GORDON VICE PRESIDENT - CORPORATE ADMINISTRATION By: /s/ Michael J. Gordon -------------------------------------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan. Optionee: Robert G. Baker Options Granted: 720,000 Shares Purchase Price: $1.25 per Share Date of Grant: June 28, 2001 Exercise Period: June 28, 2001 to May 15, 2006 Expiration Date: May 15, 2006

Vested Options Exercised to Date: ___________ (including this exercise) Balance of Vested Options to be Exercised: ___________ ========================================================================== NOTICE OF EXERCISE (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: BBJ Environmental Technologies, Inc. ("Optionor") The undersigned, the holder of the Grant of Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder, ______ shares of the Common Stock of BBJ Environmental Technologies, Inc., and herewith makes payment of _____________ therefore. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of ______________________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, be delivered to Optionor when and as appropriate. OPTIONEE: Dated: ____________________ ____________________________________ [EXHIBIT 7] GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN BBJ Environmental Technologies. Inc., a Nevada corporation (the "Company"), hereby grants to Robert C. Baker ("Optionee") an option to purchase 40,000 shares of common stock, $.001 par value (the "Shares") of the Company at the purchase price of $1.25 per share (the "Purchase Price"). This Grant of Option is exercisable in whole or in part, and upon payment in cash, check or money order, or other form of equivalent cash payment acceptable to the Company, to the offices of the Company at 6802 Citicorp Blvd., Suite 600, Tampa, Florida 33619. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, in the event that Optionee's employee status with the Company or an Affiliated Corporation as defined in the Plan, ceases or terminates for any reason whatsoever, whether voluntary, involuntary or by contract, this Grant of Option shall terminate immediately with respect to all unvested options and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall terminate no later than either: 1) thirty days after the date of cessation or termination of employee status, as determined in the sole discretion of the Company; or 2) such other date as set forth in a written agreement between the Optionee and the Company, but in no event later than the Expiration Date of this Option as defined herein; and no rights hereunder may be exercised after said date. The foregoing paragraph shall not apply to any Grant of Option granted to a non-employee of the Company. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, any Grant of Option for services as a director, consultant or advisor to the Company, shall terminate immediately with respect to all unvested options in the event such person ceases to serve as a director, consultant or advisor to the Company and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall continue in force and effect until the expiration date. Subject to the preceding paragraph, this Grant of Option, or any portion thereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than March 7, 2005 (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Services Compensation Plan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. This Grant of Option shall be considered validly exercised once payment therefor has cleared the banking system and the Company has received written notice of such exercise. If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Grant of Option may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of Hillsborough County, Florida. The shares of Common Stock issued upon exercise of this Grant of Option (the "Underlying Shares") are subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. This Grant of Option may not be assigned, transferred or hypothecated (except under the laws of descent and distribution) and any purported assignment, transfer or hypothecation shall be void ab initio and shall be of no force or effect. The Underlying Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. The grant of this Option is subject to the conditions contained above and in the Company's 2000 Employee Benefit and Consulting Services Compensation Plan, a copy of which is appended hereto. In the event of a conflict between this Option and the Plan, the Plan shall control. IN WITNESS WHEREOF, this Grant of Option has been executed effective as of March 8, 2001. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. BY MICHAEL. J. GORDON VICE PRESIDENT - CORPORATE ADMINISTRATION By: /s/ Michael J. Gordon -------------------------------------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan Optionee: Robert C. Baker Options Granter 40,000 Shares Purchase Price $1.25 per Share Date of Grant March 8, 2001 Exercise Period March 8, 2001 to March 7, 2005 Expiration Date March 7, 2005

Vested Options Exercised to Date: ____________ (including this exercise) Balance of Vested Options to be Exercised: ____________ =========================================================================== NOTICE OF EXERCISE (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: BBJ Environmental Technologies Inc. ("Optioner") The undersigned, the holder of the Grant of Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Grant of Option for, and to purchase thereunder, ________ shares of the Common Stock of BBJ Environmental Technologies, Inc., and herewith makes payment of ____________ therefor. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of _____________________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the BBJ Environmental Technologies, Inc. Employee Benefit and Consulting Services Compensation Plan, be delivered to Optionor when and as appropriate. OPTIONEE: Date:__________________ _________________________________ [EXHIBIT 8] GRANT OF OPTION PURSUANT TO THE BBJ ENVIRONMENTAL TECHNOLOGIES, INC. EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN BBJ Environmental Technologies, Inc., a Nevada corporation (the "Company"), hereby grants to Robert G. Baker ("Optionee") an option to purchase 80,000 shares of common stock, $.001 par value (the "Shares") of the Company at the purchase price of $.50 per share (the "Purchase Price"). This Grant of Option is exercisable in whole or in part, and upon payment in cash, check or money order, or other form of equivalent cash payment acceptable to the Company, to the offices of the Company at 8802 Citicorp Blvd., Suite 500, Tampa, Florida 33619. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, in the event the Optionee's employee status with the Company or an Affiliated Corporation as defined in the Plan, ceases or terminates for any reason whatsoever, whether voluntary, involuntary or by contract, this Grant of Option shall terminate immediately with respect to all unvested options and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall terminate no later than either: 1) thirty days after the date of cessation or termination of employee status, as determined in the sole discretion of the Company; or 2) such other date as set forth in a written agreement between the Optionee and the Company, but in no event later than the Expiration Date of this Option as defined herein; and no rights hereunder may be exercised after said date. The foregoing paragraph shall not apply to any Grant of Option granted to a non-employee of the Company. Unless otherwise set forth in an agreement between the Optionee and the Company or in the resolutions of the Board or Committee approving the grant of this Option contained herein, any Grant of Option for services as a director, consultant or advisor to the Company, shall terminate immediately with respect to all unvested options in the event such person ceases to serve as a director, consultant or advisor to the Company and with respect to any portion of this Grant of Option that has vested and not been exercised, such vested and unexercised options shall continue in force and effect until the expiration date Subject to the preceding paragraph, this Grant of Option, or any portion thereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than December 31, 2007 (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Service Compensation Plan. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefore. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. This Grant of Option shall be considered validly exercised once payment therefore has cleared the banking system and the Company has received written notice of such exercise. If Optionee fails to exercise this Grant of Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Grant of Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Grant of Option by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Grant of Option by such party. Such facsimile copies shall constitute enforceable original documents. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Florida, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction within the county of Hillsborough, Florida. The shares of Common Stock issued upon exercise of this Grant of Option (the "Underlying Shares") are subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. This Grant of Option may not be assigned, transferred or hypothecated (except under the laws of descent and distribution) and any purported assignment, transfer or hypothecation shall be void ab initio and shall be of no force or effect. The Underlying Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. The grant of this Option is subject to the conditions contained above and in the Company's 2000 Employee Benefit and Consulting Services Compensation Plan, a copy of which is appended hereto. In the event of a conflict between this Option and the Plan, the Plan shall control. IN WITNESS WHEREOF, this Grant of Option has been executed effective as of October 14, 2002. BBJ ENVIRONMENTAL TECHNOLOGIES, INC. BY JERRY V. SCHINELLA, PRESIDENT By: /s/ Jerry V. Schinella --------------------------------- Grant of Option pursuant to the BBJ Environmental Technologies, Inc. 2000 Employee Benefit and Consulting Services Compensation Plan. Optionee: Robert G. Baker Options Granted: 80,000 Shares Purchase Price: $ .50 per Share Date of Grant: October 14, 2002 Exercise Period: October 14, 2002 to December 31, 2007 Expiration Date: December 31, 2007

BBJ ENVIRONMENTAL TECHNOLOGIES INC SC 13D/A