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OPTION AGREEMENT

This Option Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Date], by and between Metropolitan Properties Holdings INC, a corporation incorporated under the laws of the United States, with its principal place of business at [Address] (hereinafter referred to as the "Seller") and Capital Ventures Partners LLC, a limited liability company incorporated under the laws of the United States, with its principal place of business at [Address] (hereinafter referred to as the "Option Holder").

1. GRANT OF OPTION

1.1. Option Rights

The Seller hereby grants to the Option Holder an exclusive and irrevocable right and option (the "Option") to purchase all or any part of the real property, together with all improvements thereon, legally described as [Property Description] (the "Property"), upon the terms and conditions set forth in this Agreement.

1.2. Option Price

The purchase price for the Property, if the Option is exercised, shall be [Option Price] (the "Option Price"), subject to any changes or adjustments as provided in this Agreement.

1.3. Option Duration

The Option shall be exercisable at any time during [Option Duration] (the "Option Period"), commencing on the date of this Agreement and terminating at 11:59 PM on the last day of the Option Period, unless the parties mutually agree, in writing, to extend the Option Period. In the event the Option Holder does not exercise the Option within the Option Period, the Option shall automatically and without notice be deemed to have expired and become null and void.

2. EXERCISE OF OPTION

2.1. Exercise Notice

To exercise the Option, the Option Holder shall deliver to the Seller a written notice (the "Exercise Notice"), specifying the Option Holder's election to exercise the Option, the purchase price of the Property, and the proposed closing date, which date shall be no earlier than [30] days, and no later than [60] days, from the date of the Exercise Notice.

2.2. Payment of Exercise Price

Upon exercising the Option, the Option Holder shall pay the Option Price to the Seller by wire transfer of immediately available funds, cashier's check, or other method mutually acceptable to the parties within the timeframe specified in the Exercise Notice.

2.3. Closing

The closing of the sale of the Property pursuant to the exercise of the Option (the "Closing") shall occur on the date specified in the Exercise Notice, or such other date as the parties may mutually agree. At the Closing, the Seller shall deliver to the Option Holder a duly executed and acknowledged deed conveying the Property, free and clear of all encumbrances, except as otherwise provided in this Agreement, and the Option Holder shall pay the balance of the Option Price, as adjusted according to the terms of this Agreement.

3. REPRESENTATIONS AND WARRANTIES

The Seller and the Option Holder hereby represent and warrant to each other that:

1. They have the full power and authority to enter into this Agreement and to perform their respective obligations hereunder;


2. This Agreement has been duly executed and delivered by them and constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, or other similar laws affecting creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity;


3. There are no pending or, to their knowledge, threatened claims, litigations, or proceedings against either of them that could impair or adversely affect their performance under this Agreement.

4. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules.

5. MISCELLANEOUS

5.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings and agreements, whether oral or written, between the parties relating to the subject matter hereof.

5.2. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties hereto. No waiver by any party hereto of any breach of any provision of this Agreement shall be deemed a waiver of any other breach of the same or any other provision of this Agreement.

5.3. Counterparts

This Agreement may be executed 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.

5.4. Headings

The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Metropolitan Properties Holdings INC
By: ____________________
Name: ___________________
Title: ____________________

Capital Ventures Partners LLC
By: ____________________
Name: ___________________
Title: ____________________