Us Amateur Sports Inc Sample Contracts

Ecom Ecom Com Inc – STOCK EXCHANGE AGREEMENT (June 13th, 2000)

STOCK EXCHANGE AGREEMENT AMONG eCom eCom.com, Inc. AND Alice and William Shapiro, as Trustees U/A/D October 10, 1996, as amended, creating the Russell-Shapiro Trust, as the sole separate property of Alice Russell-Shapiro, Nina Shapiro and the Estate of Madeline H. Russell As the sole Shareholders of Star Dot Marketing, Inc. January 21, 2000 TABLE OF CONTENTS Page 1. Definitions 1 2. Exchange of eCom Shares for Star Dot Shares 4 2.1 Basic Transaction 4 2.2 Exchange

Ecom Ecom Com Inc – AMENDED AND RESTATED INVESTMENT AGREEMENT (April 10th, 2000)

ECOM ECOM.COM, INC. AMENDED AND RESTATED INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE

Ecom Ecom Com Inc – STOCK EXCHANGE AGREEMENT (February 17th, 2000)

STOCK EXCHANGE AGREEMENT AMONG eCom eCom.com, Inc. AND Alice and William Shapiro, as Trustees U/A/D October 10, 1996, as amended, creating the Russell-Shapiro Trust, as the sole separate property of Alice Russell-Shapiro, Nina Shapiro and the Estate of Madeline H. Russell As the sole Shareholders of Star Dot Marketing, Inc. January 21, 2000 TABLE OF CONTENTS Page 1. Definitions 1 2. Exchange of eCom Shares for Star Dot Shares 4 2.1 Basic Transaction 4 2.2 Exchange

Ecom Ecom Com Inc – FIRST STOCK INCENTIVE PLAN (September 14th, 1999)

eCom eCom.com, Inc. _________________________ FIRST STOCK INCENTIVE PLAN _________________________ 1. Purpose of the Plan This eCom eCom.com, Inc. (the "Company") First Stock Incentive Plan is intended to promote the interests of the Company by providing the employees of the Company and others, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue to provide their services to the Company. 2. Definitions As used in the Plan, the following definitions apply to the terms indicated below: (a) "Board of Directors" shall mean the Board of Directors of the Company. (b) "Cause," when used in connection with the termination of a Participant's employment with the Company, shall mean the termination of the Participant's employment by t

Ecom Ecom Com Inc – AMENDED AND RESTATED INVESTMENT AGREEMENT (September 14th, 1999)

ECOM ECOM.COM, INC. AMENDED AND RESTATED INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE

Ecom Ecom Com Inc – THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN (May 26th, 1999)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED. Warrant to Purchase 490,000 shares Warrant to Purchase Common Stock of eCom eCom.com, Inc. THIS CERTIFIES that Swartz Private Equity, LLC or any sub

Ecom Ecom Com Inc – Company Press Release (May 26th, 1999)

Monday May 17, 7:59 am Eastern Time Company Press Release eCom eCom.com Inc. Secures Additional Funding RIVIERA BEACH, Fla.--(BUSINESS WIRE)--May 17, 1999--eCom eCom.com, Inc. (OTC BB:ECEC), developers of Internet e-commerce enterprises, today announced that it has signed a $3 million private placement agreement. "ECEC has reached yet another milestone," said CEO David J. Panaia. "This private placement will provide our company with immediate funds to aggressively acquire other e-commerce related companies and to expand our Internet presence through Lycos" (NASDAQ: LCOS - news). This agreement is on the heels of the company's major announcement last week regarding its secured $30 million private equity line investment, with options to expand up to $50 million. The financial agreement is with Swartz Private Equity, LLC of Roswell, Georgia. "I believe that our secured financial backing has caught the public's attention. Last Friday, ECEC closed strongly despite the negative day ex

Ecom Ecom Com Inc – AGREEMENT (May 26th, 1999)

AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of May 13, 1999, by and among eCom eCom.com, Inc., a corporation duly incorporated and existing under the laws of the State of Florida (the "Company") and Swartz Private Equity, LLC (hereinafter referred to as "Swartz"). RECITALS: WHEREAS, pursuant to the Company's offering ("Offering") of up to Thirty Million Dollars ($30,000,000), excluding any funds paid upon exercise of the Warrants, of Common Stock of the Company pursuant to that certain Investment Agreement dated on or about May 13 (the "Investment Agreement") between the Company and Swartz, the Company has agreed to sell and Swartz has agreed to purchase, from time to time as provided in the Investment Agreement, shares of the Company's Common Stock for a maximum aggregate offering amount of Thirty Million Dollars ($30,000,000); WHEREAS, pursuant to the terms of the Investment Agr

Ecom Ecom Com Inc – INVESTMENT AGREEMENT BY AND BETWEEN THE COMPANY AND HOLDER REFERENCED (May 26th, 1999)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED. SEE THE RISK FACTORS SET FORTH UNDER THAT CERTAIN INVESTMENT AGREEMENT BY AND BETWEEN THE COMPANY AND HOLDER REFERENCED THEREIN AS EXHIBIT J. Warrant to Purchase "N" shares Warrant Number ____

Ecom Ecom Com Inc – INVESTMENT AGREEMENT (May 26th, 1999)

ECOM ECOM.COM, INC. INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITIES, NOR HAVE SUCH AUTHORITIES CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THE INVE

Ecom Ecom Com Inc – REGISTRATION RIGHTS AGREEMENT (May 26th, 1999)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of May 13, 1999, by and among eCom eCom.com, Inc., a corporation duly incorporated and existing under the laws of the State of Florida (the "Company") and the subscriber as named on the signature page hereto (hereinafter referred to as "Subscriber"). RECITALS: WHEREAS, pursuant to the Company's offering ("Offering") of up to Thirty Million Dollars ($30,000,000), excluding any funds paid upon exercise of the Warrants, of Common Stock of the Company pursuant to that certain Investment Agreement of even date herewith (the "Investment Agreement") between the Company and the Subscriber, the Company has agreed to sell and the Subscriber has agreed to purchase, from time to time as provided in the Investment Agreement, shares of the Company's Common Stock for a maximum aggregate offering amount of Thirty Million Dollars

Us Amateur Sports Inc – COMMERCIAL LEASE (September 8th, 1998)

COMMERCIAL LEASE 1. PARTIES/DATE THIS LEASE is made this 4th day of May 1998, between RYCO PROPERTIES, INC., a Florida Corporation, whose address is: 8049 Monetary Drive, Suite D-4, Riviera Beach, FL 33404, herein called "LANDLORD" and US Amateur Sports, Inc. whose address is: 8125 Monetary Drive, Suite H-4, Riviera Beach, FL 33404 herein called "TENANT." WITNESSETH Landlord and Tenant, for and in consideration of their respective covenants and obligations hereinafter contained, and other good and valuable consideration, agree as follows: 2. LEASED PREMISES A. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, certain Space No. G-4, G-5, H-4, & H-5 approximately 5,720 square feet of rental space, hereinafter called the "PREMISES." Said Premises is more particularly shown on the floor plan, a copy of which is attached hereto and made a part hereof as Exhibit "A." B. Landlord shall assign to

Us Amateur Sports Inc – PROMISSORY NOTE (September 8th, 1998)

PROMISSORY NOTE $100,000.00 Springfield, MA August 12, 1997 FOR VALUE RECEIVED, U. S. AMATEUR SPORTS, Inc.. a Florida corporation with an usual place of business at RCA Blvd., Palm Beach Gardens, Florida, promise to pay to STRATEX CORPORATION, a Florida corporation, having an usual place of business in Palm Beach Gardens, Florida, or order, (hereinafter collectively referred to as Lender) the principal sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS in lawful money of the United States, together with interest thereon, interest at the rate equal to the prime lending rate as reported in the Wall Street Journal plus six (6%) percent, payable in monthly installments of interest only commencing on September 1, 1997, and on the first day of each month thereafter until September 1, 1998, at which time all principal and interest is due.

Us Amateur Sports Inc – MARKETING AND MANAGEMENT AGREEMENT (September 8th, 1998)

MARKETING AND MANAGEMENT AGREEMENT BETWEEN US AMATEUR SPORTS, INC. AND AXIS ENTERPRISES, INC. This Agreement is entered into on this 10th day of January, 1998, by and between US Amateur Sports, Inc. ("USAS" or "the Company"), a Florida corporation located at 3932 RCA Boulevard, Palm Beach Gardens, Florida 33410, and Axis Enterprises, Ltd. (Axis), a Bahamian corporation located at 43 Elizabeth Avenue, P.O. N-1201, Nassau, Bahamas. RECITALS: WHEREAS, USAS believes that it is in the Company's best interest to form a new wholly owned subsidiary, USA Performance Products, Inc. (USAPP); and WHEREAS, USAS believes that the retention of Axis for purposes of marketing USAPP assets and business in various worldwide markets will greatly improve the profitability of USAPP; and WHEREAS, Axis has experience in estab

Us Amateur Sports Inc – INDEPENDENT CONTRACTOR SERVICES AGREEMENT (August 8th, 1997)

INDEPENDENT CONTRACTOR SERVICES AGREEMENT This Agreement is made and entered to be effective on the 1st day of January, 1997, by and between US Amateur Sports, Inc. (USAS) and Dale Dougherty (Dougherty), an independent contractor. For the valuable and mutual consideration set forth herein, the receipt of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1)Dale Dougherty will provide personal services to USAS in conjunction with organization and direction of sporting events, including but not limited to, the All American Bowl. Such services will be provided on a part time basis. During the period of this agreement Dougherty shall be permitted to retain his current position as the Director of Recreation of the city of Lake Park, Florida. 2)Dougherty will serve as Executive Director of the All American Bow1 in which capacity he wi11 be responsible for all activities necessary to achieve the successfu1 presentation of

Us Amateur Sports Inc – AGREEMENT (August 8th, 1997)

AGREEMENT This agreement is made and entered into to be effective on the 1st day of January, 1997, by and between US Amateur Sports, Inc. (USAS) of Palm Beach Gardens, Florida and High School Football All American Bowl, Inc. (FAAB) of 17 South Halstead Street, Allentown, Pennsylvania 18103. WHEREAS, FAAB, which established the All American Bowl, which was first presented in Allentown, Pennsylvania in 1994, and all of its stockholders desire to sell, assign, convey and grant to USAS the ownership of any and all rights and titles appertaining thereto, of the corporate name, "High School Football All American Bowl, Inc.", and its tradename, "All American Bowl". WHEREAS, USAS desires to obtain the entire rights of exclusive ownership to the names "High School Football All American Bowl, Inc." and "All American Bowl." Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the recei