Millennium Direct Inc Sample Contracts

Millennium Direct Inc – PRODUCTION SERVICES AND MARKETING AGREEMENT (August 7th, 2001)

EXHIBIT 6.1 PRODUCTION SERVICES AND MARKETING AGREEMENT This Production Services and Marketing Agreement ("Agreement") is made as of this 3rd day of November, 1999, between hawthorne direct inc, an Iowa corporation with offices at 300 North 16th Street, Fairfield, Iowa 52556 (hereinafter referred to as "Hawthorne"), and Kid Rom, Inc., a Delaware corporation with offices at 400 East 71st Street, New York, New York 10021 ("Product Owner"). WHEREAS, Hawthorne is in the business of consumer product advertising, marketing, television commercial production, media purchasing and management, telemarketing management, fulfillment management, and management of marketing campaigns utilizing television and other means; and WHEREAS, Product Owner controls the marketing rights and certain intellectual property for a product which improves skin wrinkles, tone and texture, and which is currently known as Theracel (the "Product"); and WH

Millennium Direct Inc – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (August 7th, 2001)

Exhibit 8.2 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and among MILLENNIUM DIRECT, INC., and BLUE CAPITAL ASSOCIATES, INC. Table of Contents 1. Definitions 2. The Merger 3. Conversion of the BCA Shares 4. Obligations to the BCA Shareholders 5. Representations and Warranties of the BCA Shareholders 6. Representations and Warranties of Millennium 7. Representations and Warranties of BCA 8. Registration Rights 9. Mutual Covenants 10. Conditions to the Closing 11. The Closing 12. Indemnification 13. Survival of Provisions 14. Expenses 15. Miscellaneous -2- Schedules: Schedule 6(d) Capitalization Schedule 6(g) Indebtedness, Liabilities, and Other Obligat

Millennium Direct Inc – VOTING TRUST AGREEMENT (August 7th, 2001)

Exhibit 5.1 VOTING TRUST AGREEMENT With Respect to CERTAIN COMMON SHARES Par Value $.0001 per share of MILLENNIUM DIRECT, INC. Dated July 5, 2000 This Agreement, dated July 5, 2000, by and between George Balis and his successor (or successors) as Voting Trustee hereunder (hereinafter called the "Voting Trustee"); and certain holders of Common Shares of Millennium Direct, Inc., a Delaware corporation (hereinafter sometimes called the "Corporation"), listed on Schedule A attached hereto; WHEREAS, the shareholders of Common Shares listed on Schedule A attached hereto (hereinafter sometimes for convenience called "Depositing Shareholders") own the number of shares of Common Shares set forth opposite their respective names on Schedule A; and

Millennium Direct Inc – THE CERTIFICATE OF INCORPORATION (August 7th, 2001)

EXHIBIT 2.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF KID ROM, INC. It is hereby certified that: 1. The name of the corporation (the "Corporation") is Kid Rom, Inc. 2. The certificate of incorporation of the Corporation is hereby amended by striking out Articles First and Fourth thereof and by substituting in lieu of said Articles the following new Articles: ARTICLE FIRST: " The name of the corporation is Millennium Direct, Inc. (the "Corporation")." ARTICLE FOURTH: " The total number of shares of Common Stock which the corporation shall have authority to issue is twenty five million (25,000,000) at a par value of $.0001 per share. The total number of shares of Preferred Stock which the corporation shall have authority to issue is ten million (10,000,000), pa

Millennium Direct Inc – PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (August 7th, 2001)

Exhibit 8.1 PURCHASE AGREEMENT AND PLAN OF REORGANIZATION This Agreement, dated February 1, 1998, by and between UltraDerma, Ltd., a New York corporation ("Seller") and Kid Rom, Inc., a Delaware corporation ("Buyer") W I T N E S S E T H: Whereas Seller is engaged in development and distribution of cosmetic and skincare products, including Theracel Advanced Pro-Cellular Formula ("APF"), Advanced Pro-Cellular Moisturizer and Advanced Pro-Cellular Nite Serum and is developing other products for the hands, scalp and hair for marketing under the Theracel trademark; and Whereas Buyer is the sole owner of [Boyd/Balis Enterprises, Inc.], a Delaware corporation, ("Newco"); and Whereas Buyer desires that Newco acquire all of Seller's assets, business, and goodwill in exchange solely for _______________ shares of common stock of Buyer valued at $_____ per share, plus $_______________ (20% of the total p

Millennium Direct Inc – Letter Agreement (August 7th, 2001)

Exhibit 5.2 Letter Agreement This Letter Agreement is dated as of February 1, 1998 between Kid Rom, Inc. and Ultra Derma, Ltd. and Ardis Boyd. Whereas Kid Rom is acquiring the business of Ultra Derma for certain shares of Kid Rom and cash; Whereas the share price of Kid Rom's common stock may be susceptible to price fluctuations; Whereas, Kid Rom may be required or it may be necessary for Kid Rom to issue shares of its stock which would have the effect of reducing the value of its shares conveyed to Ardis Boyd. NOW THEREFORE, the parties hereto hereby agree to the following: Until such time as Kid Rom may complete a registered public offering of its shares, Kid Rom agrees to maintain Ardis Boyd's equity position in Kid Rom at a level no less than 51% of Kid Rom so that the number of shares which she owns divided by the number of issued and outstanding shares of Kid Rom is not lower than 51

Millennium Direct Inc – CERTIFICATE OF INCORPORATION (August 7th, 2001)

EXHIBIT 2.1 CERTIFICATE OF INCORPORATION OF KID ROM, INC. The undersigned, a natural person, for the purpose of organizing a corporation (hereinafter called the "corporation") for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the General Corporation Law of the State of Delaware, hereby certifies that: ARTICLE FIRST: The name of the Corporation is: KID ROM, INC. ARTICLE SECOND: The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent; and the name of the registered agent in charge thereof is The Prentice-Hall Corporatio

Millennium Direct Inc – PRODUCTION SERVICES AND MARKETING AGREEMENT (November 22nd, 1999)

EXHIBIT 10.1 PRODUCTION SERVICES AND MARKETING AGREEMENT This Production Services and Marketing Agreement ("Agreement") is made as of this 3rd day of November, 1999, between hawthorne direct inc, an Iowa corporation with offices at 300 North 16th Street, Fairfield, Iowa 52556 (hereinafter referred to as "Hawthorne"), and Kid Rom, Inc., a Delaware corporation with offices at 400 East 71st Street, New York, New York 10021 ("Product Owner"). WHEREAS, Hawthorne is in the business of consumer product advertising, marketing, television commercial production, media purchasing and management, telemarketing management, fulfillment management, and management of marketing campaigns utilizing television and other means; and WHEREAS, Product Owner controls the marketing rights and certain intellectual property for a product which improves skin wrinkles, tone and texture, and whi