North American Resorts Inc Sample Contracts

SINO-American Development CORP – AGREEMENT AND PLAN OF REORGANIZATION (September 28th, 2007)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of the 27th day of September, 2007, by and among SINO-AMERICAN DEVELOPMENT CORPORATION, a Nevada corporation (“SOAM”), SINO-AMERICAN HOLDINGS, INC., a Nevada corporation (“Sino Holdings”), Fang Zhong, Hu Min, Fang Wei Jun and Fang Hui (represented by attorney-in-fact Fang Zhong) (collectively, the “Principals”) and the stockholders of SOAM listed on Schedule A hereto (collectively, the “Stockholders”).

SINO-American Development CORP – SINO-AMERICAN DEVELOPMENT CORPORATION STOCK PURCHASE AGREEMENT (December 15th, 2006)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 11, 2006 by and among SINO-American Development Corporation, a Nevada corporation (the “Company”) and each of the undersigned purchasers identified on the signature pages hereto and on Schedule A attached hereto (collectively, the “Purchasers”).

Xerion Ecosolutions Group Inc – STOCK EXCHANGE AGREEMENT (November 14th, 2005)

EXHIBIT 2.1 STOCK EXCHANGE AGREEMENT between Xerion EcoSolutions Group, Inc. and Town House Land Limited and its Shareholders THE SHARES OF XERION ECOSOLUTIONS GROUP INC. TO BE ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION PURUSANT TO REGULATION S UNDER THE ACT. UNTIL ONE YEAR AFTER THE DATE OF PURCHASE, NO AMOUNT OF THE SHARES MAY BE OFFERED, SOLD, OR TRANSFERRED TO ANY U.S. PERSON AND NO HEDGING TRANSACTIONS REGARDING THE SHARES SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. OFFERS, SALES OR TRANSFERS IN THE U.S. OR TO A U.S. PERSON (AS DEFINTED IN

Xerion Ecosolutions Group Inc – Press Release (November 14th, 2005)

Exhibit 99.1 Press Release ------------- November 10, 2005 Contact: Wei Zhang Xerion EcoSolutions Group Inc. (OTC-B XECO) announced that it has closed its Stock Exchange Agreement (the "Agreement") with Town House Land Limited ("Town House"), a limited liability organized in the Hong Kong Special Administrative District in The People's Republic of China (the "PRC"). Town House is a real estate development company, and its principal executive offices are located in the City of Wuhan in the PRC where its principal real estate development activities are located. Town House has also recently acquired undeveloped real estate properties in Florida and California for development purposes. Under the terms of the Agreement, Xerion acquired 100% of the outstanding r

Xerion Ecosolutions Group Inc – STOCK EXCHANGE AGREEMENT (October 26th, 2005)

EXHIBIT 2.1 STOCK EXCHANGE AGREEMENT between Xerion EcoSolutions Group, Inc. and Town House Land Limited and its Shareholders THE SHARES OF XERION ECOSOLUTIONS GROUP INC. TO BE ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION PURUSANT TO REGULATION S UNDER THE ACT. UNTIL ONE YEAR AFTER THE DATE OF PURCHASE, NO AMOUNT OF THE SHARES MAY BE OFFERED, SOLD, OR TRANSFERRED TO ANY U.S. PERSON AND NO HEDGING TRANSACTIONS REGARDING THE SHARES SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. OFFERS, SALES OR TRANSFERS IN THE U.S. OR TO A U.S. PERSON (AS DEFINTED IN RE

Xerion Ecosolutions Group Inc – STOCK EXCHANGE AGREEMENT (October 26th, 2005)

Exhibit 1.1 STOCK EXCHANGE AGREEMENT between Xerion EcoSolutions Group, Inc. and Town House Land Limited and its Shareholders THE SHARES OF XERION ECOSOLUTIONS GROUP INC. TO BE ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION PURUSANT TO REGULATION S UNDER THE ACT. UNTIL ONE YEAR AFTER THE DATE OF PURCHASE, NO AMOUNT OF THE SHARES MAY BE OFFERED, SOLD, OR TRANSFERRED TO ANY U.S. PERSON AND NO HEDGING TRANSACTIONS REGARDING THE SHARES SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. OFFERS, SALES OR TRANSFERS IN THE U.S. OR TO A U.S. PERSON (AS DEFINTED IN REGULATION S PROMULATED UNDER THE ACT) OR FOR THE

Xerion Ecosolutions Group Inc – Press Release (October 26th, 2005)

Exhibit 99.1 Press Release ------------- October 24, 2005 Contact: Wei Zhang Xerion EcoSolutions Group Inc. (OTC-B XECO) announced that it has entered into a Stock Exchange Agreement (the "Agreement") with Town House Land Limited ("Town House") a limited liability organized in the Hong Kong Special Administrative District in The People's Republic of China (the "PRC"). Town House is a real estate development company, and its principal executive offices are located in the City of Wuhan in the PRC where its principal real estate development activities are located. Town House has also recently acquired undeveloped real estate properties in Florida and California for development purposes. Under the terms of the Agreement, Xerion is acquiring 100% of the

Immulabs Corp – IMMULABS CORPORATION 2003 NONQUALIFIED STOCK OPTION PLAN (March 24th, 2003)

This NONQUALIFIED STOCK OPTION PLAN (the "Plan") OF IMMULABS CORPORATION (the "Company") for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of Stock Options under the Plan supports and increases the Company's ability to attract, engage and retain individuals of exceptional talent upon whom, in large measure, the sustained progress growth and profitability of the Company for the shareholders depends.

Immulabs Corp – MANAGEMENT AGREEMENT WITH AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. (May 15th, 2001)

EXHIBIT 10.1 MANAGEMENT AGREEMENT WITH AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. MANAGEMENT AGREEMENT This Management Agreement is dated this 15th day of March, 2001. BY AND BETWEEN: IMMULABS CORPORATION, a company publicly traded on the Over the Counter Bulletin Board trading exchange, and organized under the laws of the State of Colorado with a business address of 15945 Quality Trail N., Scandia, MN. 55073, USA (herein called "IMLB") OF THE FIRST PART AND: AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. a company organized under the laws of the State of Nevada with a business address of 2nd Floor - 827 West Pender Street, Vancouver, British Columbia, Canada V6C 3G8 (herein called "Aggressive") OF THE SECOND PART WHEREAS: IMLB wishes to engage the management services of Aggressive in accordance with the ter

Immulabs Corp – ASSIGNMENT AGREEMENT (November 6th, 2000)

EXHIBIT 10.1 ASSIGNMENT AGREEMENT DATED THIS 31ST DAY OF OCTOBER, 2000. BETWEEN: AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. , a Nevada Corporation, with business offices at 1475 Terminal Way, Suite E, Reno, NV, 89502 - 3225. ("Assignor") AND: IMMULABS CORPORATION, a Colorado Corporation, with business offices at 15945 Quality Trail N., Scandia, MN 55073. ("Assignee") WHEREAS: a) Pursuant to an Option Agreement ("Option Agreement"), the Assignor has been assigned all right, title and interest to acquire Quest Research Group Inc. ("Quest") and the technologies produced by Quest (collectively, the "Rights"). b) Pursuant to a Stock Acquisition Agreement, the Assignor has acquired a significant majority interest in the ownership of the Assignee (the "Interest"). c) The Assignor wishes to assign, and the Assignee wishes to be assigned, all the Rights, for good and valuable considerat

North American Resorts Inc – 2000 QUALIFIED STOCK OPTION PLAN (June 30th, 2000)

8 EXHIBIT 10.1 NORTH AMERICAN RESORTS, INC. 2000 QUALIFIED STOCK OPTION PLAN ARTICLE I PURPOSE NORTH AMERICAN RESORTS, INC. (the "Company"), is largely dependent for the successful conduct of its business on the initiative, effort and judgment of its officers and employees. This Stock Option Plan (the "Plan") is intended to provide the key employees of the Company an incentive through stock ownership in the Company and encourage them to remain in the Company's employ. Moreover, since the Incentive Stock Options and Non-Qualified Stock Options provided for in the Plan are subject to various alternative provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Committee (as hereinafter defined) will have considerable latitude in shaping options granted under the Plan to the particular circumstances of the optionee, thus recognizing the full incentive value of the

North American Resorts Inc – 2000 NONQUALIFYING STOCK OPTION PLAN (June 30th, 2000)

8 EXHIBIT 10.1 North American Resorts, Inc. 2000 NONQUALIFYING STOCK OPTION PLAN ARTICLE I Purpose of Plan This 2000 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of North American Resorts, Inc. (the "Company") for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of Stock Options under the Plan supports and increases the Company's ability to attract, engage and retain individuals of exceptional talent u

North American Resorts Inc – CONSULTING AGREEMENT (April 16th, 1997)

CONSULTING AGREEMENT BETWEEN PATRICK K. TIERNEY AND NORTH AMERICAN RESORTS, INC. This Agreement entered into on this 1st day of November, 1996 by and between North American Resorts, Inc, a Colorado Corporation [hereinafter referred to as "NARI"] and Patrick K. Tierney [hereinafter referred to as the "CONSULTANT"] NARI and CONSULTANT collectively hereinafter referred to as the PARTIES. WITNESSETH WHEREAS, NARI is a corporation engaged in business and is in need of consulting in the form of Public Relations, and other transactions; WHEREAS, the CONSULTANT is engaged in consulting of this nature, consultant is interested in providing NARI with consulting services; and WHEREAS, NARI wishes to engage CONSULTANT to provide services NOW THEREFORE, in consideration of the mutual promi

North American Resorts Inc – CONSULTING AGREEMENT (April 16th, 1997)

H. C. STONE & ASSOCIATES CONSULTING AGREEMENT THIS CONSULTING AGREEMENT made this 1st day of December, 1996; by and between: H.C. STONE & ASSOCIATES 405 Douglas Avenue, Suite #2305 Altamonte Springs, Florida 32714 Telephone : [407] 869-8447 a Florida Corporation [hereinafter referred to as "HCS"], and : NORTH AMERICAN RESORTS, INC 301 East Hillcrest Street Orlando, Florida 32801 Telephone : [407] 841-1917 a Colorado Corporation [hereinafter referred to as the "COMPANY"], collectively HCS and the COMPANY hereinafter referred to as "the parties". WITNESSETH WHEREAS, HCS is an investor relations, direct marketing, publishing, public relations, and advertising firm with expertise in the dissemination of information about private and publicly traded companies; and is in the business of

North American Resorts Inc – CONSULTING AGREEMENT (December 23rd, 1996)

CONSULTING AGREEMENT THIS AGREEMENT is made as of October 23, 1996 By and Between NORTH AMERICAN RESORTS, INC. , a Colorado Corporation [the Company] And PATRICK TIERNEY, an independent individual [the Consultant] RECITALS A. The Company represents several Companies that desire to promote their business plans to the investment community and to build the value of the Company for the benefit of its respective Shareholders. B. The Consultant is involved in a variety of businesses, with particular emphasis in vacation sales, and producing timeshare prospects, and C. The Company recognizes the substantial experience and knowledge of the Consultant in matters relating to vacation sales and producing timeshare prospects; and D. The Company further recognizes that it is in the best interest of the Company's c

North American Resorts Inc – ASSET EXCHANGE AGREEMENT (November 14th, 1996)

1 Exhibit 2.1 ASSET EXCHANGE AGREEMENT This Asset Exchange Agreement is entered into as of October 29, 1996 between NORTH AMERICAN RESORTS, INC., a Colorado Corporation, ("North American") and CHANNEL AMERICA BROADCASTING, INC., former EVRO Corporation, a Florida Corporation, ("Channel America"). WITNESSETH WHEREAS, North American owns certain items of artwork which are listed on Exhibit A attached hereto (the "Artwork"); WHEREAS, North American would like to sell the Artwork and Channel America would like to acquire the Artwork; and WHEREAS, North American would like to diversify its holdings by acquiring a stock interest in Channel America. NOW THEREFORE, in consideration of the premises, the sum of One Dollar ($1.00) each to the other in hand paid, the receipt of which is hereby acknowledged, and terms,

North American Resorts Inc – FINANCIAL PUBLIC RELATIONS AGREEMENT (November 5th, 1996)

EXHIBIT 4.1 AMENDMENT TO FINANCIAL PUBLIC RELATIONS AGREEMENT NORTH AMERICAN RESORTS, INC. AND TOM ARRIGONI WHEREAS, the Parties desire to amend a certain Agreement dated August 1, 1996 to increase compensation to Tom Arrigoni by 4,000,000 shares of common stock, at the present trade value of .035 cents. The stock value is one hundred forty thousand dollars [$140,000.00]. Said increase in compensation is for work done above and beyond the normal functions of his present Consulting Agreement, bringing the eighty-seven [87] acre Orlando Vacation Resort Project to the Company, and negotiating a working Agreement with the owners that allows North American Resorts, Inc. to purchase said property for development. NOW THERE

North American Resorts Inc – CAPITAL STOCK PURCHASE AGREEMENT (October 4th, 1996)

1 EXHIBIT 2.2 CAPITAL STOCK PURCHASE AGREEMENT Capital Stock Purchase Agreement, effective as of September 2, 1996, by and between North American Resorts, Inc., a Colorado corporation whose principal place of business is located at 315 E. Robinson Street, Suite 190, Orlando, Florida 32801 (the "Seller"), and Dreamaway Travel, Inc., a Florida corporation, whose mailing address 7116 Greyshadow Street, Orlando, Florida 32818 "Purchaser"). BACKGROUND INFORMATION This Agreement sets forth the terms and conditions upon which the Purchaser is acquiring from the Seller and the Seller is selling and delivering to the Purchaser, free and clear of all liabilities, obligations, claims, liens and encumbrances, 100 shares of the issued and outstanding common capital stock, no par value per share (the "Shares"), of U.S.A. Tourist Services Center, Inc., a Flor

North American Resorts Inc – AGREEMENT (October 4th, 1996)

1 EXHIBIT 2.3 =============================================================================== AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN NORTH AMERICAN RESORTS, INC. AND AMERICAN CLINICAL LABS, INC. =============================================================================== Dated: September 3, 1996 2 AGREEMENT AND PLAN OF REORGANIZATION Agreement and Plan of Reorganization ("Agreement"), dated as of September 3, 1996, by and between North American Resorts, Inc., a Colorado corporation whose principal plac