Music Tones Ltd Sample Contracts

Smlx Technologies Inc – PURCHASE OPTION AGREEMENT (May 28th, 1999)

EXCLUSIVE LICENSING AGREEMENT FOR CERTAIN ASSETS OF SMLX, INC., AND ANY SUBSIDIARY THEREOF INTO WHICH SUCH ASSETS ARE TRANSFERRED OR PLACED AND PURCHASE OPTION AGREEMENT This agreement dated as of the 13th day of April, 1999, among VECTOR MEDICAL TECHNOLOGIES, INC., a Florida corporation (hereinafter "VECTOR"), and SMLX, INC., a Florida corporation (hereinafter "SMLX"), and made for the purpose of setting forth the parties various rights and responsibilities in regard to each other and, specifically but not exclusively as to the Assets (defined, infra), of SMLX, and the parties acknowldging good and sufficient consideration therefor agree as follows: 1. The effective date of this Agreement shall be the date as above listed (agreement date), and this agreement does and shall supercede any and all prior agreements of the parties. 2. The intent of the parties and of this agreement is that by the

Smlx Technologies Inc – Joint Venture Agreement dated this third day of May, 1999 by and between (May 26th, 1999)

Joint Venture Agreement dated this third day of May, 1999 by and between (1) SMLX Technologies, Inc. (formerly Simplex Medical Systems, Inc., a Colorado corporation having its office and principal place of business at 376 Ansin Blvd., Hallendale, Florida 33009 (hereinafter referred to as "SMLX"); (2) HelveStar S.A., a Swiss corporation having its office and principal place of business at 56 Gand Rue, CH-1700 Fribourg, Switzerland (hereinafter referred to as "HelveStar"); and (3) BioStar Life Sciences S.A., a Swiss corporation to be formed by SMLX and HelveStar and to have its principal office and place of business at 56 Gand Rue, CH-1700 Fribourg, Switzerland (hereinafter referred to as "BioStar"). Whereas, SMLX, a bioengineering problem solving company owning Products, Intellectual Property Rights, Proprietary Materials and Proprietary Technologies, and HelveStar, a technology commercialization, financial, financial and holding company have agreed to form and capitalize BioStar

Smlx Technologies Inc – PURCHASE OPTION AGREEMENT (May 19th, 1999)

EXCLUSIVE LICENSING AGREEMENT FOR CERTAIN ASSETS OF SMLX, INC., AND ANY SUBSIDIARY THEREOF INTO WHICH SUCH ASSETS ARE TRANSFERRED OR PLACED AND PURCHASE OPTION AGREEMENT This agreement dated as of the 13th day of April, 1999, among VECTOR MEDICAL TECHNOLOGIES, INC., a Florida corporation (hereinafter "VECTOR"), and SMLX, INC., a Florida corporation (hereinafter "SMLX"), and made for the purpose of setting forth the parties various rights and responsibilities in regard to each other and, specifically but not exclusively as to the Assets (defined, infra), of SMLX, and the parties acknowldging good and sufficient consideration therefor agree as follows: 1. The effective date of this Agreement shall be the date as above listed (agreement date), and this agreement does and shall supercede any and all prior agreements of the parties. 2. The intent of the parties and of this agreement is that by the

Simplex Medical Systems Inc – EMPLOYMENT AGREEMENT (November 10th, 1998)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this first day of July 1998 by and between Simplex Medical Systems, Inc., a Colorado corporation ("Employer"), and Nicholas Levandoski ("Employee"). R E C I T A T I O N S A. Employer is a corporation engaged in the business of the research, development and manufacture of medical devices. B. Employee is an experienced business executive and manager. C. Employer desires to obtain the services of Employee Nicholas Levandoski as its Vice President. D. Employee is willing to provide such services to Employer pursuant to the terms and conditions set forth herein. O P E R A T I V E P R O V I S I O N S IN CONSIDERATION of the foregoing recitations, the covenants of the parties set forth hereinafter and other good and valuable consideration, the receipt and sufficiency of which are acknowled

Simplex Medical Systems Inc – BUSINESS LEASE (November 10th, 1998)

BUSINESS LEASE THIS AGREEMENT, entered into this 11th day of February 1998 between Wedgewood Properties Fl, Inc. hereinafter called the lessor, party of the first part, and Simplex Medical Systems, Inc. of the County of Broward and State of Florida hereinafter called the lessee or tenant, party of the second part: WITNESSETH, That the said lessor does this day lease unto said lessee, and said lessee does hereby hire and take as tenant under said lessor Bay B, C, D or Space 372-374-376 Ansin Blvd., situate in Hallandale, Florida, to be used and occupied by the lessee as Office and Warehouse and for no other purposes or uses whatsoever, for the term of Five (5) Years, beginning the 1st day of April, 1998, and ending the 31st day of March, 2003, at and for the agreed annual rental of $48,000.00 Plus Sales Tax Dollars, payable as follows: $4000.00 Plus Sales Tax Per Month. Landlord agrees to complete all spaces shown on the plan, whic

Simplex Medical Systems Inc – EMPLOYMENT AGREEMENT (November 10th, 1998)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this first day of July 1998 by and between Simplex Medical Systems, Inc., a Colorado corporation ("Employer"), and Henry Schur ("Employee"). R E C I T A T I O N S A. Employer is a corporation engaged in the business of the research, development and manufacture of medical devices. B. Employee is an experienced business executive and manager. C. Employer desires to obtain the services of Employee Henry Schur as its Vice President. D. Employee is willing to provide such services to Employer pursuant to the terms and conditions set forth herein. O P E R A T I V E P R O V I S I O N S IN CONSIDERATION of the foregoing recitations, the covenants of the parties set forth hereinafter and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby

Simplex Medical Systems Inc – DISTRIBUTION AGREEMENT (November 10th, 1998)

DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement"), is entered into as of the 5th day of July 1997 by and among Simplex Medical Systems, Inc., a company incorporated in Colorado, with offices at 430 Ansin Boulevard, Suite G, Hallandale, Florida 33009, Simplex Medical Systems, Inc., a company incorporated in Florida, with offices at 430 Ansin Boulevard, Suite G, Hallandale, Florida 33009 (collectively "Simplex"), and Sybron Dental Specialties, Inc., a company incorporated in Delaware, with offices at 1717 West Collins Avenue, Orange, California ("SDS"). RECITALS Simplex is engaged in the development, manufacture and sale of medical and dental products. SDS is experienced in the distribution of medical and dental products. SDS desires to be appointed as Simplex's exclusive distributor worldwide of the Airbrator product developed by Simplex, and Simplex agrees to appoint SDS as such di

Simplex Medical Systems Inc – STOCKHOLDERS' AGREEMENT (November 10th, 1998)

STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT ("AGREEMENT"), made and entered into as of this 15th day of May, 1998, by and among each of the persons set forth on the signature page hereto (each a "STOCKHOLDER" and collectively the "STOCKHOLDERS") and Simplex Medical Systems. Inc., a Colorado corporation (the "CORPORATION"). R E C I T A L S A. The Stockholders own approximately __% of the issued and outstanding common stock, $.0001 par value, of the Corporation (the "COMMON STOCK"); and B. The Stockholders desire to provide for, among other things, the manner in which they will vote their shares of Common Stock, the approval of certain significant operating decisions, and for the imposition of certain restrictions upon the disposition of shares of Common Stock held by the Stockholders; NOW, THEREFORE, in consideration of the mutual covenants and provisions herein set forth, and for other g

Simplex Medical Systems Inc – 1997 STOCK OPTION PLAN (November 10th, 1998)

SIMPLEX MEDICAL SYSTEMS, INC. 1997 STOCK OPTION PLAN 2,000,000 Shares This Stock Option Plan was adopted this 27th day of August 1997, by Simplex Medical Systems, Inc. (formerly "Music Tones Ltd."), a Colorado corporation, upon the following terms and conditions: 1. Definitions. Except as otherwise expressly provided in this Plan, the following capitalized terms shall have the respective meanings hereafter ascribed to them: (a) "Board" shall mean the Board of Directors of the Corporation; (b) "Code" shall mean the Internal Revenue Code of 1986, as amended; (c) "Consultant" shall mean a person who provides services to the Corporation as an independent contractor; (d) "Corporation" means Simplex Medical Systems, Inc. and each and all of any present and future subsidiaries; (e) "Date of Grant" shall mean, for each participant in the Plan, t

Simplex Medical Systems Inc – EMPLOYMENT AGREEMENT (November 10th, 1998)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this first day of July 1998 by and between Simplex Medical Systems, Inc., a Colorado corporation ("Employer"), and Colin Jones ("Employee"). R E C I T A T I O N S A. Employer is a corporation engaged in the business of the research, development and manufacture of medical devices. B. Employee is an experienced business executive and manager. C. Employer desires to obtain the services of Employee Colin Jones as its President and CEO. D. Employee is willing to provide such services to Employer pursuant to the terms and conditions set forth herein. O P E R A T I V E P R O V I S I O N S IN CONSIDERATION of the foregoing recitations, the covenants of the parties set forth hereinafter and other good and valuable consideration, the receipt and sufficiency of which are acknowledged here

Simplex Medical Systems Inc – SHARE EXCHANGE AGREEMENT (November 10th, 1998)

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this "Agreement") dated as of May 20, 1998 is by and between Automated Health Technologies, Inc., a Florida corporation (the "AHT"), and Simplex Medical Systems, Inc., a Colorado corporation ("Simplex"). R E C I T A L S : A. AHT desires to acquire 500,000 shares (the "Simplex Shares") of authorized but unissued common stock, par value $.001 per share, of Simplex ("Simplex Common Stock") in exchange for 636,239 shares, subject to adjustment as set forth herein (the "AHT Shares") of authorized but unissued common stock, par value $.01 per share, of AHT ("AHT Common Stock"), and Simplex desires to acquire the AHT Shares in exchange for the Simplex Shares. B. It is the intention of the parties hereto that: (i) AHT acquire the Simplex Shares in exchange solely for the AHT Shares and Simplex acquire the AHT Shares in exchange solely for the Simplex Shares

Music Tones Ltd – SHARE EXCHANGE AGREEMENT (March 17th, 1997)

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made this 5th day of March 1997, by and between Music Tones Ltd., a Colorado corporation ("MTL"), and Simplex Medical Systems, Inc., a Florida corporation ("Simplex"). WHEREAS, MTL desires to acquire all of the issued and outstanding shares of common stock of Simplex in exchange for an aggregate of 3,453,000 authorized but unissued restricted shares of the common stock, $.0001 par value, of MTL (the "Common Stock") the "Exchange Offer"); and WHEREAS, Simplex desires to assist MTL in a business combination which will result in the shareholders of Simplex owning approximately 46.04% of the then issued and outstanding shares of MTL's Common Stock, and MTL holding 100% of the issued and outstanding shares of Simplex's common stock; and WHEREAS, the share exchange contemplated hereby will result in the Simplex shareholders tendering all of the outstanding common stock