Torque Engineering Corp – EQUITY LINE OF CREDIT AGEEMENT (December 17th, 2001)Exhibit 10.17 EQUITY LINE OF CREDIT AGEEMENT ------------------------------ AGREEMENT dated as of the ___ day of October 2001, (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a limited partnership (the "INVESTOR") and TORQUE ENGINEERING CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Five Million ($5,000,000) Dollars of the Company's common stock, par value $.00001 per share (the "COMMON STOCK"), for a total purchase price of Five Million ($5,000,000) Dollars; and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("REGULA
Torque Engineering Corp – ESCROW AGREEMENT (December 17th, 2001)EXHIBIT 10.19 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of November, 28 2001, by TORQUE ENGINEERING CORPORATION, a Delaware (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, (the "INVESTOR"); BUTLER GONZALEZ LLP (the "INVESTOR'S COUNSEL"); and FIRST UNION NATIONAL BANK, a national banking association, as Escrow Agent hereunder (the "ESCROW AGENT"). BACKGROUND WHEREAS, the Company through the Investor has entered into an Equity Line of Credit Agreement (the "EQUITY LINE OF CREDIT AGREEMENT") dated as of the date hereof, pursuant to which the Company proposes to sell the Company's Common Stock, par value $.00001 per share (the "COMMON STOCK"), at a price per share equal to the Purchase Price, as that term is defined in the Equity Line of Credit Agreement, for an aggregate price of up to Five
Torque Engineering Corp – ESCROW AGREEMENT (December 17th, 2001)EXHIBIT 10.15 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of October 28, 2001, by TORQUE ENGINEERING CORPORATION, a Delaware corporation (the "COMPANY"); YORKVILLE ADVISORS MANAGEMENT LLC, a Delaware limited liability company (the "CONSULTANT"); and FIRST UNION NATIONAL BANK, a national banking association, as Escrow Agent hereunder (the "ESCROW AGENT"). BACKGROUND WHEREAS, the Company and the Consultant have entered into a Consulting Agreement (the "CONSULTING AGREEMENT"), dated as of the date hereof, pursuant to which the Company proposes to sell convertible debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible into the Company's Common Stock, par value $.00001 per share (the "COMMON STOCK"), at a price per share equal to the Purchase Price, as that term is defined in the Securities P
Torque Engineering Corp – SECURITIES PURCHASE AGREEMENT (December 17th, 2001)EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 28, 2001, by and among TORQUE ENGINEERING CORPORATION, a Delaware corporation, with headquarters located at 2932 Thorne Drive, Elkhart, Indiana 46514 (the "COMPANY"), and the Buyers listed on Schedule I attached hereto (individually, a "BUYER" or collectively "BUYERS"). WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("REGULATION D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT"); WHEREAS, the parties desire that, upon the terms and subject to the conditions contained he
Torque Engineering Corp – REGISTRATION RIGHTS AGREEMENT (December 17th, 2001)EXHIBIT 10.18 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 28, 2001 by and between TORQUE ENGINEERING CORPORATION, a Delaware corporation, with its principal office located at 2932 Thorne Drive, Elkhart, Indiana 46514(the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP, (the "INVESTOR"). WHEREAS: A. In connection with the Equity Line of Credit Agreement by and between the parties hereto of even date herewith (the "EQUITY LINE OF CREDIT AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions of the Equity Line of Credit Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value $.00001 per share (the "COMMON STOCK"), which can be purchased pursuant to the terms of the Equity Line Credit Agreement for an aggregate purchase price of u
Torque Engineering Corp – PLACEMENT AGENT AGREEMENT (December 17th, 2001)Exhibit 10.20 TORQUE ENGINEERING CORPORATION PLACEMENT AGENT AGREEMENT Dated as of: November 14, 2001 Westport Partners, Ltd. 2425 Post Road Southport, Connecticut 06490 Ladies and Gentlemen: The undersigned, TORQUE ENGINEERING CORPORATION (the "COMPANY"), hereby agrees with WESTPORT PARTNERS, LTD., ("WESTPORT") as follows: 1. OFFERING. The Company hereby engages Westport to act as its exclusive placement agent in connection with the Equity Line of Credit Agreement dated the date hereof, (the "EQUITY LINE OF CREDIT AGREEMENT") pursuant to which the Company shall issue and sell to the Investor named therein, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Five Million Dollars ($5,000,000) of the Company's common stock (the "COMMITMENT AMOUNT"), par value $.00001 per share (th
Torque Engineering Corp – INVESTOR REGISTRATION RIGHTS AGREEMENT (December 17th, 2001)EXHIBIT 10.14 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 28, 2001, by and among TORQUE ENGINEERING CORPORATION, a Delaware corporation, with its principal office located at 2932 Thorne Drive, Elkhart, Indiana 46514 (the "COMPANY"), and the undersigned investors (each, an "INVESTOR" and collectively, the "INVESTORS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investors convertible debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible into that number of shares of the Company's common stock, par value $.00001 (the "COMMON STOCK"), pur
Torque Engineering Corp – ACCOUNT PURCHASE AGREEMENT (August 17th, 2001)Exhibit 10.1 Client #: 17TE00 ACCOUNT PURCHASE AGREEMENT This Account Purchase Agreement ("Agreement") is executed this 2nd day of May, 2001 between Torque Engineering Corporation, a Delaware Corporation ("Seller") and Crown Financial, L. L. C. ("Purchaser"). RECITALS A. Seller desires to obtain cash on an accelerated basis by selling to Purchaser certain rights to payment for goods sold or leased and services rendered to third parties evidenced by one or more invoices ("Invoice(s)") constituting accounts receivable ("Account(s)") due Seller from a customer ("Customer") approved by Purchaser. B. Seller and Purchaser desire to establish a contractual format under which Seller would sell and Purchaser would purchase certain Accounts owed Seller by Cust
Torque Engineering Corp – EMPLOYMENT AGREEMENT (April 27th, 2001)EXHIBIT 4.4 EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2001, between Torque Engineering Corporation of 2932 Thorne Drive, Elkhart, Indiana 46514 (hereinafter the Company) and Michael Bennett (hereinafter the Employee). 1. Term of Employment. The Employee's employment shall begin as of January 1, 2001, and shall continue for a period of three years thereafter. 2. Salary. The Company shall pay the Employee a salary of One Hundred Thousand Dollars ($100,000) per year payable as follows. (a) For employment services rendered during the period from January 1, 2001, through April 30, 2001, the Employee shall be paid 35,543 shares which includes reimbursement of expenses as provided in paragraph 7. The Company shall take all steps and pay all fees reasonably necessary to register the sha
Torque Engineering Corp – EMPLOYMENT AGREEMENT (April 27th, 2001)EXHIBIT 4.4 EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2001, between Torque Engineering Corporation of 2932 Thorne Drive, Elkhart, Indiana 46514 (hereinafter the Company) and Michael Bennett (hereinafter the Employee). 1. Term of Employment. The Employee's employment shall begin as of January 1, 2001, and shall continue for a period of three years thereafter. 2. Salary. The Company shall pay the Employee a salary of One Hundred Thousand Dollars ($100,000) per year payable as follows. (a) For employment services rendered during the period from January 1, 2001, through April 30, 2001, the Employee shall be paid 35,543 shares which includes reimbursement of expenses as provided in paragraph 7. The Company shall take all steps and pay all fees reasonably necessary to register the sha
Torque Engineering Corp – CORPORATE NOTE (March 29th, 2001)Exhibit 10.10 CORPORATE NOTE Dated: December 31, 2000 Amount of Note: $11,656.39 On December 31, 2000, for value received, Torque Engineering Corporation, a corporation organized under the laws of Deleware, whose principal place of business is located at 2932 Thorne Drive, Elkhart, Indiana 46514, in this note referred to as corporation, promises to pay to Richard D. Wedel, of 3900 Woodcastle Road, Evansville, Indiana 47711, in this note referred to as payee, the amount of Eleven Thousand Six Hundred Fifty six Dollars and Thirty Nine cents ($11,656.39) without interest on or before June 30, 2001 hereof. If there is a default on such payment when due, the entire amount of principal and interest at the rate of Ten (10%) shall become immediately due and payable without notice. In witness whereo
Torque Engineering Corp – CORPORATE NOTE (March 29th, 2001)Exhibit 10.8 CORPORATE NOTE Dated: October 4, 2000 Amount of Note: $15,000.00 On October 4, 2000, for value received, Torque Engineering Corporation, a corporation organized under the laws of Deleware, whose principal place of business is located at 2932 Thorne Drive, Elkhart, Indiana 46514, in this note referred to as corporation, promises to pay to Richard D. Wedel, of 3900 Woodcastle Road, Evansville, Indiana 47711, in this note referred to as payee, the amount of Fifteen Thousand Dollars ($15,000.00) without interest on or before June 30, 2001 hereof. If there is a default on such payment when due, the entire amount of principal and interest at the rate of Ten (10%) shall become immediately due and payable without notice. In witness whereof, corporation has caused this note to be exec
Torque Engineering Corp – CORPORATE NOTE (March 29th, 2001)Exhibit 10.7 CORPORATE NOTE Dated: September 28, 2000 Amount of Note: $30,000.00 On September 28, 2000, for value received, Torque Engineering Corporation, a corporation organized under the laws of Deleware, whose principal place of business is located at 2932 Thorne Drive, Elkhart, Indiana 46514, in this note referred to as corporation, promises to pay to Richard D. Wedel, of 3900 Woodcastle Road, Evansville, Indiana 47711, in this note referred to as payee, the amount of Thirty Thousand Dollars ($30,000.00) without interest on or before June 30, 2001 hereof. If there is a default on such payment when due, the entire amount of principal and interest at the rate of Ten (10%) shall become immediately due and payable without notice. In witness whereof, corporation has caused this note to be e
Torque Engineering Corp – CORPORATE NOTE (March 29th, 2001)Exhibit 10.9 CORPORATE NOTE Dated: October 12, 2000 Amount of Note: $15,000.00 On October 12 & 13, 2000, for value received, Torque Engineering Corporation, a corporation organized under the laws of Deleware, whose principal place of business is located at 2932 Thorne Drive, Elkhart, Indiana 46514, in this note referred to as corporation, promises to pay to AG & Associates of 4 Riviera Avenue, Coto De Cazo, CA 92679, in this note referred to as payee, the amounts of Twelve Thousand Dollars ($12,000.00) & Three Thousand Dollars ($3,000) respectively, without interest on or before June 30, 2001 hereof. If there is a default on such payment when due, the entire amount of principal and interest at the rate of Ten (10%) shall become immediately due and payable without notice. In w
Torque Engineering Corp – REAL ESTATE LEASE (May 25th, 2000)REAL ESTATE LEASE THIS AGREEMENT OF LEASE ("Agreement" or "Lease"), made and entered into this 29th day of April, 1999, by and between Richard W. Strefling Industries, Inc. (herein the "LANDLORD"), an Indiana corporation, and Quintessence Oil Co., Inc., a ____________ corporation (herein the "TENANT"). WITNESSETH: In consideration of the rents, covenants, and agreements hereinafter set forth, LANDLORD and TENANT hereby agree as follows: 1. LEASED PREMISES. LANDLORD hereby leases to TENANT, and TENANT hereby leases from LANDLORD the following described real estate located in Elkhart county, State of Indiana, to-wit: Legal Description: See Exhibit "A" attached together with the building and improvement located thereon and commonly known as 2932 Thorne Drive, Elkhart, Indiana (such real estate, buildings, and improvements herein being referred to as the "Premises"). 2. TERM OF LE
Torque Engineering Corp – TORQUE ENGINEERING PRESS RELEASE (April 25th, 2000)TORQUE ENGINEERING PRESS RELEASE (f/k/a Quintessence Oil Company) April 19, 2000 Elkhart, Indiana The new management of Torque (formerly known as Quintessence Oil Company) reported today that it had just discovered that the audit reports accompanying the financial statements of Quintessence for the fiscal years ended December 31, 1997 and 1998 were fraudulent as the audits were not performed by the accounting firm set forth on the reports. Quintessence Oil Company was essentially dormant during that period of time and present management believes the financial statements included with the 1997 and 1998 10-KSBs are likely accurate since there were essentially no operations and the assets consisted principally of cash. The company has engaged new auditors to audit the financial statements for the year ended December 31, 1999. While preparing the Form 8-K to disclose the
Quintessence Oil Co – PLAN AND AGREEMENT OF REORGANIZATION (June 11th, 1999)1 EXHIBIT 2.1 PLAN AND AGREEMENT OF REORGANIZATION AN EXCHANGE BY IPSL CORPORATION OF 100% OF ITS OUTSTANDING COMMON STOCK FOR 1,500,000 SHARES OF THE COMMON STOCK OF QUINTESSENCE OIL CORPORATION Quintessence Oil Company a Wyoming corporation, hereinafter referred to as "QTSN", the shareholders of IPSL, Inc. who are collectively the "SHAREHOLDERS" of IPSL, Inc. ("IPSL"), agree as follows: ARTICLE 1. PLAN OF REORGANIZATION PLAN ADOPTED Section 1.01 A Plan of Reorganization of QTSN and IPSL, pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is adopted as follows: (a) SHAREHOLDERS will transfer to QTSN one hundred percent (100%) of the issued and outstanding shares of the
Quintessence Oil Co – LETTER OF INTENT BETWEEN (May 17th, 1999)1 EXHIBIT 10 LETTER OF INTENT BETWEEN IPSL, INC. AND QUINTESSENCE OIL CORPORATION Quintessence Oil Company a Wyoming corporation, hereinafter referred to as "QTSN", the shareholders of IPSL, Inc. who collectively the "SHAREHOLDERS" of IPSL, Inc. ("IPSL"), agree as follows: ARTICLE 1. PROPOSED PLAN OF REORGANIZATION PLAN TO BE ADOPTED Section 1.01 The plan if adopted will be a Plan of Reorganization of QTSN and IPSL, pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is adopted as follows: (a) SHAREHOLDERS will transfer to QTSN one hundred percent (100%) of the issued and outstanding shares of the common stock of IPSL as set forth in Exhibit "A" attached hereto. (b) In exchange for the shares transferred by SHAREHOLDERS, QTSN will issue and c
Quintessence Oil Co – STOCK PURCHASE AGREEMENT (April 19th, 1999)1 EXHIBIT 2.1 QUINTESSENCE OIL COMPANY STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into this ______ day of March 1999 by and between the attached investors and collectively the "Investment Group" and Quintessence Oil Company a publicly traded Wyoming corporation ("QTSN"), (the "Seller") with respect to the following facts: RECITALS The Seller is a publicly traded corporation duly formed and in good standing in the State of Wyoming. As of its most current quarterly report the company had 1,000,000 shares of its common stock outstanding, and 50,000,000 shares of authorized common stock. The Seller is a development stage company formed for the purpose of purchasing, developing and operating oil and gas leases. To date, the company has purchased one oil and gas lease that it has not had the funds to develop. The Seller through consultat
Quintessence Oil Co – LEASE FOR OIL AND GAS OR GEOTHERMAL RESOURCES (September 26th, 1997)1 Department of the Interior Bureau of Land Management 97 MAR 20 AM 9:00 RECEIVED CHEYENNE, WYOMING UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT ASSIGNMENT OF RECORD TITLE INTEREST IN A LEASE FOR OIL AND GAS OR GEOTHERMAL RESOURCES Lease Serial No. WYW 136958 Lease Effective Date 7/1/95 Mineral Leasing Act of 1920 (30 U.S.C. 181 et seq.) Act of Acquired Lands of 1947 (30 U.S.C. 351-359) Geothermal Steam Act of 1970 (30 U.S.C. 1001-1025) Department of Interior Appropriations Act, Fiscal Year 1981 (42 U.S.C. 6508) PART A: ASSIGNMENT 1. Assignee QUINTESSENCE OIL COMPANY Street P. O. BOX 112 City, State, ZIP Code RIVERTON, WYOMING 82501 * If more than one assignee, check here [ ] and list the
