Atlantic Central Enterprises Ltd Sample Contracts

Atlantic Central Enterprises Ltd – ASSIGNMENT OF OFFICE LEASE (April 3rd, 1998)

ASSIGNMENT OF OFFICE LEASE THIS ASSIGNMENT OF OFFICE LEASE (ASSIGNMENT) is entered into this January 31 day of 1996, by and between EVERGREEN TRUST D.B.A. EVERGREEN CORPORATE CENTER (Landlord), NORTHERN ARIZONA EYE CLINIC, (Tenant) and VISTA LASER CENTERS OF THE SOUTHWEST, INC. (Assignee). RECITALS A.) On or about December 28, 1992, Landlord and Tenant entered into that certain lease agreement (Lease) pertaining to the lease of Suite 100 (Premises), Evergreen Corporate Center, 15100 N. 78th Way, Scottsdale, AZ. 85260 B.) The parties wish to amend the Lease as hereunder provided. AGREEMENTS: 1) Landlord here!n consents to the Assignment of the above referenced lease to VISTA LASER CENTERS OF THE SOUTHWEST, INC (Assignee). Tenant agrees that this assignment shall not relieve Tenant of any responsibility for payment or performance of the terms, covenants and conditions of the leas

Atlantic Central Enterprises Ltd – REGULATION S OFFSHORE TRANSACTION SUBSCRIPTION AGREEMENT (April 3rd, 1998)

Rev-2 PHARMA PATCH PLC (an Irish public limited company) REGULATION S OFFSHORE TRANSACTION SUBSCRIPTION AGREEMENT 2,150,000 American Depositary Shares, each representing one Ordinary Share, IR Pound .01 par value ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Any interest in the PHARMA PATCH PLC securities subscribed to hereunder may be resold within the jurisdiction of the United States or to U.S. Persons [as defined in Rule 902(o) of Regulation S under the United States Securities Act of 1933 ("Securities Act")] by or for the account of the undersigned Foreign Investor only (i) pursuant to a registration statement under the Securities Act, or (ii) pursuant to an applicable exemption from such registration. ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Pharma Patch PLC 15-16 FitzWilliam Place Dublin 2, Ireland FAX Number 011-353-1-661-9671 1. SUBSCRIPTION TO AMERICAN DEPOSITARY S

Atlantic Central Enterprises Ltd – UNITED STATES TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS") IN RELIANCE (April 3rd, 1998)

Date: June 1, 1995 VISTA TECHNOLOGIES INC. 12% Convertible Promissory Note Secured by Majority of the Capital Stock of Vista Vision Scandinavia AB Due June 15, 1998 THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE UNITED STATES TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS") IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S OF THE SECURITIES ACT OF 1933. ACCORDINGLY, NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS UNLESS THE ISSUER HAS RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACTS. VISTA TECHNOLOGIES INC., a Nevada corporation (herein called the "Company"), for value received, hereby promises to pay

Atlantic Central Enterprises Ltd – TERM SHEET (April 3rd, 1998)

TERM SHEET Between JEFFREY DICKSON (J.D.) and ATLANTIC CENTRAL ENTERPRISES LTD. (ACE) (The Parties) 1) The parties agree that they will form a new corporation to be called First American AMO (FA-AMO). 2) The business of FA-AMO shall be that as described in the business plan submitted to the ACE CEO on May 21, 1997 by J.D. in Bermuda. 3) ACE agrees to fund FA-AMO to the point at which separate funding is acquired for FA-AMO, which funding shall be sought immediately. ACE will fund FA-AMO up to $450,000 prior to any separate outside funding of FA-AMO, and consistent with a detailed Business Plan submitted to ACE by J.D. and as periodically revised. 4) The initial market capitalization of FA-AMO will be as follows:

Atlantic Central Enterprises Ltd – EXCHANGE AGREEMENT (April 3rd, 1998)

EXCHANGE AGREEMENT This Exchange Agreement ("Agreement") is made as of October 1, 1996 by and between Vista Laser Centers Of The Southwest, Inc., a Nevada corporation (the "Company"), and Vista Technologies, Inc., a Nevada corporation ("Vista Tech"). RECITALS WHEREAS, Vista Tech has received an assignment from Pharma Patch PLC of the Company's 12% Secured Convertible Promissory Note in the principal amount of $100,000 (the "Note"); WHEREAS, the Company desires to exchange with Vista Tech an aggregate of 100,000 shares of the Company's Common Stock ("Common Stock") in consideration for the Note and the release of the Company's obligations under, and the cancellation of the indebtedness evidenced by, the Note. NOW, THEREFORE, the Company and Vista Tech hereby agree as follows: 1. EXCHANGE. On this date and subject to the terms and conditions of this Agreement, the Company hereby exchanges an aggregate of

Atlantic Central Enterprises Ltd – Rev3 ROYALTY AGREEMENT (April 3rd, 1998)

Rev3 ROYALTY AGREEMENT THIS AGREEMENT (the "Agreement"), made as of this 15th day of June, 1995, by and between VISTA VISION SCANDINAVIA AB, a company organized under the laws of Sweden having a place of business c/o Clemens Wallens Ostlund Advokater AB, Vasterlanggatan 27, 111 29 Stockholm, Sweden (herein called "VVScandinavia") and the holders of record ("Beneficiaries") of those certain 12% Convertible Promissory Notes ("Vista Notes") issued by VISTA TECHNOLOGIES INC., a corporation of the State of Nevada, United States of America, (herein called "Vista-Parent"). For purposes of identification, the Vista Notes are secured by a pledge of 51% of the issued share capital of VVScandinavia. R E C I T A L S : WHEREAS, Vista-Parent through its wholly-owned subsidiary ConVista Vision BV, a company organized under the laws of The Netherlands, indirectly is the beneficial owner of all of the issued share capital of VVScandinavi

Atlantic Central Enterprises Ltd – INDEMNIFICATION AGREEMENT (April 3rd, 1998)

INDEMNIFICATION AGREEMENT This Agreement dated February 1, 1994 by and between MERCURY ACQUISITIONS INC., a Nevada corporation to be renamed VISTA TECHNOLOGIES INC. (the "Company") and MURRAY D. WATSON (the "Indemnified Party"). WHEREAS, the Indemnified Party has and/or will act as a director, officer, employee, financial advisor and/or agent of the Company; and WHEREAS, in consideration of such services, and pursuant to authority of its Board of Directors, the Company has agreed to enter into this Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. The Company hereby agrees to indemnify and hold harmless the Indemnified Party against any and all losses, claims, damages, judgments, liabilities or costs, including related attorneys' fees and other costs of investigation, preparation, defense and providing evidence, whether or not in connection with litigation in which the Indemnified Party is a party, as and when s

Atlantic Central Enterprises Ltd – EMPLOYMENT AGREEMENT (April 3rd, 1998)

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement') dated as of November 1, 1996, between VISTA TECHNOLOGIES INC., a Nevada corporation with its principal place of business in the United States at 167 S. San Antonio Road, Suite 9, Los Altos, CA 94022 (herein called the "Company") and Allen J. Simon (herein called the "Employee") residing at 3030 Washington St., San Francisco, CA 94115 1. EMPLOYMENT. The Company hereby employs Employee as the Company's Executive Vice President and Chief Operating Officer reporting to the Company's Chief Executive Officer. Employee will be responsible for management and supervision of the Company's operations for the term of this Agreement, and the Employee hereby accepts such employment upon the terms and conditions hereinafter set forth. 2. TERM. The term of this Agreement shall commence as of November 1, 1996 (the "Employment Date") and shall continue in effect for a term of 36 months, unless p

Atlantic Central Enterprises Ltd – EMPLOYMENT AGREEMENT (April 3rd, 1998)

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement') dated as of January 31, 1996, between VISTA TECHNOLOGIES INC., a Nevada corporation with its principal place of business in the United States at 126 E. 56th Street, 2nd Floor, New York, NY 10022 (herein called the "Company") and THOMAS A. SCHULTZ (herein called the "Employee") residing at 833 Orchid Place, Los Altos, California, 94024. 1. EMPLOYMENT. The Company hereby employs Employee initially as a non-officer employee of the Company for a period no longer than 30 days from the Employment Date as defined in Section 2, and thereafter as the Company's President and Chief Executive Officer reporting to the Company's Board of Directors, responsible for management and supervision of the Company's business and financial affairs for the term of this Agreement. Upon the signing of this Agreement, the Company agrees to elect Employee to its Board of Directors and thereafter will use its best effor

Atlantic Central Enterprises Ltd – TERM SHEET BETWEEN (April 3rd, 1998)

ATLANTIC CENTRAL ENTERPRISES, LTD. Hamilton, Bermuda TERM SHEET BETWEEN WSM CONSULTANTS, LTD. (WSM) AND THE ATLANTIC CENTRAL ENTERPRISES, LTD. (ACE) (the parties) 1. Ace will form a company to be called www.net Ltd. (Bermuda) (w.net) which will be 100% owned by ACE. 2. w.net will agree to fund WSM for the following amounts. (i) $15,000 in the month of August, 1997 and (ii) The lower of (a) or (b) below: (a) A maximum of $15,000 per month for 4 months, September 1997 to December 1997 or (b) the cash flow shortfall from operations for September, October, November and December. (iii) w.net will have the right to continue to fund WSM for the six month period January 1 through June 30, 1998 on the same basis as 2(ii

Atlantic Central Enterprises Ltd – PROMISSORY NOTE (April 3rd, 1998)

PROMISSORY NOTE US $138,698.00 Due on Demand FOR VALUE RECEIVED the undersigned promises to pay on demand to or to the order of ATLANTIC CENTRAL ENTERPRISES LIMITED ("ACE"), 41 Cedar Avenue, Hamilton, HM12, Bermuda the principal amount of ONE HUNDRED AND THIRTY EIGHT THOUSAND SIX HUNDRED AND NINETY EIGHT DOLLARS ($138,698) in lawful money of the United States of America, and to pay interest at the rate of Ten percent (10%) per annum calculated annually not in advance, both before and after default, demand and judgment, on the principal amount and overdue interest, if any, from time to time remaining unpaid, such interest to accrue from and including the date hereof and to be payable annually commencing on the 1st day of October, 1998. Payments shall be applied firstly in payment of unpaid accrued interest and the balance if any in reduction of principal. The covenant to pay interest shall not merge o

Atlantic Central Enterprises Ltd – REGULATION D PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (April 3rd, 1998)

Rev-D1 PHARMA PATCH PLC (an Irish public limited company) REGULATION D PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 250,000 American Depositary Shares, each representing one Ordinary Share, IR Pound .01 par value Pharma Patch PLC 15-16 FitzWilliam Place Dublin 2, Ireland FAX Number 011-353-1-661-9671 1. SUBSCRIPTION TO AMERICAN DEPOSITARY SHARES. The undersigned (herein called the "Investor"), hereby subscribes for the purchase of the number of American Depositary Shares ("ADS") indicated on the signature page hereof, each ADS representing one Ordinary Share, IR Pound .01 par value, in PHARMA PATCH PLC, an Irish public limited company (herein called "PHARMA PATCH") for the account of the Investor upon the terms and conditions set forth in this Subscription Agreement. The subscription price for each ADS shall be (i) $0.50 per ADS in United States funds, payable in cash upon acceptance hereof,

Atlantic Central Enterprises Ltd – AGREEMENT (April 3rd, 1998)

AGREEMENT THIS AGREEMENT executed as of the 6th day of January, 1997 BETWEEN: VISTA TECHNOLOGIES, INC., PHARMAPATCH, plc and RS-800, INC. (hereinafter collectively referred to as "Vista") - AND - VISTA LASER CENTRES OF THE NORTHEAST INC. (hereinafter referred to as "Northeast") - AND - CHERRY DEVELOPMENT CORPORATION, CHERRY SHARRER AND DR. SHELDON HERZIG (hereinafter collectively referred to as the "Northeast Parties") WHEREAS Northeast and the Northeast Parties desire and Vista desires to terminate their relationship; AND WHEREAS Northeast desires to transfer Vista Stock to Vista in accordance with this agreement; AND WHEREAS Vista desires to relinquish its interest in Northeast and forgive any and all indebtedness; NOW THEREFORE IN CONSIDERA

Atlantic Central Enterprises Ltd – STOCK PURCHASE AGREEMENT (April 3rd, 1998)

Rev-96d VISTA TECHNOLOGIES INC. STOCK PURCHASE AGREEMENT 200,000 shares of Common Stock, par value $0.005 per share ~~~~~~~~~~~~~~~~~~~~~~~~~~~ THE SECURITIES OFFERED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ACCORDINGLY, NO RESALE OR OTHER TRANSFER OF SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT. All references to Common Stock of Vista Technologies Inc. in this Agreement are after giving effect to a one (1) for five (5) reverse stock split effected with respect to its authorized and outstanding common stock pursuant to a Certificate of Amendment recorded with the Secretary of State of Nevada on September 12, 1995. ~~~~~~~~~~~

Atlantic Central Enterprises Ltd – NEITHER THIS AGREEMENT NOR ANY SECURITIES WHICH ARE TO BE EXCHANGED HEREUNDER (April 3rd, 1998)

Rev4 NEITHER THIS AGREEMENT NOR ANY SECURITIES WHICH ARE TO BE EXCHANGED HEREUNDER HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR THE UNITED STATES TRUST INDENTURE ACT OF 1939. ACCORDINGLY, NO TRANSFER OF SUCH SECURITIES OR ANY INTEREST THEREIN IN THE MARKETS OF THE UNITED STATES MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS THE ISSUER OF THE SECURITIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT. Unless otherwise stated, all dollar references in this Agreement refer to United States currency. AGREEMENT THIS AGREEMENT (the "Agreement"), made on the 1st day of March, 1996, is by and among: PHARMA PATCH PLC, a public limited company of the Republic of Ireland (herein called "PHARMA PATCH") with its principal office at 15-16 FitzWilliam Place, Dublin 2, Ireland; VISTA TECHNOLOGIES INC.,

Atlantic Central Enterprises Ltd – SECURITY AGREEMENT (April 3rd, 1998)

SECURITY AGREEMENT THIS SECURITY AGREEMENT is made and dated this 11th day of November, 1996, for the benefit of the registered holders of those certain 12% Secured Promissory Notes (herein collectively called the "Secured Parties" and individually a "Secured Party") in an aggregate principal amount not exceeding one million dollars issued by VISTA TECHNOLOGIES INC., a Nevada corporation ("Debtor") with its principal offices at 167 S. San Antonio Road, Suite 9, Los Altos, California 94022. A. Debtor has issued and sold 12% Secured Promissory Notes due June 30, 1997 or earlier upon the occurrence of certain events as set forth therein (herein called the "Bridge Notes"), pursuant to which Secured Parties have advanced loans to the Debtor on the terms and subject to the conditions set forth therein. All terms not otherwise defined herein are used with the same meaning as set forth in the Bridge Notes. B. As security for the payment and per

Atlantic Central Enterprises Ltd – OFFICE LEASE (April 3rd, 1998)

SCOTTSDALE MUNICIPAL AIRPARK NO. 7 OFFICE LEASE BY THIS LEASE, made and entered into this 28th day of December, 1992, parties hereto declare, covenant and agree as follows: 1. BASIC LEASE TERMS 1.1 The following terms shall have the meanings set forth below and in Section 1.2 for purposes of this Lease and shall be given such meanings wherever said terms appear in this Lease, unless the context requires otherwise, subject to such adjustments, restrictions and qualifications as are expressly set forth herein: Landlord: Evergreen Corporate Center 15100 N. 78th Way, Suite #200 Scottsdale, Arizona 85260 Tenant: Northern Arizona Eye Clinic 15100 N. 78th Way, Suite #100 Scottsdale, Arizona 85260 Building: The improvement designated in Exhibit "A", commonly known as Evergreen Corporate Center, and located at 15100 North 7

Atlantic Central Enterprises Ltd – UNITED STATES TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS") IN RELIANCE (April 3rd, 1998)

Date: June 1, 1995 VISTA TECHNOLOGIES INC. 12% Convertible Promissory Note Secured by Majority of the Capital Stock of Vista Vision Scandinavia AB Due June 15, 1998 THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE UNITED STATES TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS") IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S OF THE SECURITIES ACT OF 1933. ACCORDINGLY, NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS UNLESS THE ISSUER HAS RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACTS. VISTA TECHNOLOGIES INC., a Nevada corporation (herein called the "Company"), for value received, hereby promises to pay

Atlantic Central Enterprises Ltd – INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS"). ACCORDINGLY, NO TRANSFER OF (April 3rd, 1998)

December 10, 1996 $300,000.00 Los Altos, California VISTA TECHNOLOGIES INC. 12% Secured Promissory Note Due June 30, 1997 (or Earlier Upon Completion of Certain Events defined herein) THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED (THE "ACTS"). ACCORDINGLY, NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS UNLESS THE ISSUER HAS RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACTS. VISTA TECHNOLOGIES INC., a Nevada corporation (herein called the "Company"), for value received, hereby

Atlantic Central Enterprises Ltd – NEITHER THIS AGREEMENT NOR THE SECURITIES WHICH ARE TO BE EXCHANGED HEREUNDER (April 3rd, 1998)

Rev1 NEITHER THIS AGREEMENT NOR THE SECURITIES WHICH ARE TO BE EXCHANGED HEREUNDER HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT"). ACCORDINGLY, NO TRANSFER OF SUCH SECURITIES OR ANY INTEREST THEREIN IN THE MARKETS OF THE UNITED STATES MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS THE ISSUER OF THE SECURITIES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT. SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), made on the 1st day of March, 1996 and effective as of March 29, 1996, is by and among: PHARMA PATCH PLC, a public limited company of the Republic of Ireland (herein called "PHARMA PATCH") with its principal office at 15-16 FitzWilliam Place, Dublin 2, Ireland; THERAPEUTIC PATCH RESEARCH N.V., a body corporate organized under the laws of The Netherlands Antilles (herein c

Atlantic Central Enterprises Ltd – PROMISSORY NOTE (April 3rd, 1998)

PROMISSORY NOTE $361,860.00 Scottsdale, Arizona July 1, 1997 FOR VALUE RECEIVED, the undersigned, Vista Laser Centers Of The Southwest, Inc., a Nevada corporation, ("Maker"), promises to pay to the order of Casebeer Eye Centers, LTD., an Arizona corporation ("Holder"), at 15100 North 78th Way, Suite 201, Scottsdale, Arizona 85260, or at such other place as the Holder hereof may designate, in lawful money of the United States of America, the principal sum of Three Hundred Sixty-One Thousand Eight Hundred Sixty and O0/100 Dollars ($361,860.00), together with interest accrued thereon as provided below. This Note shall bear interest on the unpaid principal balance at the rate of eight percent (8%) per annum, simple interest. The principal amount of this Note and accrued interest thereon shall be payable on the first to occur of (i) June 30, 1999 or (

Atlantic Central Enterprises Ltd – MANAGEMENT AND CONSULTING AGREEMENT (October 3rd, 1996)

1 EXHIBIT 10.1 MANAGEMENT AND CONSULTING AGREEMENT ----------------------------------- Executed after but dated with effect as of and from the 16th day of November, 1995. BETWEEN: PHARMA PATCH PLC. incorporated under the laws of the Republic of Ireland (hereinafter referred to as "PP") OF THE FIRST PART; -and- TRIDENT MANAGEMENT INC. (hereinafter referred to as "Trident") OF THE SECOND PART; WHEREAS: 1. PP has recently completed the sale of substantially all of its operating assets and business operations and will either

Atlantic Central Enterprises Ltd – MANAGEMENT AND CONSULTING AGREEMENT (October 3rd, 1996)

1 EXHIBIT 10.2 MANAGEMENT AND CONSULTING AGREEMENT ----------------------------------- Executed after but dated with effect as of and from the 16th day of November, 1995. B E T W E E N: PHARMA PATCH PLC. incorporated under the laws of the Republic of Ireland (hereinafter referred to as "PP") OF THE FIRST PART; - and - PINNACLE FINANCIAL CORPORATION, (formerly known as 1141238 Ontario Limited) (hereinafter referred to as "Pinnacle") OF THE SECOND PART; WHEREAS: 1. PP has recently completed the