World of Science Inc Sample Contracts

World of Science Inc – LOAN AGREEMENT (April 28th, 2000)

COMPANY: WORLD OF SCIENCE, INC. TICKER: WOSI EXCHANGE: NMS FORM-TYPE: 10-K Exhibit 10.8 Loan Agreement FILING-DATE: April 28, 2000 Exhibit 10.8 ================================================================================ LOAN AGREEMENT Between IBJ WHITEHALL RETAIL FINANCE Agent for the Revolving Credit Lenders And WORLD OF SCIENCE, INC. Lead Borrower For World of Science, Inc. WOSI on the Web, Inc. As of March 21, 2000 =======================================================

World of Science Inc – 1993 EMPLOYEE STOCK OPTION PLAN (June 5th, 1997)

EXHIBIT 10.3 WORLD OF SCIENCE, INC. 1993 EMPLOYEE STOCK OPTION PLAN World of Science, Inc. (the "Company") hereby establishes the 1993 Stock Option Plan (the "Plan"). The purpose of the Plan is to advance the interest of the Company and its stockholders by providing a means by which the Company shall be able to attract and retain competent key employees and nonemployee directors, consultants and advisors and to provide such persons with an opportunity to participate in the increased value of the Company which their effort, initiative, and skill have helped produce. 1. Authority to grant options. The Board of Directors of the Company -------------------------- (the "Board") may from time to time in its discretion grant to eligible persons options to purchase shares of the Common Stock o

World of Science Inc – NON-DISCLOSURE AGREEMENT (April 11th, 1997)

EXHIBIT 10.2 COVENANT NOT-TO-COMPETE ----------------------- AND --- NON-DISCLOSURE AGREEMENT ------------------------ 1. Restrictive Covenant. I agree that during the course of my -------------------- employment I shall work full time for EDUCATIONAL MODULES, INC. (the "Employer") and that for a period of one year following termination of my employment, I will not engage, whether directly or indirectly, in the same business as the Employer in any geographic area in which the Employer shall then be doing business. By reason of my acquisition of confidential information during the term of my employment, it is agreed that any breach of this agreement by me shall entitle the employer in addition to any le

World of Science Inc – STOCK PURCHASE AGREEMENT (April 11th, 1997)

EXHIBIT 10.6 EDUCATIONAL MODULES, INC. STOCK PURCHASE AGREEMENT Board of Directors December , 1992 -- Educational Modules, Inc. Gentlemen: The undersigned (the ------------------------------------------------- "Purchaser") hereby purchases shares of the Common Stock of --------- Educational Modules, Inc., a New York corporation (the "Company") at a purchase price of $9.00 per share for an aggregate purchase price of $ . ---------- Summary ------- The Company was organized in March

World of Science Inc – INCENTIVE STOCK OPTION PLAN (April 11th, 1997)

EXHIBIT 10.4 INCENTIVE STOCK OPTION PLAN --------------------------- 1. Grant of Options. The Board of Directors of EDUCATIONAL MODULES, ---------------- INC., a New York corporation, is hereby authorized by a majority vote of its members to issue stock options from time to time on the corporation's behalf to any one or more persons who at the date of such grant are full-time employees of the corporation. Any option granted under this Plan shall be granted within ten (10) years from the date hereof. 2. Amount of Stock. The aggregate amount of stock which may be purchased --------------- pursuant to options granted under this Plan shall be twenty-five thousand (25,000) shares of the corporation's common stock. 3. Lim

World of Science Inc – STOCK PURCHASE AGREEMENT (April 11th, 1997)

EXHIBIT 10.7 EDUCATIONAL MODULES, INC. STOCK PURCHASE AGREEMENT Board of Directors December 17, 1992 Educational Modules, Inc. Gentlemen: The undersigned M & T Capital Corporation, New York corporation, (the "Purchaser") hereby purchases 111,111 shares of the Common Stock of Educational Modules, Inc., a New York corporation (the "Company") at a purchase price of $9.00 per share for an aggregate purchase price of $999,999.00. Summary ------- The Company was organized in March, 1969, as a New York corporation. Pursuant to its Articles of Incorporation, as amended, (the "Articles of Incorporation"), the Company is authorized to issue 2,000,000 shares of Common Stock, $.O5 par value, of which 474,202 shares are currently outstanding. Th

World of Science Inc – STOCK PURCHASE AGREEMENT (April 11th, 1997)

EXHIBIT 10.5 EDUCATIONAL MODULES, INC. STOCK PURCHASE AGREEMENT Board of Directors August____, 1992 Educational Modules, Inc. Gentlemen: The undersigned (the "Purchaser") hereby purchases____shares of the Common Stock of Educational Modules, Inc., a New York corporation (the "Company") at a purchase price of $9.00 per share for an aggregate purchase price of $_________. Summary ------- The Company was organized in March, 1969, as a New York corporation. Pursuant to its Articles of Incorporation, as amended, (the "Articles of Incorporation"), the Company is authorized to issue 2,000,000 shares of Common Stock, $.05 par value, of which 437,646 shares are currently outstanding. The Company is offering for sale up to 36,556 shares of its commo

World of Science Inc – UNDERWRITING AGREEMENT (April 11th, 1997)

EXHIBIT 1 ___ SHARES COMMON STOCK ($___ PAR VALUE) UNDERWRITING AGREEMENT ---------------------- _________________, 1997 A.G. EDWARDS & SONS, INC. RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the Several Underwriters c/o A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 The undersigned, World of Science, Inc., a New York corporation (the "Company") and the persons listed on Schedule I hereto (the "Selling Shareholders"), hereby address you as the representatives (the "Representatives") of each of the persons, firms and corporations listed on Schedule II hereto (collectively, the "Underwriters") and hereby confirm their agre

World of Science Inc – CERTIFICATE OF INCORPORATION (April 11th, 1997)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF WORLD OF SCIENCE, INC. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW The undersigned, for the purpose of forming a corporation pursuant to Section 402 of the New York Business Corporation Law, hereby certifies: 1. The name of the Corporation is WORLD OF SCIENCE, INC. 2. The purpose for which it is formed is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that the Corporation is not formed to, nor will it, engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. 3. The office of the Corporation is to be located in Monroe County,

World of Science Inc – EMPLOYMENT AGREEMENT (April 11th, 1997)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of February, 1996, between WORLD OF SCIENCE, INC., a New York corporation with offices located at 900 Jefferson Road, Building 4, Rochester, New York ("Employer") and FRED H. KLAUCKE, residing at 420 Lake Road, Webster, New York 14580 ("Employee") as follows: W I T N E S S E T H: - - - - - - - - - - 1. TERM OF EMPLOYMENT. Employer hereby employs Employee and Employee hereby ------------------ agrees to perform services for Employer for a two year term commencing February 1, 1996 and terminating on January 31, 1998. This Employment Agreement shall automatically renew for successive two year terms thereafter, unless either the Employer or Employee shall have notified the other in writing at least sixty (60) days prior to the expiration of t

World of Science Inc – WHEN THE COMPANY FILES ITS RESTATED CERTIFICATE OF INCORPORATION AND COMPLETES (April 11th, 1997)

EXHIBIT 23(b) WHEN THE COMPANY FILES ITS RESTATED CERTIFICATE OF INCORPORATION AND COMPLETES A FIVE-FOR-ONE STOCK SPLIT AS DESCRIBED IN NOTE 2, WE WILL BE IN A POSITION TO ISSUE THE FOLLOWING ACCOUNTANT'S CONSENT. KPMG PEAT MARWICK LLP APRIL 11, 1997 ACCOUNTANTS' CONSENT The Board of Directors World of Science, Inc. We consent to the use of our report included herein and to the references to our firm under the headings "Selected Financial Data" and "Experts" in the Prospectus. Rochester, New York April , 1997