Eclipse Entertainment Group Inc Sample Contracts

Lifespan Inc. – LICENSE AGREEMENT (August 26th, 2009)

Exhibit 10.1 LICENSE AGREEMENT DATED FOR REFERENCE THE 18TH DAY OF JUNE, 2009 BETWEEN LIFESPAN INC. 6490 W. Desert Inn Rd. Las Vegas NV 89146 (Hereinafter referred to as "Lifespan" or "Licensor") OF THE FIRST PART, AND: CYTTA CORP. 905 Ventura Way, Mill Valley, CA 94941 (Hereinafter referred to as "CYTTA" or "Licensee") OF THE SECOND PART, RECITALS A. Licensor has acquired a combined exclusive license to manufacture, distribute and market unique technology, plans, patents, trade secrets, trademarks, service marks, know-how and processes (collectively "proprietary

Lifespan Inc. – Dear Sirs PROPOSED JOINT VENTURE AGREEMENT (April 2nd, 2008)

Exhibit 10.1 The Board of Directors Lifespan Inc 6204 Sugartree Ave, Las Vegas, Nv. 89141 September 7th, 2007 Dear Sirs PROPOSED JOINT VENTURE AGREEMENT We refer to the recent discussions between Lifespan Inc (Lifespan) and USA Uranium Corp. (USA) regarding the formation of a joint venture to explore, develop and, if warranted, mine 111 U.S. Federal Lode Mining Claims within the JV Area (as defined below) for all minerals (Joint Venture). As set out in Schedule 2 the JV is an area of approximately 2200 square miles allocated by Lifespan to the Joint Venture (JV Area) as follows the unpatented lode mining claims, (the "mining claims") situated in San Juan County, State of Utah, which are more particularly described in the copy of the Notice of Location for each claim which is recorded in the Recorder's Office of San Juan County, State of Utah,

Lifespan Inc. – CONSULTING AGREEMENT (October 15th, 2007)

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of August, 2007 ("Effective Date"), Between LIFESPAN INC 6204 Sugartree Ave, Las Vegas, Nv. 89141 ("CORPORATION") AND: Arnold Howardson 611 N.E. 204th Street Shoreline, Seattle Wash. 98155 ("CONSULTANT") 1. Term of Agreement. The respective duties and obligations of the parties shall commence on the Effective Date and shall continue for a period of twelve (12) months. 2. Consultations. The Consultant shall make itself available to consult with the directors and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Corporation and other relevant matters relating to the business of the Corporation. Specifically, it is anticipated that the Consultant shall (i) assis

Lifespan Inc. – ADMINISTRATIVE AGREEMENT (October 15th, 2007)

Exhibit 10.3 ADMINISTRATIVE AGREEMENT THIS ADMINISTRATIVE AGREEMENT ("Agreement") is made and entered into this 1st day of August, 2007 ("Effective Date"), Between LIFESPAN INC 6204 Sugartree Ave, Las Vegas, Nv. 89141 ("CORPORATION") AND: Robert Kamyszek 816 Holly Avenue Winnipeg, Manitoba, Canada, R3T1W4 ("CONSULTANT") 1. Term of Agreement. The respective duties and obligations of the parties shall commence on the Effective Date and shall continue for a period of twelve (12) months. 2. Consultations. The Consultant shall make itself available to consult with the directors and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Corporation and other relevant matters relating to the business of the Corporation. Specifically, it is anticipated that the Consultant shall (

Lifespan Inc. – MANAGEMENT AGREEMENT (October 15th, 2007)

Exhibit 10.2 MANAGEMENT AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of August, 2007 ("Effective Date"), Between LIFESPAN INC 6204 Sugartree Ave, Las Vegas, Nv. 89141 ("CORPORATION") AND: Stuart Brame 6204 Sugartree Ave, Las Vegas, Nv. 89141 ("CONSULTANT and/or CEO") 1. Term of Agreement. The respective duties and obligations of the parties shall commence on the Effective Date and shall continue for a period of twelve (12) months. 2. Consultations. The Consultant shall as CEO make itself available to consult with the directors and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Corporation and other relevant matters relating to the business of the Corporation. Specifically, it is anticipated that the Co

Nationsrx Inc – EX-10.4 EXCLUSIVE SUPPLY CHAIN SOLUTIONS LICENSE AGREEMENT (November 24th, 2003)

EX-10.4 EXCLUSIVE SUPPLY CHAIN SOLUTIONS LICENSE AGREEMENT EXCLUSIVE SUPPLY CHAIN SOLUTIONS LICENSE AGREEMENT DATED FOR REFERENCE THE 29th DAY OF AUGUST, 2003 BETWEEN The Niseda Group, Inc. Suite 114-201 23905 Clinton Keith Road Wildomar, California 92595 (hereinafter referred to as "The Niseda Group" or "Licensor") OF THE FIRST PART, AND: Nations Rx, Inc. Suite 1 8 Macbeth Court Rancho Mirage, California 92270 (hereinafter referred to as "Nations Rx" or "Licensee") OF THE SECOND PART, RECITALS A. Licensor has developed

Nationsrx Inc – EX-10.2 AGREEMENT FOR CONSULTING SERVICES (October 20th, 2003)

EX-10.2 AGREEMENT FOR CONSULTING SERVICES AGREEMENT FOR CONSULTING SERVICES AGREEMENT made and entered into as of this fifteenth day of February 2003 (the "Agreement"), by and between Eclipse Entertainment Group, Inc., a Nevada corporation (the "Company") with principal offices at 10520 Venice Boulevard, Culver City, California 90232 and Gary M. Campbell residing at 8 MacBeth Court, Rancho Mirage, CA 92270 ("Consultant"). Whereas, the Company is in the business of producing films and establishing a network of foreign and domestic buyers to produce or acquire film programming; and Whereas, the Consultant is in the business of providing business advice, management and product marketing services to companies and the Company believes such experience is in its best interest to utilize, and Whereas, the Company acknowledges that the Consultant has been performing such services since August 1st, 2002 for the Company, and Whereas,

Nationsrx Inc – EX-10.3 AGREEMENT FOR CONSULTING SERVICES (October 20th, 2003)

EX-10.3 AGREEMENT FOR CONSULTING SERVICES AGREEMENT FOR CONSULTING SERVICES AGREEMENT made and entered into as of this 1st day of April 2003 (the "Agreement"), by and between Eclipse Entertainment Group, Inc., a Nevada corporation (the "Company") with principal offices at 10520 Venice Boulevard, Culver City, California 90232 and David Rykbos residing at 23905 Clinton Keith Road, Suite 114-201, Wildomar, California 92595 ("Consultant"). Whereas, the Company is in the business of healthcare device distribution, healthcare services and establishing a network of foreign and domestic buyers to sell existing film programming; and Whereas, the Consultant is in the business of providing healthcare related business advice, management and product marketing services to companies and the Company believes such experience is in its best interest to utilize, and Whereas, the Company acknowledges that the Consultant has been performin

Eclipse Entertainment Group Inc – NOTEHOLDER PREFERRED SHARE EXCHANGE AGREEMENT (July 10th, 2003)

EXHIBIT 10.3 NOTEHOLDER PREFERRED SHARE EXCHANGE AGREEMENT Dated for reference the 30th day of December, 2002 AMONG: ECLIPSE ENTERTAINMENT GROUP, INC. of 10520 Venice Blvd., Culver City, CA 90232 ("ECLE") ANCIENT WARRIORS LLC of 2265A Westwood Blvd., Los Angeles, CA 90064 ("AW") ECLIPSE RELEASING, INC. of 10520 Venice Blvd., Culver City, CA 90232 ("ECR") (collectively the "Companies") AND THOMAS HUDSON of 16

Eclipse Entertainment Group Inc – REVISION/ LICENSE AGREEMENT (April 24th, 2003)

Exhibit 10.4 Revision/License Agreement dated April 15th, 2003 REVISION/ LICENSE AGREEMENT THIS Agreement dated April 15th, 2003 is between TerraStar Marketing, Inc. ("Licensor"), whose address is 74-040 Hwy 111, Suite JJ1, Palm Desert Ca, 92260, TerraStar Data Inc. ("Data"), same address, and Eclipse Entertainment Group, Inc., a Nevada corporation having a principal place of business located 10520 Venice Boulevard, Culver City, California, 90232 ("Licensee"). TABLE OF CONTENTS RECITALS 1. EFFECTIVE DATE 2. DEFINITIONS 3. WARRANTY, SUPERIOR RIGHTS AND REPRESENTATIONS 4. LICENSE 5. PAYMENTS AND REPORTS 6. TERM AND TERMINATION 7. ASSIGNMENT 8. INDEMNIFICATION 9. USE OF LICENSOR AND COMPONENT'S NAME 10. CONFIDENTIAL INFORMATION 11. ALTERNATE DISPUTE RESOLUTION 12. GENERAL SIGNATURES RECITALS A.

Eclipse Entertainment Group Inc – NAME AGREEMENT (April 24th, 2003)

Exhibit 10.2 Name Agreement Dated April 19th, 2003 NAME AGREEMENT DATED FOR REFERENCE THE 19TH DAY OF APRIL, 2003 BETWEEN NATIONSRX, INC. Suite 114-201 23905 Clinton Keith Road Wildomar, California 92595 (Hereinafter referred to as "Seller" ) OF THE FIRST PART, AND: ECLIPSE ENTERTAINMENT GROUP, INC. Suite JJ1 74-040 HWY 111 Palm Desert, California 92260 (hereinafter referred to as "Buyer") OF THE SECOND PART, RECITALS A. Buyer, a Nevada Corporation wishes to change its name to one more expressive of its new direction and focus. B. Seller, a California Corporation, has been operating their business under the name "NationsRx, Inc." C. Buyer wishes to change their name immediately to "NationsRx, Inc." In consideration of one dollar and other good and valuable consideration, the parties hereby agree to the following terms and conditions a. The Seller herby agrees to allow the Buyer the rights to the name

Eclipse Entertainment Group Inc – CLOSING/COMMON STOCK PURCHASE AGREEMENT (April 24th, 2003)

Exhibit 10.3 Closing/Common Stock Purchase Agreement dated December 31, 2002. CLOSING/COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (THE "AGREEMENT") is made as of this 31st day of December 2002, by and among ECLIPSE ENTERTAINMENT GROUP, INC., a Nevada corporation ("ECLE"), TERRASTAR MARKETING INC., a Nevada corporation ("TMI"), TERRASTAR DATA CORP., a Nevada corporation ("TDC") Certain terms are used herein as defined below in Article I or elsewhere in this Agreement. RECITALS WHEREAS, ECLE is a publicly held company with its common stock trading on the OTC bulletin board and is looking to acquire the stock of growing privately held company; WHEREAS, TDC collectively owns all of the outstanding shares of Common Stock of TMI (the "TMI Shares"). WHEREAS, TMI is a growing privately held company which is desirous of being acquired by a publicly held compa

Eclipse Entertainment Group Inc – LICENSE AGREEMENT (April 24th, 2003)

Exhibit 10.1 Dated: April 24, 2003 Exhibit 10.1- License Agreement dated April 6th, 2003 LICENSE AGREEMENT DATED FOR REFERENCE THE 6th DAY OF April, 2003 BETWEEN NATIONSRX, INC. Suite 114-201 23905 Clinton Keith Road Wildomar, California 92595 (Hereinafter referred to as "NationsRx" or "Licensor") OF THE FIRST PART, AND: ECLIPSE ENTERTAINMENT GROUP, INC. 10520 Venice Boulevard, Culver City, California, 90232 (hereinafter referred to as "Eclipse" or "Licensee") OF THE SECOND PART, RECITALS A. Licensor has developed a business and business model comprised of unique technology, business plans, economic models, systems, licenses, patents, trade secrets, trademarks, service marks, know-how and processes (collectively "the Business" or the "Business Model" and/or the "proprietary information") for the provision of pharmacy benefits management services. The Business is as set out in Schedule A B. Lice

Eclipse Entertainment Group Inc – NOTEHOLDER PREFERRED SHARE EXCHANGE AGREEMENT (April 16th, 2003)

EXHIBIT 10.3 NOTEHOLDER PREFERRED SHARE EXCHANGE AGREEMENT Dated for reference the 30th day of December, 2002 AMONG: ECLIPSE ENTERTAINMENT GROUP, INC. of 10520 Venice Blvd., Culver City, CA 90232 ("ECLE") ANCIENT WARRIORS LLC of 2265A Westwood Blvd., Los Angeles, CA 90064 ("AW") ECLIPSE RELEASING, INC. of 10520 Venice Blvd., Culver City, CA 90232 ("ECR") (collectively the "Companies") AND THOMAS HUDSON of 16

Eclipse Entertainment Group Inc – AGREEMENT FOR CONSULTING SERVICES (December 19th, 2002)

Exhibit 10.5 AGREEMENT FOR CONSULTING SERVICES AGREEMENT made and entered into as of this fifteenth day of August 2002 (the "Agreement"), by and between Eclipse Entertainment Group, Inc., a Nevada corporation (the "Company") with principal offices at 10520 Venice Boulevard, Culver City, California 90232 and Gary M. Campbell residing at 8 MacBeth Court, Rancho Mirage, CA 92270 ("Consultant"). WHEREAS, the Company is in the business of producing films and establishing a network of foreign and domestic buyers to produce or acquire film programming; and WHEREAS, the Consultant is in the business of providing business advice, management and product marketing services to companies and the Company believes such experience is in its best interest to utilize, and WHEREAS, the Company acknowledges that the Consultant has been performing such services since August 1st,

Eclipse Entertainment Group Inc – THIS AGREEMENT IS ENTERED INTO AS OF THE 31ST OF DECEMBER, 2001. (May 17th, 2002)

Exhibit 10.4 CONTRACT THIS AGREEMENT IS ENTERED INTO AS OF THE 31ST OF DECEMBER, 2001. between: ECLIPSE ENTERTAINMENT GROUP, INC., (hereafter "ECLE") and: ANCIENT WARRIORS FILMS, LLC, (hereafter "AWF") and: FRANCO COLUMBU, (hereafter "FC") THE PARTIES ACKNOLEDGE AND AGREE AS FOLLOWS: 1. ECLE is the beneficial owner of 100% of the shares of stock of AWF.The motion picture "Ancient Warriors"(hereafter the "Picture") itself will be owned pursuant to paragraph 4 of this agreement. 2. ECLE acknowledges, confirms and agrees that FC is, and shall, throughout the term of this agreement, be the sole Managing Member of AWF, being the only signatory required on the AWF bank account, and the Manager and Administrator of the business affairs of AWF, being the management an

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (August 23rd, 2000)

DISTRIBUTION AGREEMENT This Distribution Agreement is made as of the 30th day of January 1997. BETWEEN: PINOY PRODUCTIONS INC., a company duly incorporated under the laws of the Province of British Columbia with an office at 7527 Kingway, in the City of Burnaby, in the Province of British Columbia. ("Licensor") PARTY OF THE FIRST PART AND: ECLIPSE ENTERTAINMENT GROUP, INC., a company duly incorporated under the laws of the State of Nevada with an office at 10900 N.E. 8th Street, Suite 900, in the City of Bellevue, in the State of Washington, U.S.A., 98004 ("Distributor") PARTY OF THE SECOND PART WHEREAS: 1. Licensor represents that it owns the rights granted to Distributor; and 2. Distributor has agreed to accept such grant upon the terms and conditions hereinafter set forth. NOW THEREFORE WITNESS that in consideration of the covenants and conditions her

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (August 23rd, 2000)

DISTRIBUTION AGREEMENT THIS AGREEMENT ("Agreement") is made with effect from January 1, 1998 by and between Eclipse Entertainment Group, Inc. ("Eclipse") located at 10900 N.E. 8th Street, Suite 900, Bellevue, WA 98004 and Westar Entertainment, Inc. ("Westar") located at 1732 S. Sepulveda Boulevard, Los Angeles, CA 90025. Whereas Eclipse is a producer of motion pictures for worldwide distribution, and is also in the business of acquiring ownership and worldwide distribution rights of motion pictures produced by other independent producers (which motion pictures, whether produced by Eclipse or acquired by Eclipse now or hereafter during the Term of this Agreement are herein called the "Eclipse Pictures"). And whereas Westar is a worldwide distributor of motion pictures. In consideration of the respective covenants, conditions, warranties and representations hereinafter contained, and for other good and valuable consideration, receipt of which is hereby a

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (July 13th, 2000)

DISTRIBUTION AGREEMENT THIS AGREEMENT ("Agreement") is made with effect from January 1, 1998 by and between Eclipse Entertainment Group, Inc. ("Eclipse") located at 10900 N.E. 8th Street, Suite 900, Bellevue, WA 98004 and Westar Entertainment, Inc. ("Westar") located at 1732 S. Sepulveda Boulevard, Los Angeles, CA 90025. Whereas Eclipse is a producer of motion pictures for worldwide distribution, and is also in the business of acquiring ownership and worldwide distribution rights of motion pictures produced by other independent producers (which motion pictures, whether produced by Eclipse or acquired by Eclipse now or hereafter during the Term of this Agreement are herein called the "Eclipse Pictures"). And whereas Westar is a worldwide distributor of motion pictures. In consideration of the respective covenants, conditions, warranties and representations hereinafter contained, and for other good and valuable consideration, receipt of which is hereby

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (June 27th, 2000)

DISTRIBUTION AGREEMENT This Distribution Agreement is made as of the 30th day of January 1997. BETWEEN: PINOY PRODUCTIONS INC., a company duly incorporated under the laws of the Province of British Columbia with an office at 7527 Kingway, in the City of Burnaby, in the Province of British Columbia. ("Licensor") PARTY OF THE FIRST PART AND: ECLIPSE ENTERTAINMENT GROUP, INC., a company duly incorporated under the laws of the State of Nevada with an office at 10900 N.E. 8th Street, Suite 900, in the City of Bellevue, in the State of Washington, U.S.A., 98004 ("Distributor") PARTY OF THE SECOND PART WHEREAS: 1. Licensor represents that it owns the rights granted to Distributor; and 2. Distributor has agreed to accept such grant upon the terms and conditions hereinafter set forth. NOW THEREFORE WITNESS that in consideration of the covenants and conditions her

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (May 1st, 2000)

DISTRIBUTION AGREEMENT This Distribution Agreement is made as of the 30th day of January 1997. BETWEEN: PINOY PRODUCTIONS INC., a company duly incorporated under the laws of the Province of British Columbia with an office at 7527 Kingway, in the City of Burnaby, in the Province of British Columbia. ("Licensor") PARTY OF THE FIRST PART AND: ECLIPSE ENTERTAINMENT GROUP, INC., a company duly incorporated under the laws of the State of Nevada with an office at 10900 N.E> 8th Street, Suite 900, in the City of Bellevue, in the State of Washington, U.S.A., 98004 ("Distributor") PARTY OF THE SECOND PART WHEREAS: 1. Licensor represents that it owns the rights granted to Distributor; and 2. Distributor has agreed to accept such grant upon the terms and conditions hereinafter set forth. NOW THEREFORE WITNESS that in consideration of the covenants and conditions hereinafter contained and other good and valuable consideration, the parties agree as follows: A.

Eclipse Entertainment Group Inc – DISTRIBUTION AGREEMENT (April 11th, 2000)

DISTRIBUTION AGREEMENT THIS AGREEMENT ("Agreement") is made with effect from January 1, 1998 by and between Eclipse Entertainment Group, Inc. ("Eclipse") located at 10900 N.E. 8th Street, Suite 900, Bellevue, WA 98004 and Westar Entertainment, Inc. ("Westar") located at 1732 S. Sepulveda Boulevard, Los Angeles, CA 90025. Whereas Eclipse is a producer of motion pictures for worldwide distribution, and is also in the business of acquiring ownership and worldwide distribution rights of motion pictures produced by other independent producers (which motion pictures, whether produced by Eclipse or acquired by Eclipse now or hereafter during the Term of this Agreement are herein called the "Eclipse Pictures"). And whereas Westar is a worldwide distributor of motion pictures. In consideration of the respective covenants, conditions, warranties and representations hereinafter contained, and for other good and valuable consideration, receipt of which is hereby ack