Barhill Acquisition Corp Sample Contracts

Aqua Vie Beverage Corp – CERTIFICATE OF INCORPORATION (December 3rd, 2002)

CERTIFICATE OF AMMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AQUA VIE BEVERAGE CORPORATION Aqua Vie Beverage Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Company"), does hereby certify: FIRST: That Article FOURTH of the Certificate of Incorporation of the Company is hereby amended to increase the amount of total shares and common and preferred shares which may be issued by amending the first sentence of said paragraph to read as follows: "The total number of shares of all classes of stock which the corporation shall have authority to issue shall be 5,005,000,000 shares, of which 5,000,000 shares will be preferred stock of the par value of one tenth of a cent each ($.001), (hereinaf

Aqua Vie Beverage Corp – CERTIFICATE OF INCORPORATION (December 3rd, 2002)

CERTIFICATE OF AMMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AQUA VIE BEVERAGE CORPORATION Aqua Vie Beverage Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Company"), does hereby certify: FIRST: That Article FOURTH of the Certificate of Incorporation of the Company is hereby amended by adding to the end thereof a new paragraph reading in its entirety as follows: "The issued and outstanding shares of common stock shall be and hereby are reclassified and combined into a lesser number of shares of common, at a ratio of 20:1, such that each twenty (20) shares of common stock issued and outstanding shall be reclassified and combined into and become respectively one share of common stock. Fractional sha

Aqua Vie Beverage Corp – AQUA VIE FINALIZES STRATEGIC PRODUCTION EXPANSION AGREEMENT (April 9th, 2001)

FOR IMMEDIATE RELEASE: Thursday, March 28, 2001 CONTACT: Thomas Gillespie, President Madeleine Franco Chief Executive Officer Jordan Richard Assoc. Aqua Vie Beverage Corporation 801-268-8610 208-622-7792 ir@jordanrichard.com www.aquavie.com AQUA VIE FINALIZES STRATEGIC PRODUCTION EXPANSION AGREEMENT Shipments to Southern California grocery chains are underway, with product expected in Albertson's and Ralphs during April. KETCHUM, IDAHO--Aqua Vie Beverage Corporation (OTC BB: AVBC) announced today that it has finalized a strategic production expansion agreement with its primary contract manufacturer, that provides for the rapid deployment of Aqua Vie Hydrators(TM) into the California grocery chain market, without any additional capital investment by AVBC. An 8-K pertaining to the agreem

Aqua Vie Beverage Corp – CONVERTIBLE NOTE (November 15th, 2000)

1 CONVERTIBLE NOTE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAW OF ANY STATE. THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. Aqua Vie Beverage Corporation Convertible Note Due: September 1, 2001 $ 80,000 March 1, 2000 Aqua Vie Beverage Corporation (the " Company"), a Delaware corporation, for value received, hereby promises to pay to Joseph J. Wozniak or order ("Holder"), the principal amount of $ 80,000 on September 1, 2001 with interest on the unpaid balance of such principal amount at the rate of 8% per annum from March 1, 2000 which interest shall be payable at such time as the unpaid balance hereof becomes due and payable (w

Aqua Vie Beverage Corp – CONVERTIBLE NOTE (November 15th, 2000)

1 CONVERTIBLE NOTE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAW OF ANY STATE. THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. Aqua Vie Beverage Corporation Convertible Note Due: September 1, 2001 $ 75,000 March 1, 2000 Aqua Vie Beverage Corporation (the " Company"), a Delaware corporation, for value received, hereby promises to pay to Bruce A. Butcher or order ("Holder"), the principal amount of $ 75,000 on September 1, 2001 with interest on the unpaid balance of such principal amount at the rate of 8% per annum from March 1, 2000 which interest shall be payable at such time as the unpaid balance hereof becomes due and payable (wh

Aqua Vie Beverage Corp – MANUFACTURING AGREEMENT (November 15th, 2000)

1 MANUFACTURING AGREEMENT This Manufacturing Agreement ("The Agreement") is made as of this 5th day of March 1999, between LYONS MAGNUS, a California corporation, having its principal place of business at 1636 South Second Street, Fresno, California (herein after "Packer") and AQUA VIE BEVERAGE CORPORATION, a Delaware Corporation, having its principal place of business at 333 South Main Street Suite 201, Ketchum, Idaho (herein after "Company"). RECITALS WHEREAS Packer is engaged in the business of preparing and aseptically processing fruit, fruit juices, beverage products and other related commodities in Fresno, California and Florence, Kentucky; WHEREAS Company is engaged in the business of developing, marketing and selling certain products including various proprietary beverages; and WHEREAS Company desires to retain Packer to aseptically process and package their proprietary beverage products for it

Aqua Vie Beverage Corp – CERTIFICATE OF INCORPORATION (September 1st, 1999)

CERTIFICATE OF INCORPORATION OF AQUA VIE BEVERAGE CORPORATION-H FIRST: The name of the Corporation is Aqua Vie Beverage Corporation-H, (the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is located at 1013 Centre Road, City of Wilmington, County of New Castle. The name and address of its registered agent is CSC, 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. THIRD: The nature of the business, objects and purposes to be transacted, promoted or carried on by the Corporation are: To manufacture, purchase or otherwise acquire, invest in, mortgage, Pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and with goods, wares and merchandise and personal property of every class description; To acquire, and pay for in cash, stock or bonds of this Corporation or

Barhill Acquisition Corp – Re: Lock Up Agreement with Barhill Acquisition Corporation (August 13th, 1998)

Cassidy & Associates 1504 R Street, NW Washington, D.C. June 9, 1998 Barhill Acquisition Corporation 1504 R Street, N.W. Washington, D.C. 20009 Re: Lock Up Agreement with Barhill Acquisition Corporation Gentlemen: As part of the sale of the shares of Common Stock of Barhill Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise di