Stateside Fundings Inc Sample Contracts

Relocate 411 Com Inc / – ARTICLES OF ASSOCIATION (August 17th, 2004)

Exhibit 3(c) TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP 291) ARTICLES OF ASSOCIATION OF CHINA ELITE INFORMATION CO., LTD. PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Word Meaning Act The International Business Companies Act (Cap. 291) including any modification, extension, re-enactment or renewal thereof and any regulations made thereunder. Articles These Articles of Associatio

Relocate 411 Com Inc / – CONSULTING AGREEMENT (May 25th, 2004)

Exhibit 10.5 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement"), effective as of the Effective Date (as defined below) between Relocate411.com, Inc., a Delaware corporation (the "Corporation") and Darrell Lerner (referred to as "Consultant"), WITNESSETH: WHEREAS, following the consummation of transactions whereby certain third party purchasers are contemplated to purchase an aggregate of 98% of the Corporation's then issued and outstanding capital stock (the "Transactions"), the Corporation wishes to engage the services of the Consultant in order to assist with certain post-transaction and transaction activities and transition matters; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree here

Relocate 411 Com Inc / – COMMON STOCK PURCHASE AGREEMENT (May 25th, 2004)

Exhibit 10.2 COMMON STOCK PURCHASE AGREEMENT To: Glory Way Holdings Limited Attention: Ms. Jennifer Chan -------------------------------- -------------------------------- From: -------------------------------- -------------------------------- -------------------------------- Gentlemen: 1. Offer; Purchase. ___________________ (the "Seller") has offered to sell shares of common stock, par value $0.0001 per share ("Common Stock") of Relocate411.com, Inc. (the "Company") to Good Business Technology Limited (the "Purchaser"). The Buyer hereby agrees, subject to the provisions of this Agreement, to purchase from the Seller, the number of shares of Common Stock set forth on the Buyer Signature Page at the end of this Agreement (the "Shares") at a purchase price of $

Relocate 411 Com Inc / – COMMON STOCK PURCHASE AGREEMENT (May 25th, 2004)

Exhibit 10.3 COMMON STOCK PURCHASE AGREEMENT To: Good Business Technology Limited Attention: Ms. Jennifer Chan -------------------------------- -------------------------------- From: -------------------------------- -------------------------------- -------------------------------- Gentlemen: 1. Offer; Purchase. ___________________ (the "Seller") has offered to sell shares of common stock, par value $0.0001 per share ("Common Stock") of Relocate411.com, Inc. (the "Company") to Good Business Technology Limited (the "Purchaser"). The Buyer hereby agrees, subject to the provisions of this Agreement, to purchase from the Seller, the number of shares of Common Stock set forth on the Buyer Signature Page at the end of this Agreement (the "Shares") at a purcha

Relocate 411 Com Inc / – COMMON STOCK PURCHASE AGREEMENT (May 25th, 2004)

Exhibit 10.4 COMMON STOCK PURCHASE AGREEMENT To: Glory Way Holdings Limited Attention: Ms. Jennifer Chan ---------------------------------- ---------------------------------- From: ---------------------------------- ---------------------------------- ---------------------------------- Gentlemen: 1. Offer; Purchase. _____________________ (the "Seller") has offered to sell shares of common stock, par value $0.0001 per share ("Common Stock") of Relocate411.com, Inc. (the "Company") to (Directel or Directel designee) (the "Purchaser"). The Purchaser hereby agrees, subject to the provisions of this Agreement, to purchase from the Seller, the number of shares of Common Stock set forth on the Purchaser Signature Page at the end of this Agreement (the "Shares

Relocate 411 Com Inc / – STOCK PURCHASE AGREEMENT (May 25th, 2004)

Exhibit 10.1 STOCK PURCHASE AGREEMENT AMONG JANDAH MANAGEMENT LIMITED AND DARRELL LERNER, BYRON LERNER AND JAMES TUBBS DATED AS OF MAY 21, 2004 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into on as of May 21, 2004, by and among Jandah Holdings Limited, a corporation formed under the laws of the British Virgin Islands (the "Purchaser"), and Darrell Lerner, Byron Lerner and James Tubbs (each a "Seller", and collectively the "Sellers"). The Purchaser and the Sellers are referred to collectively herein as the "Parties". WHEREAS, the Sellers own an aggregate of 9,500,000 shares of Common Stock of Relocate411.com, Inc., a Delaware corp

Relocate 411 Com Inc / – EMPLOYMENT AGREEMENT (September 26th, 2000)

Exhibit 10.1 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") made and entered into as of January 1, 2000 by and between Relocate411.com, Inc., a New York corporation (the "Company"), and Darrell Lerner (the "Executive"). The Executive is being employed by the Company as an executive officer. The parties desire to enter into an employment agreement and to set forth herein the terms and conditions of the Executive's continued employment by the Company and its subsidiaries. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the mutual benefits to be derived here from, the Company and the Executive agree as follows: 1. Employment. (a) Duties. The Company shall employ the Executive, on the terms set forth in this Agreement, as its Chief Executive Officer. The Executive accepts such employment

Relocate 411 Com Inc / – 2000 STOCK OPTION PLAN (September 26th, 2000)

Exhibit 4.3 RELOCATE411.COM, INC. 2000 STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of the 2000 Stock Option Plan of Relocate411.com, Inc., a New York corporation (the "Company") is to promote the interests of the Company and its stockholders by providing its officers and employees with an incentive to continue service with the Company. Accordingly, the Company may grant to selected officers and employees Stock Options and/or Stock Appreciation Rights in an effort to attract and retain in its employ qualified individuals and to provide such individuals with incentives to devote their best efforts to the Company through ownership of the Company's stock, thus enhancing the value of the Company for the benefit of stockholders. SECTION 2. DEFINITIONS (A). "Agreement" shall mean a written agreement setting forth

Relocate 411 Com Inc / – EMPLOYMENT AGREEMENT (September 26th, 2000)

Exhibit 10.2 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") made and entered into as of January 1, 2000 by and between Relocate411.com, Inc., a New York corporation (the "Company"), and Byron R. Lerner (the "Executive"). The Executive is being employed by the Company as an executive officer. The parties desire to enter into an employment agreement and to set forth herein the terms and conditions of the Executive's continued employment by the Company and its subsidiaries. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the mutual benefits to be derived here from, the Company and the Executive agree as follows: 1. Employment. (a) Duties. The Company shall employ the Executive, on the terms set forth in this Agreement, as its Vice-President. The Executive accepts such employment with the

Relocate 411 Com Inc / – EMPLOYMENT AGREEMENT (September 26th, 2000)

Exhibit 10.3 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") made and entered into as of January 1, 2000 by and between Relocate411.com, Inc., a New York corporation (the "Company"), and Barry Manko (the "Executive"). The Executive is being employed by the Company as an executive officer. The parties desire to enter into an employment agreement and to set forth herein the terms and conditions of the Executive's continued employment by the Company and its subsidiaries. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the mutual benefits to be derived here from, the Company and the Executive agree as follows: 1. Employment. (a) Duties. The Company shall employ the Executive, on the terms set forth in this Agreement, as its Vice-President of Business Development. The Executive accepts such

Relocate 411 Com Inc / – STOCK PLEDGE AGREEMENT (September 26th, 2000)

Exhibit 10.6 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT, dated as of May 25, 2000 (the "Agreement"), between TELTRAN INTERNATIONAL GROUP, LTD. (the "Pledgor"), and RELOCATE 411.COM, INC. (the "Pledgee"). W I T N E S E T H : - - - - - - - - - WHEREAS, the Pledgor has delivered to the Pledgee a Secured Note made on May 25, 2000 (the "Promissory Note")pursuant to a Loan and Securities Purchase Agreement (the "Agreement"); WHEREAS, the Pledgor wishes to grant security and assurance to the Pledgee in order to secure the payment of the Pledgor's obligations under the Promissory Note; and NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Pledgor, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby makes the fo

Relocate 411 Com Inc / – LOAN AND SECURITIES PURCHASE AGREEMENT (September 26th, 2000)

Exhibit 10.4 LOAN AND SECURITIES PURCHASE AGREEMENT This LOAN AGREEMENT, dated as of May 25, 2000 (this "Agreement"), by and between Teltran International Group, Ltd., a Delaware corporation, with principal executive offices located at One Penn Plaza, New York, New York 10019 (the "Company"), and Relocate 41l.com., Inc. ("Lender"). WHEREAS, the Company desires to borrow $1,117,602 (the "Principal Amount") from Lender and Lender desires to loan such Principal Amount to the Company upon the terms and conditions set forth herein; Now, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: I. Loan - Purchase A. Lender hereby agrees to lend the Principal Amount to the Company until November 25, 2000 or such earli

Relocate 411 Com Inc / – SECURED NOTE (September 26th, 2000)

Exhibit 10.5 SECURED NOTE FOR VALUE RECEIVED, TELTRAN INTERNATIONAL GROUP, LTD., a Delaware corporation (hereinafter called "Maker"), hereby promises to pay to Relocate 411.com, Inc.(the "Holder") or order, on November 25, 2000 (the "Maturity Date") the sum of One Million One Hundred Thousand Dollars ($1,117,602.00), with simple interest accruing at the annual rate of nine and one half (9 1/2%) percent, as such date may be accelerated by the Holder. Notwithstanding the foregoing, this Note shall immediately become due and payable within three (3) business days after the Maker receives net proceeds from financing or sale of an assets of the Maker or any subsidiary. The Note is secured with all share of Teltran Web Factory Limited per separate Charge Over Share Agreement and 600,000 shares of common stock of Antra Holdings Group, Inc. and 600,00

Relocate 411 Com Inc / – COMMON STOCK PURCHASE WARRANT (September 26th, 2000)

Exhibit 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RELOCATE 411.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase _________ Shares of Common Stock of Relocate 411.com, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 1 ________________, 200

Stateside Fundings Inc – SUBSCRIPTION AGREEMENT (February 2nd, 2000)

SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Stateside Fundings, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, the number of shares of Common Stock, $.0001 par value (the "Company Shares") and Common Stock Purchase Warrants ("Warrants") as set forth on the signature page hereof for the aggregate consideration as set forth on the signature page hereof ("Purchase Price"). The Company shall also issue Placement Shares and Placement Warrants set forth on Schedule A hereto to the Placement Agents identified on Schedule A hereto. The Warrants and Placement Warrants shall contain the same terms and conditions. (The Company Shares are sometimes referred to herein as the "Shares" or "Common Stock"). The Company Shares, Warrants, Placement Shares, Placement Warrants, and the Common Stock issuable upon exercise of the Warrants and P

Stateside Fundings Inc – AGREEMENT AND PLAN OF MERGER (February 2nd, 2000)

================================================================================ AGREEMENT AND PLAN OF MERGER By and Among STATESIDE FUNDINGS, INC. and RELOCATE 411.COM, INC. January 26, 2000 ================================================================================ AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of this 26th day of January, 2000, by and among Stateside Fundings, Inc., a Delaware corporation ("Stateside"), Relocate 411.com, Inc., a New York corporation (the "Company"), and the stockholders of the Company listed on Schedule A hereto (each individually referred to as a "Stockholder" and collectively referred to as the "Stockholders"