Miad Systems Ltd Sample Contracts

Melo Biotechnology Holdings Inc. – AGREEMENT FOR SHARE EXCHANGE (December 10th, 2008)

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of the 4th day of December 2008, by and among Melo Biotechnology Holdings, Inc., a Canadian corporation (“Melo Biotechnology”), Melo Biotechnology Limited (“Melo Limited”), a British Virgin Islands corporation, Melo International Holdings Limited, a British Virgin Islands corporation (“Melo International”), and the Shareholders of Melo International in Exhibit A who execute this Agreement (the “Shareholders”) (collectively referred to as the “Parties”).

Melo Biotechnology Holdings Inc. – ASSET SALE, PURCHASE AND TRANSFER AGREEMENT (November 28th, 2006)

This Asset Sale, Purchase and Transfer Agreement (this "Agreement") is made between MIAD Systems LTD, a Canada corporation ("Seller"), and MIAD INFORMATION SYSTEMS LTD. ("Buyer").

Miad Systems Ltd – STOCK PURCHASE AGREEMENT (August 4th, 2006)

EXHIBIT 10.7 STOCK PURCHASE AGREEMENT ------------------------ THIS AGREEMENT is made and entered into this 31st day of July 2006, by and between MICHAEL GREEN ("Seller"), MIAD SYSTEMS, LTD and M.L. STRATEGIC LIMITED ("Buyer"); BACKGROUND ---------- WHEREAS, the Seller owns TWO MILLION THREE HUNDRED THOUSAND (2,300,000) shares (the "Shares") of common stock, no par value (the "Common Stock"), of MIAD SYSTEMS, LTD, a Canadian corporation ("MIAD" or the "Company"); and WHEREAS, the Seller desires to sell the Shares to the Buyer and the Buyer desires to purchase the Shares from the Seller, all upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and the representat

Miad Systems Ltd – STOCK PURCHASE AGREEMENT (August 2nd, 2006)

EXHIBIT 10.7 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 31st day of July 2006, by and between those SHAREHOLDERS, identified in Exhibit "D" hereto (collectively "Seller"), MIAD SYSTEMS, LTD and SUPERIOR TIME ASSOCIATES UNLIMITED ("Buyer"); BACKGROUND ---------- WHEREAS, the Seller owns ONE MILLION NINE HUNDRED SIXTY THOUSAND (1,960,000) shares (the "Shares") of common stock, no par value (the "Common Stock"), of MIAD SYSTEMS, LTD, a Canadian corporation ("MIAD" or the "Company"); and WHEREAS, the Seller desires to sell the Shares to the Buyer and the Buyer desires to purchase the Shares from the Seller, all upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and

Miad Systems Ltd – RE: LEASE RENEWAL 43 RIVIERA DRIVE, UNITS 5&6 (December 29th, 2005)

EXHIBIT 10.1 SPANTER DEVELOPMENTS INC 2015 PEEL, SUITE 1200, MONTREAL, QUEBEC, H3A ITS TEL: (514) 845-2265 PAX: (514) 845-4472 Transmitted by Fax October 31st, 2005 MIAD SYSTEMS LIMITED Attn: Michael Green 43 Riviera Drive, Unit 7 Markham, Ont. L3R 5J6 no.: 1-905-479-9472 No of pages: 2 RE: LEASE RENEWAL 43 RIVIERA DRIVE, UNITS 5&6 MARKHAM - ONTARIO Dear Mr. Green: Further to our discussions, we hereby offer to renew Lease for above mentioned premises between Spanter Developments Inc. and Miad Systems Ltd. dated September 13th, 2001 in accordance with the terms and conditions set forth: 1. TERM ---- The Term of the Lease shall be amended to be five (5) years commencing on the first (1st) day of December 2005 and ending on the thirtieth (30th) day of November 2010.

Miad Systems Ltd – ASSET PURCHASE AGREEMENT (May 24th, 2005)

WHEREAS the Vendor is in the business (the "Business") of selling and maintaining computer systems located at 43 Riviera Drive, Unit 6, Markham, Ontario, (the "Premises");

Miad Systems Ltd – STOCK PURCHASE AGREEMENT (May 24th, 2005)

This Stock Purchase Agreement (the “Agreement”) is entered into between Joe Chetti, in trust (the “Purchaser”) and Michael A. S. Green, Adrienne Green and Martin Green (collectively the “Sellers”) as of May 18 , 2005. For purposes of this Agreement, each of Purchaser and the Sellers shall be referred to individually as a “Party” and both of them shall be referred to collectively as the “Parties”.

Miad Systems Ltd – STOCK PURCHASE AGREEMENT (June 4th, 2004)

This Stock Purchase Agreement (the “Agreement”) is entered into between Dean Dumont (the “Purchaser”) and Michael A. S. Green, Adrienne Green and Martin Green (collectively the “Sellers”) as of May 27, 2004. For purposes of this Agreement, each of Purchaser and the Sellers shall be referred to individually as a “Party” and both of them shall be referred to collectively as the “Parties”.

Miad Systems Ltd – ASSET PURCHASE AGREEMENT (June 4th, 2004)

WHEREAS the Vendor is in the business (the "Business") of selling and maintaining computer systems located at 43 Riviera Drive, Unit 6, Markham, Ontario, (the "Premises");

Miad Systems Ltd – April 16, 2004 (May 12th, 2004)

The following numbered paragraphs of this letter reflect the certain mutual understandings of the matters described in them. Each party acknowledges that these provisions are not intended to create or constitute any legally binding obligations between NWC Michael A. S. Green (“Green”) and MIAD and neither NWC, Green, nor MIAD shall have any liability to the other party with respect to any of the provisions hereafter set forth until a fully integrated definitive agreement (“ Definitive Agreement”) and other related documents are prepared, authorized, executed and delivered by and between the parties. If the Definitive Agreement is not prepared, authorized, executed or delivered for any reason, no party to this letter shall have any liability to any other party to this letter based upon, arising from or relating to this letter.

Miad Systems Ltd – THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 (July 10th, 2001)

EXHIBIT 10 LEASE THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 IN PURSUANCE OF THE SHORT FORM OF LEASES ACT BETWEEN SPANTER DEVELOPMENTS INC. a corporation incorporated under the laws of Canada hereinafter called the "Lessor" OF THE FIRST PART - and - MIAD SYSTEMS LTD. a corporation incorporated under the laws of the Province of Ontario hereinafter called the "Lessee" OF THE SECOND PART WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Lessee to be respectively paid, observed and

Miad Systems Ltd – SECURITY AGREEMENT (July 10th, 2001)

EXHIBIT 10.6 Merisel Security Agreement SECURITY AGREEMENT DATE: July 27th, 2000 TO: MERISEL CANADA INC. 200 Ronson Drive Suite 700 Etobicoke, Ontario M9W 5Z9 (herein called the "Secured Party") FROM: MIAD SYSTEMS LTD. 43 Riviera Drive, Unit 7 Markham, Ontario L3R 5J6 (herein called the "Debtor") ================================================================================ For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Debtor covenants, acknowledges, represents and warrants as follows: DEFINITIONS ------

Miad Systems Ltd – GENERAL SECURITY AGREEMENT (July 10th, 2001)

EXHIBIT 10.7 Ingram Micro Security Agreement GENERAL SECURITY AGREEMENT BETWEEN: INGRAM MICRO INC. (HEREINAFTER CALLED INGRAM OR SECURED PARTY) and, MIAD SYSTEMS LTD. (Debtor's Legal Name) 1. Consideration For valuable consideration, the receipt and sufficiency of which are acknowledged by each party, the undersigned (hereinafter called the "Customer") enters into this security agreement with Ingram Micro Inc. of 55 Standish Court, Mississauga, Ontario L5R 4A1 (hereinafter called "Ingram Micro"). 2. Obligations Secure The Security Interest (as hereinafter defined) is granted to Ingram Micro by the Customer as continuing security for the payment of all present and future indebtedness and liabilities of the Customer to Ingram Micro, including interest thereon, and for the payment and performance of all other present and future obligations of the Customer to Ingra

Miad Systems Ltd – Renewal Green Employment Agreement (July 10th, 2001)

EXHIBIT 10.3 Renewal Green Employment Agreement MIAD Systems Ltd. 47 Riviera Drive Unit 7 Markham, Ontario L3R 5J6 October 1, 2000 PRIVATE AND CONFIDENTIAL Mr. Michael Green c/o MIAD Systems Ltd. 43 Riviera Drive, Unit 7 Markham, Ont. Dear Mr. Green: MIAD is pleased to confirm, in this letter, the proposed employment terms between you and MIAD for a one year term commencing October 1, 2000. 1. Responsibilities You will be responsible for developing, growing and managing the activities of the corporation as its Chief Executive Operating Officer. 2. Salary and bonus For the year commencing October 1, 2000 you will earn a salary of $200,000 per annum. You shall be entitled to earn sales commission at the rate of %5,000 for each $1 million dollars of sales achieved by MIAD in the fiscal year (for the first $10 million of Sales). If the corporation achieves over $10 million

Miad Systems Ltd – Lease Renewal (July 10th, 2001)

EXHIBIT 10.1 Lease Renewal SPANTER DEVELOPMENTS INC. -------------------------------------------------------------------------------- 2015 Peel, Suite 1200, Montreal, Quebec, H3A 1T8 TEL: (514) 845-2265 FAX: (514) 845-4472 September 8th, 2000 MIAD SYSTEMS LTD. Att: Mr. Michael Green 43 Riviera Drive, Unit 7 Markham, Ont., L3R 5J6 Re: Lease Renewal 43 Riviera Drive, Unit #7, Markham, Ontario Dear Mr. Green: Further to our discussions, we hereby offer to amend the Lease dated November 14th, 1996 and Lease Renewal dated October 12th, 1999 between Spanter Developments Inc. and Miad Systems Ltd. in accordance with the terms and conditions set forth below: 1. Term ---- The term of the Lease shall be amended to be one (1) year commencing on the first (1st) day of December, 2000 and ending on the thirtieth

Miad Systems Ltd – STOCK OPTION PLAN (July 10th, 2001)

EXHIBIT 10.5 STOCK OPTION PLAN MIAD SYSTEMS LTD. STOCK OPTION PLAN (JUNE 1999) 1. A Stock Option Plan (herein called the "Plan") for MIAD SYSTEMS LTD., (the "Corporation") is hereby established with the intent of advancing the interests of the Corporation by encouraging and enabling the acquisition of an equity interest in the Corporation by the participants. 2. The Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, shall from time to time by resolution designate those key employees, directors and officers and consultants, if any, who, in the opinion of the Board of Directors, are largely responsible for the management and

Miad Systems Ltd – EMPLOYMENT AGREEMENT (July 10th, 2001)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT MIAD Systems Ltd. 43 Riviera drive Unit 7 Markham,Ontario L3R 5J6 October 1,1999 PRIVATE AND CONFIDENTIAL Mr.Michael Green c/o MIAD Systems Ltd. 43 Riviera Dr. Markham, Ont. Dear Mr. Green: MIAD is pleased to confirm, in this letter, the proposed employment terms between you and MIAD for a one year term commencing October 1,1999. 1. Responsibilities You will be responsible for developing ,growing and managing the activities of the corporation as its Chief Executive and Chief Operating Officer 2. Salary and bonus For the year commencing October 1, 1999 you will earn a salary of $180,000 per annum. You shall be entitled to earn sales commission at the rate of $5,000 for each $1 million dollars of sales achieved by MIAD in the fiscal year (for the first $3 million of sales). If the corporation achieves over $3 million of sales, you shall be entit

Miad Systems Ltd – WARRANT CERTIFICATE (July 10th, 2001)

EXHIBIT 4.0 WARRANT CERTIFICATE WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON NOVEMBER 1, 1999 No. MW- MAID SYSTEMS LTD. _________WARRANTS INCORPORATED UNDER THE LAWS OF ONTARIO, CANADA CUSIP 593179 11 2 THIS CERTIFIES THAT, for value received, or registered assigns (the "Warrant Holder") is entitled to purchase, subject to the terms and conditions hereof commencing on the date of issuance of this Warrant and until 5:00 P.M. Eastern Standard Time, on November 1, 1999, but not thereafter, to purchase the number of fully paid and nonassessable shares of Common Stock (no par value per share) of Miad Systems Ltd. (the "Company") as set forth above at a price of One Dollar ($1.00) per share by surrendering thi

Miad Systems Ltd – SECURITY AGREEMENT (February 15th, 2001)

SECURITY AGREEMENT DATE: July 27th, 2000 TO: MERISEL CANADA INC. 200 Ronson Drive Suite 700 Etobicoke, Ontario M9W 5Z9 (herein called the "Secured Party") FROM: MIAD SYSTEMS LTD. 43 Riviera Drive, Unit 7 Markham, Ontario L3R 5J6 (herein called the "Debtor") ================================================================================ For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Debtor covenants, acknowledges, represents and warrants as follows: DEFINITIONS ----------- Each word and phrase with initial capitals used in this Security Agreement has the meaning assigned to it in Schedule "A"

Miad Systems Ltd – WARRANT TO PURCHASE SHARES OF COMMON STOCK (February 15th, 2001)

WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON NOVEMBER 1, 1999 No. MW- MAID SYSTEMS LTD. _________WARRANTS INCORPORATED UNDER THE LAWS OF ONTARIO, CANADA CUSIP 593179 11 2 THIS CERTIFIES THAT, for value received, or registered assigns (the "Warrant Holder") is entitled to purchase, subject to the terms and conditions hereof commencing on the date of issuance of this Warrant and until 5:00 P.M. Eastern Standard Time, on November 1, 1999, but not thereafter, to purchase the number of fully paid and nonassessable shares of Common Stock (no par value per share) of Miad Systems Ltd. (the "Company") as set forth above at a price of One Dollar ($1.00) per share by surrendering this Warrant Certificate to the Warrant Agent with the form of subscription duly executed at the office of the Warrant Agent, P.O. Box 3

Miad Systems Ltd – THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 (February 15th, 2001)

THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 IN PURSUANCE OF THE SHORT FORM OF LEASES ACT BETWEEN SPANTER DEVELOPMENTS INC. a corporation incorporated under the laws of Canada hereinafter called the "Lessor" OF THE FIRST PART - and - MIAD SYSTEMS LTD. a corporation incorporated under the laws of the Province of Ontario hereinafter called the "Lessee" OF THE SECOND PART WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Lessee to be respectively paid, observed and performed, the Lessor hath demised and leased and by these presents doth demise and lease unto the Lessee Unit 7 containi

Miad Systems Ltd – STOCK OPTION PLAN (February 15th, 2001)

MIAD SYSTEMS LTD. STOCK OPTION PLAN (JUNE 1999) 1. A Stock Option Plan (herein called the "Plan") for MIAD SYSTEMS LTD., (the "Corporation") is hereby established with the intent of advancing the interests of the Corporation by encouraging and enabling the acquisition of an equity interest in the Corporation by the participants. 2. The Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, shall from time to time by resolution designate those key employees, directors and officers and consultants, if any, who, in the opinion of the Board of Directors, are largely responsible for the management and growth of the Corporation and who, as an additional inducement to promote the best interests of the Corporation, are ent

Miad Systems Ltd – GENERAL SECURITY AGREEMENT (February 15th, 2001)

GENERAL SECURITY AGREEMENT BETWEEN: INGRAM MICRO INC. (HEREINAFTER CALLED INGRAM OR SECURED PARTY) and, MIAD SYSTEMS LTD. (Debtor's Legal Name) 1. Consideration For valuable consideration, the receipt and sufficiency of which are acknowledged by each party, the undersigned (hereinafter called the "Customer") enters into this security agreement with Ingram Micro Inc. of 55 Standish Court, Mississauga, Ontario L5R 4A1 (hereinafter called "Ingram Micro"). 2. Obligations Secure The Security Interest (as hereinafter defined) is granted to Ingram Micro by the Customer as continuing security for the payment of all present and future indebtedness and liabilities of the Customer to Ingram Micro, including interest thereon, and for the payment and performance of all other present and future obligations of the Customer to Ingram Micro, whether direct or indirect contingent or absolute (including obligations under this security agreement); and without limiting the g

Miad Systems Ltd – WARRANT TO PURCHASE SHARES OF COMMON STOCK (June 14th, 2000)

WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON NOVEMBER 1, 1999 No. MW- MAID SYSTEMS LTD. _________WARRANTS INCORPORATED UNDER THE LAWS OF ONTARIO, CANADA CUSIP 593179 11 2 THIS CERTIFIES THAT, for value received, or registered assigns (the "Warrant Holder") is entitled to purchase, subject to the terms and conditions hereof commencing on the date of issuance of this Warrant and until 5:00 P.M. Eastern Standard Time, on November 1, 1999, but not thereafter, to purchase the number of fully paid and nonassessable shares of Common Stock (no par value per share) of Miad Systems Ltd. (the "Company") as set forth above at a price of One Dollar ($1.00) per share by surrendering this Warrant Certificate to the Warrant Agent with the form of subscription duly executed at the office of the Warrant Agent, P.O. Box 36

Miad Systems Ltd – STOCK OPTION PLAN (June 14th, 2000)

MIAD SYSTEMS LTD. STOCK OPTION PLAN (JUNE 1999) 1. A Stock Option Plan (herein called the "Plan") for MIAD SYSTEMS LTD., (the "Corporation") is hereby established with the intent of advancing the interests of the Corporation by encouraging and enabling the acquisition of an equity interest in the Corporation by the participants. 2. The Board of Directors, or any committee thereof specifically designated by the Board of Directors to be responsible therefor, shall from time to time by resolution designate those key employees, directors and officers and consultants, if any, who, in the opinion of the Board of Directors, are largely responsible for the management and growth of the Corporation and who, as an additional inducement to promote the best interests of the Corporation, are en

Miad Systems Ltd – THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 (June 14th, 2000)

THIS INDENTURE MADE THE 14TH DAY OF NOVEMBER 1996 IN PURSUANCE OF THE SHORT FORM OF LEASES ACT BETWEEN SPANTER DEVELOPMENTS INC. a corporation incorporated under the laws of Canada hereinafter called the "Lessor" OF THE FIRST PART - and - MIAD SYSTEMS LTD. a corporation incorporated under the laws of the Province of Ontario hereinafter called the "Lessee" OF THE SECOND PART WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Lessee to be respectively paid, observed and performed, the Lessor hath demised and leased and by these presents doth demise and lease unto the Lessee Unit 7 containin