Cool Entertainment Inc Sample Contracts

China Pharmaceuticals International Corp – FORM OF SUBSCRIPTION AGREEMENTS DATED SEPTEMBER 21, 2005 (August 17th, 2006)

EXHIBIT 4.5 FORM OF SUBSCRIPTION AGREEMENTS DATED SEPTEMBER 21, 2005 BETWEEN THE COMPANY AND EACH OF GLOBAL CHINA ENTERPRISES LIMITED, FIVESTAR INTERNATIONAL LIMITED, MART EXPRESS LIMITED, RICH GUSH LIMITED, MART BURKIT LIMITED AND SINO CASTLE HOLDINGS LIMITED SUBSCRIPTION OFFER LETTER PRIVATE & CONFIDENTIAL September 21, 2005 --------------------- --------------------- --------------------- --------------------- --------------------- Attention: ------------------- Dear Sirs, CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION (THE "COMPANY") - PLACING OF 7,500,000 NEW SHARES (THE "SUBSCRIPTION SHARES") IN THE ISSUED SHARE CAPITAL OF THE COMPANY AT US$0.01 PER SHARE (THE "SUBSCRIPTION PRICE") (THE "SUBSCRIPTION") 1. INTRODUCTION We refer to our conversation, whereby we offered, subject to the terms and conditions set out below, to pro

China Pharmaceuticals International Corp – AGREEMENT DATED JANUARY 19, 2005 (August 17th, 2005)

EXHIBIT 4.5 AGREEMENT DATED JANUARY 19, 2005 DATED THE 19TH DAY OF JANUARY, 2005. GOOD ACHIEVE INVESTMENTS LIMITED PROFIT SPRING INTERNATIONAL LIMITED ANMER CAPITAL LIMITED DUNKLEY INTERNATIONAL LIMITED NATION EXPRESS LIMITED (as Vendors) HAN HONG LU MA LEUNG ALAN LI CHEN MING YOU GUO JIANJUN (as Warrantors) CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION (as Purchaser) and

China Pharmaceuticals Corp – SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED (July 28th, 2004)

EXHIBIT 2.1 SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF SHEUNG TAI INVESTMENTS LIMITED DATED MAY 24, 2004 DATED MAY 24, 2004 (1) GOOD ACHIEVE INVESTMENTS LIMITED (2) PROFIT SPRING INTERNATIONAL LIMITED (3) ANMER CAPITAL LIMITED (4) DUNKLEY INTERNATIONAL LIMITED (5) NATION EXPRESS LIMITED (6) HAN HONG LU (7) MA LEUNG (8) ALAN LI (9) CHEN MING YOU (10) GUO JIANJUN AND (11) CHINA PHARMACEUTICALS CORPORATION ------------------------------------------------------

China Pharmaceuticals Corp – SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED (May 27th, 2004)

EXHIBIT 2.1 SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF SHEUNG TAI INVESTMENTS LIMITED DATED MAY 24, 2004 DATED MAY 24, 2004 (1) GOOD ACHIEVE INVESTMENTS LIMITED (2) PROFIT SPRING INTERNATIONAL LIMITED (3) ANMER CAPITAL LIMITED (4) DUNKLEY INTERNATIONAL LIMITED (5) NATION EXPRESS LIMITED (6) HAN HONG LU (7) MA LEUNG (8) ALAN LI (9) CHEN MING YOU (10) GUO JIANJUN AND (11) CHINA PHARMACEUTICALS CORPORATION ------------------------------------------------------

Wilmington Rexford Inc – CERTIFICATE OF INCORPORATION (March 29th, 2004)

EXHIBIT 2.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION State of Delaware Secretary of State Division of Corporations Delivered 10:32 AM 03/18/2004 FILED 10:32 AM 03/18/2004 SRV 040201119 - 3338767 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF WILMINGTON REXFORD, INC. UNDER SECTION 242 OF THE DELAWARE GENERAL CORPORAT

Wilmington Rexford Inc – AGREEMENT FOR THE EXCHANGE OF COMMON STOCK (February 17th, 2004)

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. AGREEMENT FOR THE EXCHANGE OF COMMON STOCK AGREEMENT made this 13th day of February, 2004, by and between Wilmington Rexford, Inc., a Delaware corporation (hereinafter, called "ISSUER") and China Merchant DiChain Investment Holdings Limited (hereinafter called "DIHL"), a limited company incorporated in Hong Kong. In consideration of the mutual promises, covenants, and representations contained herein, and other good and valuable consideration, THE PARTIES HERE

Wilmington Rexford Inc – AGREEMENT FOR THE EXCHANGE OF COMMON STOCK (February 17th, 2004)

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. AGREEMENT FOR THE EXCHANGE OF COMMON STOCK AGREEMENT made this 6th day of October, 2003, by and between Langara Group, Inc., a Province of Alberta corporation (hereinafter, called "ISSUER") and the individuals listed in Exhibit A attached hereto and made an integral part hereof (hereinafter, called "E-TREND"), which E-TREND owns 100% of LANGARA ENTERTAINMENT, INC a music distribution company (hereinafter, called "E-TREND"). In consideration of the mutual promises, covenants,

Wilmington Rexford Inc – AGREEMENT FOR THE EXCHANGE OF COMMON STOCK (February 17th, 2004)

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. AGREEMENT FOR THE EXCHANGE OF COMMON STOCK AGREEMENT made this 1st day of October, 2003, by and between Fly.com, Inc., a Nevada corporation (hereinafter, called "ISSUER") and the individuals listed in Exhibit A attached hereto and made an integral part hereof (hereinafter, called "E-TREND"), which E-TREND own 100% of web portal EntertainMe.com (hereinafter, called "E-TREND"). In consideration of the mutual promises, covenants, and representations contained herein, and other go

Wilmington Rexford Inc – PROMISSORY NOTE (February 17th, 2004)

PROMISSORY NOTE Principal Amount: US$100,000 Revolving Loan: January 1, 2002 FOR VALUE RECEIVED, E-Trend Networks, Inc. with a head office at 5919 3rd ---------------------- St. S.E. Calgary, Alberta (the "Borrower"), promises to pay to the order of Wilmington Rexford, Inc. a Delaware corporation with a head office at 515 SeaBreeze Blvd., Suite 530 Fort Lauderdale, Florida 33316 (the "Lender"), on or before December 31, 2002 (in accordance with the terms and conditions set forth herein) the sum of ONE HUNDRED THOUSAND US DOLLARS ($100,000.00US) (the "Principal Sum"), in lawful money of United States together with interest on the Principal Sum from the date that the Principal Sum is advanced to the Borrower at the Interest Rate (the "Loan"). "Interest Rate" means six percent (10%) per annum. This loan shall be a revolving loan and at no time exceed $100,000 USD. At any time moni

Wilmington Rexford Inc – PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT (January 16th, 2003)

EXHIBIT 10.4 PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION VIDEO ONE CANADA LTD. BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION The purpose of this agreement is to document the terms and conditions of sale of prerecorded videocassettes, DVD and accessories between Video One Canada Ltd. (Video One) and Langara Distribution (Langara). Both parties indicate their acceptance of these terms by signing where indicated. This agreement is effective June 26, 2001 to June 26, 2002. This agreement will be renewed automatically for another year upon expiry unless either party with written notification terminates it 60 days prior to expiration date. Either Video One or Langara Distribution can terminate this agreement at any time, during the initial and/or renewal period, with 90 days written notifica

Wilmington Rexford Inc – GUARANTY FROM eANGELS INTERNATIONAL DATED DECEMBER 12, 2002 (January 14th, 2003)

EXHIBIT 10.11 GUARANTY FROM eANGELS INTERNATIONAL DATED DECEMBER 12, 2002 eANGELS December 12, 2002 Wilmington Rexford, Inc. 420 Lincoln Road, #301 Miami Beach, Florida 33139 Attn: Robert Taylor, President As of September 30, 2002, we hae loaned Wilmington Rexford, Inc. approximately $672,000, including accrued interest. We understand that you have loaned approximately $250,000 as of September 30, 2002 to the entites listed below: WSY Limited Worldvest Properties Futurevest Corp. South Beach Partners This is to confirm our understanding that if the entities listed below do not repay the amounts you loaned to them, you may deduct that amount from the amount required to be repaid to E-Angels. If you have any questions please contact me at 310-926-3913. Respectfully yours, Garrett Krause Managing Director, Grinfeld Investments, Ltd. dba, eAngels International -------

Wilmington Rexford Inc – PROMISSORY NOTE FROM WSY LIMITED, INC. (January 14th, 2003)

EXHBIT 10.9 PROMISSORY NOTE FROM WSY LIMITED, INC. PROMISSORY NOTE the commencement of an involuntary case thereunder which is not controverted within 10 days and Principal Amount: US$100,000 dismissed within 60 days after Revolving Loan: January 1, 2002 commencement, or (ii) a proceeding under any reorganization, arrangement, adjustment of debt, FOR VALUE RECEIVED, WSY relief of debtors, dissolution, LIMITED, INC. with a head office at insolvency or liquidation or 420 Lincoln Road, Suite 301 Miami similar law of any jurisdiction Beach, FL 33139, (the "Borrower"), whether now or hereafte

Wilmington Rexford Inc – PROMISSORY NOTE FROM WORLDVEST HOLDING CORPORATION (January 14th, 2003)

EXHIBIT 10.6 PROMISSORY NOTE FROM WORLDVEST HOLDING CORPORATION PROMISSORY NOTE Title 11 of the United States Code entitled "Bankruptcy," or any successor thereto, or the Principal Amount: US$100,000 commencement of an involuntary case Revolving Loan: January 1, 2002 controverted within 10 days and dismissed within 60 days after commencement, or (ii) a proceeding FOR VALUE RECEIVED, WORLDVEST under any reorganization, HOLDING CORPORATION with a head arrangement, adjustment of debt, office 420 Lincoln Road, Suite 301 relief of debtors, dissolution, Miami Beach, FL 33139, (the insolvency or

Wilmington Rexford Inc – PROMISSORY NOTE FROM TRANSJET.COM / WILD TOYZ (January 14th, 2003)

EXHIBIT 10.10 PROMISSORY NOTE FROM TRANSJET.COM / WILD TOYZ PROMISSORY NOTE Title 11 of the United States Code entitled "Bankruptcy," or any successor thereto, or the Principal Amount: US$10,000 commencement of an involuntary case Revolving Loan: January 1, 2002 thereunder which is not controverted within 10 days and dismissed within 60 days after FOR VALUE RECEIVED, commencement, or (ii) a proceeding TRANSJET.COM/WILD TOYZ with a head under any reorganization, office at 420 Lincoln Road, Suite arrangement, adjustment of debt, 301 Miami Beach, FL 33139, (the relief of debtors, dissol

Wilmington Rexford Inc – DEBENTURE (January 14th, 2003)

EXHIBIT 10.5 DEBENTURES ISSUED TO eANGELS INTERNATIONAL DEBENTURE Principal Amount: $20,000 Dated: February 28, 2002. State of Florida FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of eAngels International or assignee, the sum of Twenty Thousand ($20,000-) together with interest thereon at the rate of 10% per annum on the unpaid balance. Said sum will be paid in the manner following: Interest commences accruing on March 1, 2002. All payments shall be first applied to interest and the balance to principal. This note may be repaid, at any time, in whole or in part, without penalty. All repayments shall be applied to principal. In the event this note shall be in default, and placed with an attorney for collection, then the undersigned agree to pay all reasonable attorney fees and cost of collection. All p

Wilmington Rexford Inc – PROMISSORY NOTE FROM SOUTH BEACH PARTNERS, LLC/ (January 14th, 2003)

EXHIBIT 10.8 PROMISSORY NOTE FROM SOUTH BEACH PARTNERS, LLC/ SOUTH BEACH ENTERTAINMENT PROMISSORY NOTE Title 11 of the United States Code entitled "Bankruptcy," or any successor thereto, or the Principal Amount: US$100,000 commencement of an involuntary case Revolving Loan: January 1, 2002 thereunder which is not controverted within 10 days and FOR VALUE RECEIVED, SOUTH dismissed within 60 days after BEACH PARTNERS, LLC / SOUTH BEACH commencement, or (ii) a proceeding ENTERTAINMENT with a head office at under any reorganization, 420 Lincoln Road, Suite 301 Miami arrangement, adjustment of debt, Beach,

Wilmington Rexford Inc – PROMISSORY NOTE FROM FUTUREVEST CORPORATION (January 14th, 2003)

EXHIBIT 10.7 PROMISSORY NOTE FROM FUTUREVEST CORPORATION PROMISSORY NOTE Title 11 of the United States Code entitled "Bankruptcy," or any successor thereto, or the Principal Amount: US$100,000 commencement of an involuntary case Revolving Loan: January 1, 2002 thereunder which is not controverted within 10 days and dismissed within 60 days after FOR VALUE RECEIVED, FUTUREVEST commencement, or (ii) a proceeding CORPORATION with a head office at under any reorganization, 420 Lincoln Road, Suite 301 Miami arrangement, adjustment of debt, Beach, FL 33139, (the "Borrower"), relief of debtors, dissol

E Trend Networks Inc /De – PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT (September 26th, 2001)

EXHIBIT 10.4 PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION VIDEO ONE CANADA LTD. BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION The purpose of this agreement is to document the terms and conditions of sale of prerecorded videocassettes, DVD and accessories between Video One Canada Ltd. (Video One) and Langara Distribution (Langara). Both parties indicate their acceptance of these terms by signing where indicated. This agreement is effective June 26, 2001 to June 26, 2002. This agreement will be renewed automatically for another year upon expiry unless either party with written notification terminates it 60 days prior to expiration date. Either Video One or Langara Distribution can terminate this agreement at any time, during the initial and/or renewal period, with 90 days written notificat

E Trend Networks Inc /De – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (September 26th, 2001)

EXHIBIT 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATEDREGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of September 18, 2001, by and among E-Trend Networks, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"), and the investor as named on the signature page hereto (hereinafter referred to as "Investor") and amends and restates that Registration Rights Agreement between the parties dated on or about July 3, 2001. RECITALS: WHEREAS, pursuant to the Company's offering ("Offering") of up to Ten Million Dollars ($10,000,000) of Common Stock of the Company, pursuant to that certain Amended and Restated Investment Agreement of even date herewith (the "Investment Agreeme

E Trend Networks Inc /De – AMENDED WARRANT TO PURCHASE COMMON STOCK (September 26th, 2001)

EXHIBIT 10.3 AMENDED WARRANT TO PURCHASE COMMON STOCK ISSUED TO SWARTZ PRIVATE EQUITY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED. Warrant to Purchase 500,000 s

E Trend Networks Inc /De – AMENDED AND RESTATED INVESTMENT AGREEMENT (September 26th, 2001)

EXHIBIT 10.1 AMENDED AND RESTATED INVESTMENT AGREEMENT WITH SWARTZ PRIVATE EQUITY, LLC E-TREND NETWORKS, INC. AMENDED AND RESTATED INVESTMENT AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER SECURITIES AUTHORITIES. THEY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THIS INVESTMENT AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY OF THE SECURITIES DESCRIBED HEREIN BY OR TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESE SECURITIES

E Trend Networks Inc /De – FUNDING AGREEMENT FROM INSTITUTIONAL INVESTOR (July 16th, 2001)

E-TREND NETWORKS, INC. RECEIVES $10 MILLION FIRM COMMITMENT FUNDING AGREEMENT FROM INSTITUTIONAL INVESTOR FORT LAUDERDALE--(PR NEWSWIRE)--July 16, 2001--E-Trend Networks, Inc. (OTCBB: ETDN)("E-Trend"), announced today the execution of a firm commitment funding agreement with an institutional investor for the purchase of up to $10 million of E-Trend common shares. Caroline Armstrong, President and CEO of E-Trend, stated: "We are very pleased to have a long-term partner in place for our financing needs. The funding agreement will provide E-Trend with working capital to continue to grow both its on-line and traditional distribution businesses as E-Trend works to become North America's leading seller of entertainment software." The three-year funding agreement provides for the purchase of common shares in an aggregate amount up to $10 million. Funding under the agreement will occur in periodic draws, as determined by E-Trend. Funding i

Cool Entertainment Inc – EMPLOYMENT AGREEMENT (January 13th, 2000)

Exhibit 10.5 Employment Agreement between Cool Management Inc. and Clement K.M. Lau dated March 1, 1999 -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT (this "Agreement") is made as of the 1st day of March, 1999, BETWEEN COOL MANAGEMENT INC., a company incorporated under the laws of British Columbia, having its registered office at 1000 - 840 Howe Street, Vancouver, British Columbia, V6Z 2M1 (the "Company"); AND CLEMENT K.M. LAU, who resides at 5484 Rugby Avenue, Burnaby, British Columbia, V5E 2N1 (the "Employee"). WHEREAS: A.

Cool Entertainment Inc – MANAGEMENT AGREEMENT (January 13th, 2000)

Exhibit 10.1 Management Agreement between Cool Entertainment, Inc., and Cool Management Inc. dated March 1, 1999 ------------------------------------------------------------------------------- MANAGEMENT AGREEMENT ------------------------------------------------------------------------------- THIS AGREEMENT (the "Agreement") is made as of the 1st day of March, 1999, BETWEEN COOL ENTERTAINMENT, INC. , a corporation incorporated under the laws of Washington having its registered office at 1601 Fifth Avenue, Suite 2400, Seattle, Washington, 98101-1618 ("Cool Entertainment"); AND COOL MANAGEMENT INC., a corporation incorporated under the laws of British Columbia having its registered office at 1000 - 840 Howe Street, Vancouver, British Columbia, V

Cool Entertainment Inc – ESCROW AGREEMENT (January 13th, 2000)

Exhibit 10.6 Escrow Agreement between Pacific Corporate Trust Company, Cool Entertainment, Inc. (Washington), Chelsea Pacific Financial Corp., Entertainment, Inc. (Colorado), Clement Kar Man Lau, William James Hadcock, Leonard Wayne Voth, and Marc Gregory Belcourt dated March 1, 1999, as amended -------------------------------------------------------------------------------- ESCROW AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT dated for reference March 1, 1999, is made BETWEEN PACIFIC CORPORATE TRUST COMPANY, of Suite 830, 625 Howe Street, Vancouver, British Columbia, V6C 3B8 (the "Escrow Agent"); AND COOL ENTERTAINMENT, INC., a corporation incorporated according to the laws of the State of Washington, with a registered

Cool Entertainment Inc – EMPLOYMENT AGREEMENT (January 13th, 2000)

Exhibit 10.2 Employment Agreement between Cool Management Inc. and Marc G. Belcourt dated March 1, 1999 -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT (this "Agreement") is made as of the 1st day of March, 1999, BETWEEN COOL MANAGEMENT INC., a company incorporated under the laws of British Columbia, having its registered office at 1000 - 840 Howe Street, Vancouver, British Columbia, V6Z 2M1 (the "Company"); AND MARC G. BELCOURT, who resides at 9139 Carver Crescent, North Delta, British Columbia, V4C 6N1 (the "Employee"). WHEREAS: A.

Cool Entertainment Inc – CONSULTING AGREEMENT (January 13th, 2000)

Exhibit 10.3 Consulting Agreement between Cool Management Inc. and Leonard Wayne Voth dated March 1, 1999 -------------------------------------------------------------------------------- CONSULTING AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT dated for reference March 1, 1999 BETWEEN COOL MANAGEMENT INC., a company incorporated under the laws of British Columbia having its registered office at 1000-840 Howe Street, Vancouver, British Columbia, V6Z 2M1 (the "Company"); AND LEONARD WAYNE VOTH, who resides at 4422 Stone Crescent, West Vancouver, British Columbia, V7V 1B7 (the "Consultant"). WHEREAS: A. The Company is

Cool Entertainment Inc – ORDER FULFILLMENT AGREEMENT (January 13th, 2000)

Exhibit 10.8 Order Fulfillment Agreement with Valley Media, Inc. dated May 4, 1999 Cool Entertainment / i.FILL Order Fulfillment Agreement CONFIDENTIAL ORDER FULFILLMENT AGREEMENT This Order Fulfillment Agreement ("Agreement") is entered into effective as of the 4 day of MAY 1999, by and between COOL ENTERTAINMENT, INC. ("Retailer") and I.FILL, a division of Valley Media, Inc. ("Valley"). BACKGROUND A. Valley has created databases known as "audioFILE" and "audioTRAX" which contain information regarding pre-recorded music and music related products ("Audio Product"), theatrical video and video related products ("Video Product"), theatrical DVD and DVD related products ("DVD Product") and video game and video game related products ("Game Product"). Audio, Video, DVD and Game Product may be collec

Cool Entertainment Inc – LICENSE AGREEMENT (January 13th, 2000)

Exhibit 10.9 License Agreement with Muze, Inc. dated May 1999 LICENSE AGREEMENT Based on their respective representations, warranties, covenants, rights, and responsibilities, set forth below, Muze Inc., at 304 Hudson Street, 8th Floor, New York, NY 10013, Fax No. 212.741.1246, a New York corporation, and Cool Entertainment, Inc. at Suite 900 10900 NE 8th St., Bellevue, WA 98004, Fax No. 604.540.8328 a Washington State corporation, enter into this License Agreement as follows: 1. DEFINITIONS "Agreement" means this License Agreement, including its attachment(s). "Terms and Conditions" means the specific additional terms and conditions of this Agreement set forth in Attachment 1 (as may be amended from time to time). "Effective Date" means the date this Agreement enters into force, noted in the Terms and Conditions. "Hardware" means the computer and other hardware on which the Products ru

Cool Entertainment Inc – EMPLOYMENT AGREEMENT (January 13th, 2000)

Exhibit 10.4 Employment Agreement between Cool Management Inc. and William J. Hadcock dated March 1, 1999 -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT (this "Agreement") is made as of the 1st day of March, 1999, BETWEEN COOL MANAGEMENT INC., a company incorporated under the laws of British Columbia, having its registered office at 1000 - 840 Howe Street, Vancouver, British Columbia, V6Z 2M1 (the "Company"); AND WILLIAM J. HADCOCK, who resides at Apt. 1301 - 238 Alvin Narod Mews, Vancouver, British Columbia, V6B 5Z3 (the "Employee"). WHEREAS

Cool Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (January 13th, 2000)

Exhibit 10.7 Form of Registration Rights Agreement between Cool Entertainment, Inc. and each of Clement Kar Man Lau, William James Hadcock, Leonard Wayne Voth, and Marc Gregory Belcourt dated March 1, 1999 CONFIDENTIAL CONFIDENTIAL REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of March 1, 1999, is made and entered into by and between COOL ENTERTAINMENT, INC., a Colorado corporation ("Company") and CLEMENT KAR MAN LAU ("Holder"). RECITALS A. Holder has been issued 5,796,011 shares ("Shares") of the Company's common stock ("Common Stock"). B. The Company desires to provide Holder with certain registration rights with respect to the Shares owned by Holder upon the terms and conditions hereinafter set forth.