3dshopping Com Sample Contracts

3dshopping Com – CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS* OF SERIES A CONVERTIBLE PREFERRED STOCK OF 3DSHOPPING.COM AS CORRECTED Joel P. Gayner and Howard A. Cohn certify that: 1. They are the duly elected and acting president and Chief Financial Officer, respectively, of 3Dshopping.com, a California corporation ("Company"). 2. That pursuant to the resolutions set forth in paragraph 4 hereof, the Board of Directors of the Company has authorized the issuance of, and designated the rights, preferences, privileges and restrictions of 7,440 shares of Series A Convertible Pr (January 5th, 2001)
3dshopping Com – THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES AND AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 3DSHOPPING.COM COMMON STOCK PURCHASE WARRANT 1. Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by 3DSHOPPING.COM, a California corporation (the "Company" (January 5th, 2001)
3dshopping Com – CONSULTANT EMPLOYMENT/ENGAGEMENT AGREEMENT ------------------------------------------ (Communication Options, LLC f/s/o Gregory Hartwell) Consultant Employment/Engagement Agreement ("Agreement") dated as of March 1, 2000, between 3Dshopping.com ("Company") and Communication Options, LLC ("COL"), a California corporation, Federal ID# 95- 4665470, f/s/o Gregory Hartwell ("Hartwell") (collectively, "Consultant") in connection with Consultant's provision of marketing support consulting services to Company ("Services") to develop Company's merchandising display division ("Division"). Reference is m (September 28th, 2000)
3dshopping Com – PROMISSORY NOTE --------------- $50,000.00 6/23/00 For value received, the undersigned Gregory Hartwell ("Borrower") promises to pay to the order of 3Dshopping.com ("Lender"), at 308 Washington Boulevard, Marina del Rey, California, 90292 (or at such other place as Lender may designate in writing), the sum of $50,000.00, with interest from the date hereof on the unpaid principal at the rate of 10.00% annually. Reference is made to that certain Consultant Employment Agreement ("Consultant Agreement") dated as of March 1, 2000, which may forgive some or all of the amounts payable to Lender under (September 28th, 2000)
3dshopping Com – INDEPENDENT CONTRACTOR/REFERRAL AGREEMENT ----------------------------------------- 3Dshopping.com Extreme Sports Division - (Alex Gayner) -------------------------------------- Independent Contractor/Referral Agreement ("Agreement") dated as of July 14, 2000, between 3Dshopping.com, a California corporation ("3D"), and Alex Gayner, an individual who resides in the State of California ("Gayner), in connection with Gayner's assistance and participation in the development, promotion and marketing (the "Services") of 3DXSports, a new division of 3D (the "Division"). 3D and Gayner are hereinafter (September 28th, 2000)
3dshopping Com – PROMISSORY NOTE --------------- $25,000.00 3/21/00 For value received, the undersigned Terry Gourley, ("Borrower") an individual, promises to pay to the order of 3Dshopping.com ("Lender"), at 308 Washington Boulevard, Marina del Rey, California, 90292 (or at such other place as Lender may designate in writing), the sum of $25,000.00, with interest from the date hereof on the unpaid principal at the rate of 10.00% annually. 1. Repayment Date: The unpaid principal and accrued interest shall be payable in full together with any accrued interest thereon immediately upon demand by Lender ("LOAN PAY (September 28th, 2000)
3dshopping Com – AMENDMENT NO. 1 TO CONSULTANT EMPLOYMENT/ENGAGEMENT AGREEMENT ------------------------------------------------------------- (Communication Options, LLC f/s/o Gregory Hartwell) Amendment No. 1 ("Amendment") dated as of June 5, 2000, to Consultant Employment/Engagement Agreement ("Agreement") dated as of March 1, 2000, between 3Dshopping.com ("Company") and Communication Options, LLC ("COL"), a California corporation, f/s/o Gregory Hartwell ("Hartwell") (collectively, "Consultant") in connection with Consultant's provision of marketing support consulting services to Company ("Services") to devel (September 28th, 2000)
3dshopping Com – 3Dshopping.com 308 Washington Boulevard Marina del Rey, California 90292 Mr. Lawrence Weisdorn 20485 Roca Chica Drive Malibu, CA 90265 Re: Management Change Agreement ------------------------------- Dear Lawrence: This letter agreement ("Agreement") dated as of May 30, 2000, confirms our agreement in connection with your continuation as Chairman of the Board of Directors ("Board") of 3Dshopping.com ("3D"), resignation of the position of Chief Executive Officer, and acceptance of the position of Chairman of the Executive Committee of the Board, pursuant to the following terms: 1. Subject to con (September 28th, 2000)
3dshopping Com – PROMISSORY NOTE - (Terry Gourley) --------------- $60,000.00 5/10/00 For value received, the undersigned Terry Gourley ("Borrower") promises to pay to the order of 3Dshopping.com ("Lender"), at 308 Washington Boulevard, Marina del Rey, California, 90292 (or at such other place as Lender may designate in writing), the sum of $60,000.00, with interest from the date hereof on the unpaid principal at the rate of 10.00% annually. 1. REPAYMENT DATE: The unpaid principal and accrued interest shall be payable immediately upon demand by Lender ("LOAN PAYMENT DATE"). 2. PREPAYMENT/PAYMENT TERMS: Borrowe (September 28th, 2000)
3dshopping Com – SECURITY/PLEDGE AGREEMENT ------------------------- Security/Pledge Agreement ("Agreement") dated as of March 1, 2000, between Gregory Hartwell ("Hartwell"), an individual, and Communication Options, LLC, a California corporation ("COL") (collectively and severally, "Shareholder"), on the one hand, and 3Dshopping.com, a California corporation ("Secured Party"), on the other hand in connection with that certain Promissory Note ("Note") dated as of even date herewith. RECITALS A. Shareholder is borrowing $50,000 from Secured Party pursuant to a Note dated as of even date herewith. B. Shareholder (September 28th, 2000)
3dshopping Com – 3Dshopping.com 308 Washington Boulevard Marina del Rey, California 90292 Mr. Terry Gourley 494 Woodland Simi Valley, CA 93065 RE: AMENDMENT TO OFFER LETTER ----------------------------- Dear Terry: This letter amendment together with Schedule "1" attached hereto (collectively, "Amendment") dated as of May 30, 2000, to your Offer Letter dated as of November 5, 1999, from Bob Grant to you, confirms our agreement in connection with your promotion from Vice President, Business Development, to Chief Executive Officer ("C.E.O") of 3Dshopping.com ("3D"), pursuant to the following terms: 1. Subject to (September 28th, 2000)
3dshopping Com – February 7, 2000 Mr. Joel Gayner 128 Stagecoach Road Bell Canyon, CA 91307 RE: OFFER LETTER ---------------- Dear Joel: We are very pleased to confirm our offer of the position of Senior Vice President, Sales and Marketing for our Company, 3Dshopping.com. You will be reporting directly to me as President and Chief Operating Officer and will be part of our executive team. Our offer is subject to a successful completion of our pre-employment procedure, which consists of criminal, credit and reference checks, and the execution of an employee nondisclosure agreement. An Application Statement is re (September 28th, 2000)
3dshopping Com – May 22, 2000 Mr. Joel Gayner 128 Stagecoach Road Bell Canyon, CA 91307 RE: Offer Letter Amendment ----------------------- Dear Joel: Your Offer Letter ("Offer Letter") dated as of February 7, 2000, between 3Dshopping.com ("Company") and you, is hereby amended as follows. The remaining terms of the Offer Letter remain in full force and effect: Start Date/Title Effective May 15, 2000, you are hereby promoted ---------------- to the offices of President and Chief Operating Officer of the Company. Base Salary $[___] bi- weekly, which is the equivalent of ----------- $200,000 when annualized. Bonus (September 28th, 2000)
3dshopping Com – PROMISSORY NOTE - (Joel Gayner) --------------- $25,000.00 5/02/00 For value received, the undersigned Joel Gayner, an individual ("Borrower"), promises to pay to the order of 3Dshopping.com ("Lender"), at 308 Washington Boulevard, Marina del Rey, California, 90292 (or at such other place as Lender may designate in writing), the non-interest bearing sum of $25,000.00 pursuant to this Promissory Note ("Note"). This Note is intended to provide Borrower with an advance ("Loan") against future commissions (or severance payments if Borrower's employment with Employer is involuntarily terminated) pa (September 28th, 2000)
3dshopping Com – MUTUAL GENERAL RELEASE - (Lawrence Weisdorn) ---------------------- This Mutual General Release ("Release") dated as of September 1, 2000, is entered into by and between 3DShopping.com d.b.a. O2 Essential Marketing Technologies ("Employer"), a California Corporation, and Lawrence Weisdorn ("Weisdorn"), with reference to the following facts: A. WHEREAS, Employer, a developer and distributor of proprietary 3-D Internet e-commerce display technology ("Employer's Business"), engaged Weisdorn on August 13, 1996. B. WHEREAS, effective September 1, 2000, Weisdorn voluntarily resigned his employment w (September 28th, 2000)
3dshopping Com – CHANNELSPACE ENTERTAINMENT, INC. 808 Live Oak Drive, Suite 126 Chesapeake, VA 23320 September 12, 2000 3D Shopping.com d/b/a O2, Essential Marketing Technologies 308 Washington Blvd. Marina Del Rey, CA 90292 Attention: Terry Gourley, Chief Executive Officer Re: Agreement to Acquire Technology for Shares ------------------------------------------- Dear Terry: This letter sets forth our agreed upon terms for the acquisition of the "electronic Content Management System" technology ("eCMS") from ChannelSpace Entertainment, Inc., a Virginia corporation (or its assigns) ("CSEI"), by 3D Shopping.com (September 28th, 2000)
3dshopping Com – MUTUAL GENERAL RELEASE - (Robert J. Vitamante) ----------------------- This Mutual General Release ("Release") dated as of May 25, 2000, is entered into by and between 3Dshopping.com ("Employer"), a California Corporation, and Robert J. Vitamante ("Employee"), with reference to the following facts: A. WHEREAS, Employer, a developer and distributor of proprietary 3-D Internet e-commerce display technology ("Employer's Business"), engaged Employee on June 24, 1999 ("Hire Date"), as President, Chief Operating Officer and Chief Financial Officer (provided that Employee did not officially occupy th (September 28th, 2000)
3dshopping Com – Re: Offer letter (October 6th, 1999)
3dshopping Com – WARRANT AGREEMENT (October 6th, 1999)
3dshopping Com – STANDARD OFFICE LEASE - NET (September 28th, 1999)
3dshopping Com – Re: March 17, 1999 Financing Terms Agreement (Agreement) (July 2nd, 1999)
3dshopping Com – PURCHASE WARRANT (July 2nd, 1999)
3dshopping Com – 1999 STOCK OPTION PLAN (June 15th, 1999)
3dshopping Com – LEASE EXTENSION (May 25th, 1999)
3dshopping Com – AGREEMENT AND PLAN OF REORGANIZATION (May 25th, 1999)
3dshopping Com – PROMISSORY NOTE (May 25th, 1999)
3dshopping Com – PURCHASE WARRANT (May 25th, 1999)
3dshopping Com – PURCHASE WARRANTS (March 22nd, 1999)
3dshopping Com – WEBSITE LINKING AND PROMOTION AGREEMENT (March 22nd, 1999)
3dshopping Com – Contract for Internet Consulting Services (March 22nd, 1999)
3dshopping Com – Commercial Sub-Lease Agreement (March 22nd, 1999)
3dshopping Com – WEBSITE DESIGN, BUILD AND MAINTAIN AGREEMENT (March 22nd, 1999)
3dshopping Com – LETTER OF AGREEMENT (March 22nd, 1999)
3dshopping Com – ARTICLES OF INCORPORATION OF (March 22nd, 1999)
3dshopping Com – WARRANT AGREEMENT (March 22nd, 1999)