Corpas Investments Inc Sample Contracts

Corpas Investments Inc – CERTIFICATE OF INCORPORATION (March 18th, 2002)

CERTIFICATE OF INCORPORATION of CORPAS HOLDINGS, INC. The undersigned, a natural person at least eighteen years of age, acting as Incorporator for the purpose of forming a corporation pursuant to the provisions of the Oklahoma General Corporation Act, hereby certifies and adopts the following Certificate of Incorporation: ARTICLE I The name of the corporation is Corpas Holdings, Inc. ARTICLE II The registered agent is Gary L. Mays, and his address is 3540 East 31st Street, Suite 1, Tulsa, Tulsa County, Oklahoma, 74135. ARTICLE III The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act. ARTICLE IV The total number of shares which the corporation is authorized to issue is

Corpas Investments Inc – AGREEMENT AND PLAN OF MERGER (March 18th, 2002)

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2002 (the "Merger Agreement"), between Corpas Investments, Inc., a Florida corporation ("Corpas"), and Corpas Oklahoma, Inc., an Oklahoma Corporation ("Oklahoma"). WHEREAS, on the date hereof, Corpas has the authority to issue 75,000,000 shares of Common Stock, par value $0.001 per share ("Florida Common Stock"), of which 330,191 shares are issued and outstanding; WHEREAS, on the date hereof, Oklahoma has the authority to issue 75,000,000 shares of Common Stock, par value $0.001 per share ("Oklahoma Common Stock"), of which 1,000 shares are issued and outstanding, all of which are held by Corpas; WHEREAS, the board of directors of Corpas has determined that it is advisable and in its best interests for Corpas to merge with and into Oklahoma for the purpose of changing Corpas's state of incorporation from Florida to Oklahoma upon the terms and subject to the cond

Corpas Investments Inc – AGREEMENT AND PLAN OF MERGER (March 18th, 2002)

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of March 11, 2002 (the "Merger Agreement"), between Corpas Oklahoma, Inc., an Oklahoma corporation ("Corpas"), Corpas Holdings, Inc., an Oklahoma corporation ("CHI"), and Corpas Merger, Inc., an Oklahoma corporation ("CMI "). WHEREAS, on the date hereof, Corpas has authority to issue 75,000,000 shares of common stock, par value $0.001 per share (the "Corpas Common Stock"), of which 330,191 shares are issued and outstanding; WHEREAS, on the date hereof, CHI has authority to issue 75,000,000 shares of common stock, par value $0.001 per share (the "CHI Common Stock"), of which 1,000 shares are issued and outstanding; WHEREAS, on the date hereof, CMI has authority to issue 75,000,000 shares of common stock, par value $0.001 per share (the "CMI Common Stock"), of which 1,000,000 shares are issued and outstanding; WHEREAS, the respective Boards of Directors of Corpas, CHI and C

Corpas Investments Inc – AGREEMENT (August 23rd, 2001)

AGREEMENT THIS AGREEMENT (hereinafter referred to as this "Agreement"), made and entered into as of July 31, 2001 (hereinafter referred to as the "Agreement Date"), by and among Corpas Investment, Inc. ("Corpas"), a Florida corporation, and Corpas Investors, LLC ("Investor"), a Georgia limited liability corporation. W I T N E S S E T H: WHEREAS, Corpas is in the business of developing and marketing action programming to cable channels; WHEREAS, Corpas is a public company whose common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, is in default on its reporting obligations thereunder, and is currently traded on the Pink Sheets under the symbol "CPIM;" WHEREAS, Corpas is authorized to issue 50,000,000 shares of common stock, par value $0.001 per share, of which approximately 19 million common shares are issued and outstanding; WHEREAS, because of a

Corpas Investments Inc – PRESS RELEASE (January 10th, 2001)

1 EXHIBIT 99.1 [MEDIAWEBCAST LOGO] PRESS RELEASE MEDIAWEBCAST ANNOUNCES MERGER DISCUSSIONS WITH LASALLE TECHNOLOGY SANTA MONICA, Calif.--(BUSINESS WIRE)--January 10, 2001--Corpas Investments, Inc. (OTCBB:CPIM - news), d/b/a MediaWebcast, and LaSalle Technology, Inc. have signed a letter of intent to begin formal negotiations to merge the two companies which augment each other with their respective business strengths. MediaWebcast brings solid entertainment content, production, and distribution, as well as the technology to protect content on-line. LaSalle Technology, Inc. also has a strong technology business in addition to experience and assets in public financial markets. LaSalle's financial expertise is a key element in this transaction since MediaWebcast is in need of additional funding. The newly formed company will evaluate all assets with a vie

Corpas Investments Inc – 2000 EQUITY INCENTIVE COMPENSATION PLAN (November 13th, 2000)

1 EXHIBIT 10.26 AMENDMENTS TO CORPAS INVESTMENTS, INC. 2000 EQUITY INCENTIVE COMPENSATION PLAN The following amendments to the 2000 Equity Incentive Compensation Plan (the "Plan"), were duly adopted by the Board of Directors of Corpas Investments, Inc. (the "Company") on October 14, 2000. Capitalized terms used in the following amendments and not otherwise defined therein, shall have the same meanings ascribed to them in the Plan. Any interpretations of the Plan shall be made giving effect to the following amendments, which amendments clarify or supplement, and do not replace, existing provisions of the Plan. "4. STOCK SUBJECT TO PLAN. (a) Limitation on Overall Number of Shares Subject to Awards. Notwithstanding the provisions of subsection 4(a) of the Plan, at no time shall the total number

Corpas Investments Inc – BUSINESS CONSULTING AGREEMENT (November 13th, 2000)

1 EXHIBIT 10.22 BUSINESS CONSULTING AGREEMENT This Agreement (the "Agreement") is dated October 9, 2000 and is entered into by and between CORPAS INVESTMENTS, INC. (hereinafter "CPIM" or "CLIENT") and WINDSOR PARTNERS, INC. (hereinafter "WPI"). 1. Conditions. This Agreement will not take effect, and WPI will have no obligation to provide any service whatsoever, unless and until CLIENT returns a signed copy of this Agreement to WPI (either by mail or facsimile copy). In addition, CLIENT shall be truthful with WPI in regard to any relevant or material information provided by CLIENT, verbally or otherwise which refers, relates, or otherwise pertains to the CLIENT's business, this Agreement or any other relevant transaction. Breach of either of these conditions shall be considered a material breach and wi

Corpas Investments Inc – RE: Fee And Non-Exclusive Placement Agreement (November 13th, 2000)

1 EXHIBIT 10.23 CHICAGO INVESTMENT GROUP INCORPORATED Established 1981 August 8, 2000 Mr. Gein Fein 1640 Fifth St., Suite 218 Santa Monica, CA 90401 RE: Fee And Non-Exclusive Placement Agreement Dear Mr. Fein: This confidential Fee agreement and Non-Exclusive Placement Agreement (the "Agreement") is made between Corpas Investments, Inc. (the "Company") with its office located at 1640 Fifth St., Suite 218 Santa Monica, CA 90401 and Chicago Investment Group, Inc. (the "Placement Agent") with its office located at 39 South LaSalle Street, Suite 325, Chicago, IL 60603. This Fee and Non-Exclusive Placement Agreement confirms that the Company is interested in having Chicago Investment Group, Inc., (the "Placement Agent") provide an introduction for the

Corpas Investments Inc – CONTENT LICENSE AND PROMOTION AGREEMENT (November 13th, 2000)

1 EXHIBIT 10.24 REALNETWORKS, INC. CONTENT LICENSE AND PROMOTION AGREEMENT This Content License and Promotion Agreement ("Agreement"), effective August 14, 2000 through November 14, 2000 (the "Term"), is between RealNetworks Inc., a Washington corporation located at 2601 Elliott Ave., Suite 1000, Seattle, Washington 98121 ("RN"), and Corpas Investments, Inc., d/b/a MediaWebcast ("Provider"), a Florida corporation located at the address set forth below. This Agreement sets forth the terms and conditions under which RN will license the content from Provider, and promote such content to RN's end users. WHEREAS, RN has developed, markets and distributes: (a) consumer media software applications, known as RealPlayer Plus, RealJukebox Plus, and Real Entertainment Center Plus, including all updates however named or distributed during the Term, ("Plus Products

Corpas Investments Inc – SUBSCRIPTION AGREEMENT (November 13th, 2000)

1 EXHIBIT 10.20 SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER DATED AS OF August __, 2000 Corpas Investments, Inc. 1640 Fifth Street, Suite 218 Santa Monica, California 90401 Dear Sirs: This will acknowledge that the undersigned (sometimes referred to as the "Subscriber" or "I") hereby irrevocably subscribes to purchase an aggregate of _____________ shares of the Company's $.001 par value common stock (the "Securities") at a purchase price of $_____ per share for an aggregate purchase price of $____________________. Within 10 business days after receipt by the Company of the executed Subscription Agreement and Investment Letter (the "Subscription Agreement" or "Agreement") (including the Confidential Purchaser Questionnaire), th

Corpas Investments Inc – SETTLEMENT AGREEMENT AND RELEASE (November 13th, 2000)

1 EXHIBIT 10.21 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("hereinafter referred to as this "Settlement and Release") is made this 4th day of October, 2000 by and among CORPAS INVESTMENTS, INC. ("CORPAS"), on the one hand, and D.R.F.W. Group, Inc. ("DRFW"), South Shore Investments Ltd., Inc. ("SOUTH SHORE") and John Thristino, individually and as President of each of DRFW and South Shore ("THRISTINO"), on the other hand (each of DRFW, South Shore and Thristino being hereinafter sometimes collectively referred to as the "FINANCIAL ADVISORS"). WHEREAS, an agreement was entered into by and between Corpas and DRFW dated as of February 28, 2000, covering financial advisory consulting services to be rendered by DRFW to Corpas (the "DRFW AGREEMENT"); and WHEREAS, an agreement was entered into by and between Corpas and South Shore covering

Corpas Investments Inc – REAL.COM GUIDE CO-BRANDED WEB PAGE AGREEMENT (August 15th, 2000)

1 EXHIBIT 10.2 REALNETWORKS, INC. REAL.COM GUIDE CO-BRANDED WEB PAGE AGREEMENT This Real.com Guide Co-Branded Web Page Agreement ("Agreement") dated _____________, and ending on _______________ (the "Term"), between RealNetworks, Inc., a Washington corporation located at 2601 Elliott Ave., Suite 1000, Seattle, Washington 98121 ("RN"), and Corpas Investments, Inc. ("Participant"), located at the address set forth on Exhibit A sets forth the terms and conditions under which RN agrees to promote and distribute links to a co-branded RN and Participant web page that features Participant's multimedia content ("Content"), which, is more fully described herein and on Exhibit A. For promotional value and other good and valuable consideration, the parties agree as follows: 1. RN OBLIGATIONS 1.1 THE REAL.COM GUIDE. RN has developed, markets and distributes a strea

Corpas Investments Inc – FINANCIAL ADVISORY AGREEMENT (August 15th, 2000)

1 EXHIBIT 10.1 FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the 25th day of July, 2000, between Corpas Investments, Inc. (the "Company") and South Shore Investments Ltd. Inc.(the "Financial Advisor"). W I T N E S S E T H: WHEREAS, The Company is seeking certain financial advice regarding business and financing activities; and WHEREAS, the Financial Advisor is willing to furnish certain business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. PURPOSE. The Company hereby engages the Financial Advisor on a non-exclusiv

Corpas Investments Inc – SUBSCRIPTION AGREEMENT (June 14th, 2000)

1 EXHIBIT 10.12 SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER DATED AS OF FEBRUARY 4, 2000 Corpas Investments, Inc. 2931 3rd Street Santa Monica, California 90405 Dear Sirs: This will acknowledge that the undersigned hereby irrevocably subscribes to purchase (i) a $__________(1) principal amount ten and one-half percent (10.5%) redeemable promissory note (the "Note") of Corpas Investments, Inc. (the "Company") (in the form attached hereto as Exhibit A), and (ii) a Warrant to purchase 1 share of the Company's $.001 par value common stock (the "Common Stock") for each $3.00 of principal amount of the Note (such number of shares to be rounded up in the case of fractional amounts). The exercise price of the Warrant shall be $2.00 (subject to adj

Corpas Investments Inc – THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (June 14th, 2000)

1 EXHIBIT 10.13 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE SECURITIES LAWS OF ANY STATE. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO NETLIVE COMMUNICATIONS INC., IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH 1933 ACT OR SUCH STATE SECURITIES LAWS. CORPAS INVESTMENTS, INC. 10.5% Redeemable Promissory Note CII - Note __ $_______________.00 CORPAS INVESTMENTS, INC., a Florida corporation (the "Company"), for value received, hereby promises to pay to the order o

Corpas Investments Inc – NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON (June 14th, 2000)

1 EXHIBIT 10.14 No. W-A-_ Warrant to Purchase ______ shares of Common Stock CORPAS INVESTMENTS, INC. Common Stock Purchase Warrant ______________ ___, 2000 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THIS CERTIFIES THAT ___________________ (hereinafter sometimes called the "Holder"), is entitled to purchase from Corpas Investments, Inc., a Florida corporation (the "Company"), at the pr

Corpas Investments Inc – STANDARD OFFICE LEASE - GROSS (May 22nd, 2000)

1 EXHIBIT 10.7 STANDARD OFFICE LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC LEASE PROVISIONS ("Basic Lease Provisions") 1.1 PARTIES: This Lease, dated, for reference purposes only, February 22, 2000, is made by and between Spector Waldman Company, (herein called "Lessor") and CORPAS Investments, Inc., a Florida corporation ________________, doing business under the name of ________________________________, (herein called "Lessee"). 1.2 PREMISES: Suite Number(s) 218 floors, consisting of approximated 3,193 feet, more or less, as defined in paragraph 2. 1.3 BUILDING: Commonly described as located at 1640 5th Street, in the City of Santa Monica, County of Los Angeles, State of California, as more particularly described in Exhibit __ hereto, and as defined in paragraph 2. 1.4 USE: general office use, subject t

Corpas Investments Inc – MONTH TO MONTH RENTAL AGREEMENT (May 22nd, 2000)

1 EXHIBIT 10.8 MONTH TO MONTH RENTAL AGREEMENT Based upon the Santa Monica Rent Control Charter Amendment (Prepared in accordance with general California Landlord-Tenant Law in effect as of the revision date. Consult with your attorney about local technicalities or subsequent changes in the law.) OWNER: Stan Flinkman ------------------------------------------------------------------------------- RENTER: Corpas Investments, Inc. ------------------------------------------------------------------------------- PREMISES: 2931 3rd Street Santa Monica, California 90405 ------------------------------------------------------------------------------- APT. NO. ADDRESS (ST., AVE., PL., BLVD., ETC.) ZIP CODE Owner and Renter agree that Renter's performance of and compliance with each of the terms hereof, and with Owner's House or Pool

Corpas Investments Inc – FINANCIAL ADVISORY AGREEMENT (May 22nd, 2000)

1 EXHIBIT 10.10 FINANCIAL ADVISORY AGREEMENT This Agreement is made and entered into as of the 28th day of February, 2000, between Corpas Investments, Inc. (the "Company") and D.R.F.W. Group, Inc. (the "Financial Advisor"). W I T N E S S E T H: WHEREAS, The Company is seeking certain financial advice regarding business and financing activities; and WHEREAS, the Financial Advisor is willing to furnish certain business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. PURPOSE. The Company hereby engages the Financial Advisor on a non-exclusive basi

Corpas Investments Inc – CONSULTING AND SERVICES AGREEMENT (May 22nd, 2000)

1 EXHIBIT 10.9 CONSULTING AND SERVICES AGREEMENT THIS CONSULTING AND SERVICES AGREEMENT (this "Agreement") is made and entered into on this _________________day of ________________and is effective as of January 26, 2000 _______________________ by and between CORPAS INVESTMENTS, INC, a Florida corporation (the "Company"), and Dr. Bob Goldman (the "Consultant"). R E C I T A L S: WHEREAS, the Company is a media web-cast company, distributing content via the internet and television. (the "Business"). WHEREAS, the parties acknowledge that the Consultant's abilities and services are unique and essential to the prospects of the Company; WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the Consultant will contribute to the growth and success of the Company, and desires to assure the Company of the

Corpas Investments Inc – CONSULTANT AGREEMENT (May 22nd, 2000)

1 EXHIBIT 10.11 -------------------------------------------------------------------------------- 1301 York Road o Suite 400 o Lutherville, MD 21093 Tel: (410) 321-1799 o Fax: (410) 321-1753 o 888-301-6271 www.cfgstocks.com CONSULTANT AGREEMENT Columbia Financial Group is an investor relations, direct marketing, publishing, public relations and advertising firm with expertise in the dissemination of information about publicly traded companies. Also in the business of providing investor relations services, public relations services, publishing, advertising services, fulfillment services, as well as Internet related services. Agreement made this 15th day of November, 1999, between Corpas Investments, Inc. (hereinafter referred to as "Corporation"), an

Corpas Investments Inc – CONTENT PROVIDER AND SERVICES AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.2 CONTENT PROVIDER AND SERVICES AGREEMENT This Content Provider and Services Agreement is made effective as of the 22nd day of November, 1999 (the "Effective Date") by and among American Academy of Anti-Aging Medicine, Inc., an Illinois not-for-profit corporation ("A4M"), Medical Development Management, Inc., an Illinois corporation ("MDM"), and Interactive ConEd.com, Inc., a Delaware corporation, and any and all successors in interest and assigns thereof ("ICE"). WHEREAS, A4M is an Illinois not-for-profit corporation organized to support the study of and provide education on the human aging process and treatment options which retard, stabilize, ameliorate or reverse said process (the "A4M Mission"); and WHEREAS, MDM is an Illinois corporation engaged in the business of providing management and consulting services to the medical and health care profes

Corpas Investments Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 2000)

1 EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT 2 12 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of this 22nd day of November, 1999, and is effective on the Effective Date of the Merger (as such terms are defined below), by and among the Shareholders set forth on SCHEDULE A annexed hereto (sometimes referred to herein as "Shareholder" or, collectively, as "Shareholders"), and Corpas Investments, Inc., a Florida corporation (hereinafter referred as to as the "Company"). RECITALS: WHEREAS, Interactive ConEd.com, Inc., a Delaware corporation ("ICE") , and the Company have executed simultaneously herewith that certain Agreement and Plan of Merger (the "Plan"), whereby ICE will merge with and into the Company, with the Company as the surviving entity (the "Merge

Corpas Investments Inc – WEB SITE DEVELOPMENT AND SUPPORT AGREEMENT (April 14th, 2000)

1 Exhibit 10.3 WEB SITE DEVELOPMENT AND SUPPORT AGREEMENT THIS WEB SITE DEVELOPMENT AND SUPPORT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of October, 1999 (the "Effective Date"), by and between INTERACTIVE CON-ED.COM, INC., with offices at 7600 Southland Boulevard, Suite 100-320, Orlando, Florida 32809 ("ICE"), and K.TEK SYSTEMS, INC., with offices at 31640 U.S. Highway 19 N., Palm Harbor, Florida 34684 ("Developer"). 1. WEB SITE DEVELOPMENT. 1.1 Pursuant to the terms and conditions of this Agreement, Developer shall assist in developing a web-based, on-line continuing education system for providing the delivery of online course content, testing, and results for ICE (The "Web Site"). In particular, Developer shall furnish all back-end functionality components for developing that Web Site (including only the database design and stru

Corpas Investments Inc – AGREEMENT OF PURCHASE AND SALE (March 21st, 2000)

1 Exhibit 2.1 -------------------------------------------------------------------------------- AGREEMENT OF PURCHASE AND SALE DATED AS OF FEBRUARY 29, 2000 BETWEEN SELLER: PLANET EXTREME.Ltd. AND BUYER: CORPAS INVESTMENTS, INC. -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Section Page ------- ----

Corpas Investments Inc – AGREEMENT AND PLAN OF MERGER (December 9th, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("AGREEMENT") is made effective as of this 22nd day of November, 1999, by and between INTERACTIVE CON-ED.COM, INC., a Delaware corporation ("ICE"), CORPAS INVESTMENTS, INC., a Florida corporation ("CORPAS" or the "SURVIVING CORPORATION" and collectively with ICE, the "CORPORATIONS") and ROY MEADOWS, the controlling shareholder of Corpas (the "CORPAS CONTROL SHAREHOLDER"), with ICE merging with and into Corpas, such that the separate existence of ICE shall cease and Corpas shall continue as the surviving corporation (the "MERGER"). WHEREAS, Corpas is a development stage company with no operations, but with a limited public market for its common stock, par value $.001 per share (the "CORPAS COMMON STOCK"), currently trading on the OTC Bulletin Board under the symbol "CPIM"; and WHERE