EXHIBIT 99.1 SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2001 • Bactrol Technologies Inc /Fl • Non-operating establishments
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ___________________ shares of Common Stock of Bactrol Technologies, Inc. (the "Company") at a price of $1.00 per Share (the "Subscription Price").
MILITARY RESALE GROUP, INC. CONVERTIBLE NOTEMilitary Resale Group Inc • July 22nd, 2003 • Wholesale-groceries, general line • New York
EXHIBIT 10.1 THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED...Military Resale Group Inc • September 16th, 2002 • Wholesale-groceries, general line • New York
SELLERS:Stock Purchase Agreement • November 14th, 2001 • Bactrol Technologies Inc /Fl • Non-operating establishments • New York
MILITARY RESALE GROUP, INC. CONVERTIBLE NOTEMilitary Resale Group Inc • June 17th, 2003 • Wholesale-groceries, general line • New York
CONAGRA POULTRY COMPANY MILITARY SALESDistributor Agreement • September 4th, 2003 • Military Resale Group Inc • Wholesale-groceries, general line
EXHIBIT 10.1 AGREEMENT, dated as of January 11, 2005, between MILITARY RESALE GROUP, INC., a New York corporation with offices located at 2180 Executive Circle Colorado Springs, Colorado 80906 (the "COMPANY"); and LEE BRUKMAN, an individual residing...Agreement • January 25th, 2005 • Military Resale Group Inc • Wholesale-groceries, general line • New York
EXHIBIT 10.13 THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED...Military Resale Group Inc • November 1st, 2002 • Wholesale-groceries, general line • New York
EXHIBIT 10.1 PLAN AND AGREEMENT OF MERGER PLAN AND AGREEMENT OF MERGER Relating to the Merger of MILITARY RESALE GROUP, INC.Plan and Agreement of Merger • January 29th, 2001 • Bactrol Technologies Inc /Fl • Non-operating establishments • Maryland
LETTER OF AGREEMENTLetter of Agreement • September 10th, 2002 • Military Resale Group Inc • Wholesale-groceries, general line
EXHIBIT 10.12 DEMAND NOTEMilitary Resale Group Inc • May 13th, 2004 • Wholesale-groceries, general line
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of Edward T. Whelan ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of Five Thousand Dollars ($5,000.00) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
EXHIBIT 4.1 BUSINESS CONSULTING AGREEMENT AGREEMENT, made and entered into August 1, 2003, by and between Mr. Lou Wiener Individually, of On Site Marketing, Inc., with offices located at 4251 N.W. 66th Lane, Boca Raton, FL 33496 (Wiener) and Military...Business Consulting Agreement • September 9th, 2003 • Military Resale Group Inc • Wholesale-groceries, general line • New York
EXHIBIT 4.1 CONSULTING AGREEMENT Consulting Agreement made as of September 25, 2003, between Military Resale Group, Inc. a New York Corporation with offices at 2180 Executive Circle, Colorado Springs, CO 80906 and Glendale Corp, a New Jersey...Consulting Agreement • October 21st, 2003 • Military Resale Group Inc • Wholesale-groceries, general line • New York
EXHIBIT 10.15 PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES...Military Resale Group Inc • July 22nd, 2003 • Wholesale-groceries, general line • Ohio
EXHIBIT 10.2 THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED...Military Resale Group Inc • September 16th, 2002 • Wholesale-groceries, general line • New York
SELLERS: -------Stock Purchase Agreement • November 20th, 2001 • Bactrol Technologies Inc /Fl • Non-operating establishments • New York
EXHIBIT 4.1 ----------- AMENDED BUSINESS CONSULTING AGREEMENT AGREEMENT, originally made and entered into February 18, 2003, and now amended as of March 10, 2003, by and between Martin Nielson, an Individual who is Chairman of AltosBanCorp, Inc., with...Consulting Agreement • March 21st, 2003 • Military Resale Group Inc • Wholesale-groceries, general line • New York
DEMAND NOTE ----------- $25,000 ORIGINAL ISSUE DATE: DECEMBER 12, 2001 AMENDED AND RESTATED AS OF: JUNE 30, 2002 COLORADO SPRINGS, COLORADOMilitary Resale Group Inc • July 22nd, 2003 • Wholesale-groceries, general line
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of ETHAN D. HOKIT ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
EXHIBIT 10.1 DEMAND NOTE ------------ $25,000 ORIGINAL ISSUE DATE: DECEMBER 12, 2001 AMENDED AND RESTATED AS OF: JUNE 30, 2002 COLORADO SPRINGS, COLORADOMilitary Resale Group Inc • July 22nd, 2003 • Wholesale-groceries, general line • New York
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of ATLANTIC INVESTMENT TRUST, RICHARD H. TANENBAUM, TRUSTEE ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
EXHIBIT 10.10 PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES...Domestic Service Agreement • September 10th, 2002 • Military Resale Group Inc • Wholesale-groceries, general line
ANDWarehousing and Distribution Agreement • July 22nd, 2003 • Military Resale Group Inc • Wholesale-groceries, general line
PLAYTEX PRODUCTS, INC.Military Distributor Agreement • June 27th, 2002 • Military Resale Group Inc • Wholesale-groceries, general line
Exhibit 10.5 1 MILITARY RESALE GROUP, INC. COMMERCIAL NET/NET/NET WAREHOUSE LEASE STATE OF COLORADO COUNTY OF EL PASO 1. LEASED PREMISES AND TERM: This Lease Agreement, made and entered into by and between MRS Connection, a Colorado general...Military Resale Group Inc • December 20th, 2001 • Non-operating establishments • Colorado
DEMAND NOTEDemand Note • May 13th, 2004 • Military Resale Group Inc • Wholesale-groceries, general line
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of Edward T. Whelan ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of Ten Thousand Dollars ($10,000.00) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
EXHIBIT 10.15 PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES...Military Resale Group Inc • May 2nd, 2003 • Wholesale-groceries, general line • Ohio
EXHIBIT 10.9 PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES...Military Resale Group Inc • September 10th, 2002 • Wholesale-groceries, general line
EXHIBIT 10.13 THIS CONVERTIBLE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS IT IS SO REGISTERED...Military Resale Group Inc • June 27th, 2002 • Wholesale-groceries, general line • New York
DEMAND NOTEMilitary Resale Group Inc • April 11th, 2002 • Wholesale-groceries, general line
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of ETHAN D. HOKIT ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2002, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum. Any principal amount of this Note or any interest and other payments which are not paid when due shall bear interest, payable on demand, until payment in full of such amounts at the rate per annum equal to the interest rate otherwise applicable PLUS 2% per annum (collectively, the "DEFAULT RATE"), after as well as before judgment.
EXHIBIT 10.9 PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES...Military Resale Group Inc • November 1st, 2002 • Wholesale-groceries, general line
EXHIBIT 10.1 DEMAND NOTE ------------ $25,000 ORIGINAL ISSUE DATE: DECEMBER 12, 2001 AMENDED AND RESTATED AS OF: JUNE 30, 2002 COLORADO SPRINGS, COLORADOMilitary Resale Group Inc • May 2nd, 2003 • Wholesale-groceries, general line • New York
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of ATLANTIC INVESTMENT TRUST, RICHARD H. TANENBAUM, TRUSTEE ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
Exhibit 10.8 BUSINESS CONSULTING AGREEMENT AGREEMENT, made and entered into January 3, 2002, by and between Edward T. Whelan and Edward Meyer, Jr., Individually, of Xcel Associates, Inc. a New Jersey Corporation, with offices located at 224 Middle...Business Consulting Agreement • April 16th, 2002 • Military Resale Group Inc • Wholesale-groceries, general line • New Jersey
EXHIBIT 4.1 Business Consulting Agreement AGREEMENT, made and entered into May 15, 2003, by and between Howard Ash an Individual, with offices located at 4233 Sheridan Avenue, Miami, FL 33140, (Ash) and Military Resale Group, Inc., a New York...Business Consulting Agreement • June 5th, 2003 • Military Resale Group Inc • Wholesale-groceries, general line • New York
Exhibit 10.1 AGREEMENT, RELEASE & WAIVER THIS AGREEMENT, RELEASE & WAIVER (the "Agreement") is made on this 5th day of August 2004, by and between Military Resale Group, Inc., a New York corporation (hereinafter "the Company") and Ed Whelan...Agreement • August 23rd, 2004 • Military Resale Group Inc • Wholesale-groceries, general line • Colorado
Exhibit 10.14 DEMAND NOTEMilitary Resale Group Inc • May 13th, 2004 • Wholesale-groceries, general line
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., the undersigned maker (the "Borrower"), hereby unconditionally promises to pay to the order of Edward T. Whelan ("Lender"), at such place as Lender may specify from time to time, upon the earlier of ON DEMAND or June 30, 2003, in lawful money of the United States of America and in immediately available funds, the principal sum of Ten Thousand Dollars ($10,000.00) together with interest thereon at the rate of EIGHT PERCENT (8%) per annum.
Exhibit 10.2 AGREEMENT, RELEASE & WAIVER THIS AGREEMENT, RELEASE & WAIVER (the "Agreement") is made on this 7th day of August 2004, by and between Military Resale Group, Inc., a New York corporation (hereinafter "the Company") and Richard H. Tanenbaum...Agreement • August 23rd, 2004 • Military Resale Group Inc • Wholesale-groceries, general line • Colorado
