Centrack International Inc Sample Contracts

Centrack International Inc – Our agreement is to the following items. (August 1st, 2001)

Ex 16.1 July 31, 2001 Centrack International, Inc. Attn: Audit Committee Dear Sirs: Pursuant to Section 304(a) and in response to your request, we certify that, as the former accountants for Centrack International, Inc., we agree with the statements made in your disclosures submitted to the Securities and Exchange Commission regarding the change in accountants. Our agreement is to the following items. 1. We were dismissed by the Board of directors of Centrack International, Inc. (the Company) on July 10, 2001. 2. We issued an audit report for the year ended May 31, 2000 and such report was included in the Company's Form 10K. 3. We issued a review report for the quarter ended February 28, 2001 and such report was included in the Company's Form 10Q. 4. We have performed no audit procedures subsequent to the issuance of the May 31, 2000 audit report. 5. We have performed no review procedures subsequent to the issuance of the February 28, 20

Centrack International Inc – POWER OF ATTORNEY (February 2nd, 2001)

Exhibit 24. [SEAL] POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT "GOLDEN STONE GROUP LIMITED" a corporation organised and operating under the laws of British Virgin Islands and whose registered office is situated at P.O. Box 3321, Road Town, Tortola, British Virgin Islands (the "Company") hereby appoints, constitutes and empowers Mr. George NATHANAIL, resident of No. 5 Asklipiou Street, Athens, Greece, with I.D. No. L 358675 as its true and lawful attorney-in-fact (the "Attorney") for it and in its name, place and stead to do all and any of the following acts and deeds: (a) to represent the company and purchase on behalf and in the name of the Company Fifty One Million Seven Hundred Eighty Thousand and One Hundred and Seventy Eight shares (51,780,178) Shares from the capital stock of the company under the name

Centrack International Inc – NOTE AND STOCK ESCROW AGREEMENT (February 2nd, 2001)

Exhibit 10.4 NOTE AND STOCK ESCROW AGREEMENT ------------------------------- This Note and Stock Escrow Agreement ("Agreement") dated as of January 12, 2001 by and among Centrack International, Inc., a Delaware corporation (the "Corporation"), George Nathanail, in his individual capacity (the "Buyer"), and the Corporation's designated (to be named not later than the date hereof), as Note and Stock Escrow Agent (the "Note and Stock Escrow Agent"). WITNESSETH: ----------- The Buyer and the Corporation have entered into that certain Stock Subscription and Stock Purchase Agreement dated as of January 12, 2001 (the "Stock Subscription and Purchase Agreement"), the terms of which are incorporated herein by reference and made a part hereof, which terms provide, among other things, for the issuance by the Corporation

Centrack International Inc – NON-NEGOTIABLE, NON-RECOURSE PROMISSORY NOTE NO. 2 (February 2nd, 2001)

Exhibit 10.6 NON-NEGOTIABLE, NON-RECOURSE PROMISSORY NOTE NO. 2 -------------------------------------------------- US$50,000.00 January 12, 2001 1. Parties. 1.1 George Nathanail, an Individual (the "Maker"). 1.2 Centrack International, Inc. (the "Payee"). 2. Maker's Promise to Pay. For value received, Maker promises to pay to the order of Payee, its successors or assigns FIFTY THOUSAND UNITED STATES DOLLARS (US$50,000.00) (the "Principal"). 3. Interest. No Interest will be charged under this Note. 4. Payments. 4.2 The Principal hereunder shall be due and payable in full or in such amount(s) as the Cash Escrow Agent (as defined in the Stock Subscription and Purchase Agreement of even date herewith) for the Payee shall be required by the Cash Escrow Agreement to demand in wr

Centrack International Inc – CASH ESCROW AGREEMENT (February 2nd, 2001)

Exhibit 10.3 CASH ESCROW AGREEMENT --------------------- This Cash Escrow Agreement ("Agreement") dated as of the ___ day of January, 2001 by and among Centrack International, Inc., a Delaware corporation (the "Corporation"), George Nathanail, in his individual capacity (the "Buyer"), and Merritt Enterprises, Inc. a Florida corporation, as Cash Escrow Agent (the "Cash Escrow Agent"). WITNESSETH: ----------- The Buyer and the Corporation have entered into that certain Stock Subscription and Purchase Agreement dated of event date herewith, the terms of which are incorporated herein by reference and made a part hereof, which provides that Fifty Thousand Dollars ($50,000.00) will be deposited in escrow upon the execution thereof. In fulfillment of the provisions of the Stock Subscription and Purchase Agreemen

Centrack International Inc – STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (February 2nd, 2001)

Exhibit 10.1. STOCK SUBSCRIPTION AND PURCHASE AGREEMENT ----------------------------------------- This Stock Subscription and Purchase Agreement ("Agreement") is made this 12th day of January, 2001, by and between Centrack International, Inc., a Delaware corporation ("Centrack"), with offices at Merritt Enterprises, Inc., 6299 Pine Drive, Lantana, FL 33462, and George Nathanial, having a residence at 5 Asklipiou Street, Voula 16613, Greece and/or his assigns (as long as they are "accredited investors" as defined in Rule 506 under Regulation D promulgated under the Securities Act of 1933 (the "Act") (Nathanial and/or his assigns being referred to herein as "the Buyer"). Centrack and the Buyer are sometimes hereinafter referred to as the "Parties." WHEREAS, the Buyer wishes to purchase shares of common stock of Centrack (the "Stock Purchase") on the terms and conditions set forth herein;

Centrack International Inc – NON-NEGOTIABLE, NON-RECOURSE PROMISSORY NOTE NO. 1 (February 2nd, 2001)

Exhibit 10.5 NON-NEGOTIABLE, NON-RECOURSE PROMISSORY NOTE NO. 1 -------------------------------------------------- US$50,000.00 January 12, 2001 1. Parties. 1.1 George Nathanail, an Individual (the "Maker"). 1.2 Centrack International, Inc. (the "Payee"). 2. Maker's Promise to Pay. For value received, Maker promises to pay to the order of Payee, its successors or assigns FIFTY THOUSAND UNITED STATES DOLLARS (US$50,000.00) (the "Principal"). 3. Interest. No Interest will be charged hereunder. 4. Payments. 4.1 The Principal hereunder shall be due and payable in full on March 12, 2001. 4.2 All payments hereunder shall be made in lawful money of the United States of America. 4.3 Maker will make all payments to the following address: Ce

Centrack International Inc – STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (February 2nd, 2001)

Exhibit 10.2 AMENDMENT, INSTRUCTION AND ACKNOWLEDGEMENT REGARDING ---------------------------------------------------- STOCK SUBSCRIPTION AND PURCHASE AGREEMENT ----------------------------------------- This Amendment, Instruction and Acknowledgement, dated effective January 17, 2001, regards the Stock Subscription and Purchase Agreement ("Agreement") made January, 17, 2001, by and between Centrack International, Inc., a Delaware corporation ("Centrack"), with offices at Merritt Enterprises, Inc., 6299 Pine Drive, Lantana, FL 33462, and George Nathanail and/or his assigns (provided, however that such assigns are, at all times, "accredited investors," as that term is defined in Rule 506 under Regulation D promulgated under the Securities Act of 1933 (the "Act")). Centrack acknowledges receipt of Mr. Nathanail's instruction that his assign/designee under the Agreement shall be GO

Centrack International Inc – PLEDGE AND ESCROW AGREEMENT (October 29th, 1999)

1 Exhibit 10.7(a) PLEDGE AND ESCROW AGREEMENT THIS AGREEMENT, made and entered into this 17th day of May, 1999, by and between JOHN LOFQUIST ("Pledgor") and NOFAL KAHOOK ("Pledgee"), and BURT E. EISENBERG, P.A. ("Escrow Agent"). W I T N E S S E T H: WHEREAS, Pledgor has borrowed from Pledgee the sum of $50,000.00 and has agreed to pledge One Million (1,000,000) shares of common stock (the "Pledged Shares") of Centrack International, Inc., a Delaware corporation; and WHEREAS, Pledgor has executed a Promissory Note ("Note") in favor of Pledgee, attached hereto as Exhibit "A"; and WHEREAS, to secure the payment of said Promissory Note, Pledgor hereby grants Pledgee a security interest in the Pledged Shares; and WHEREAS, Escrow Agent has agreed to hold the Pledged Shares under the terms and conditions of this Agre

Centrack International Inc – COMMON STOCK PURCHASE WARRANT (October 29th, 1999)

1 Exhibit 10.6(d) THIS WARRANT AND THE SECURITIES PURCHASABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES (REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL), OR AN OPINION OF THE COMPANY'S COUNSEL, STATING THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. CENTRACK INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANT FOR VALUE RECEIVED, KJO Trust, a New York trust or its successors or permitted assigns (the "Holder"), i

Centrack International Inc – PLEDGE AND ESCROW AGREEMENT (October 29th, 1999)

1 Exhibit 10.7(b) PLEDGE AND ESCROW AGREEMENT THIS AGREEMENT, made and entered into this 17th day of September, 1999, by and between JOHN LOFQUIST ("Pledgor") and NOFAL KAHOOK ("Pledgee"), and BURT E. EISENBERG, P.A. ("Escrow Agent"). W I T N E S S E T H: WHEREAS, Pledgor has borrowed from Pledgee the sum of $50,000.00 and has agreed to pledge One Million (1,000,000) shares of common stock (the "Pledged Shares") of Centrack International, Inc., a Delaware corporation; and WHEREAS, Pledgor has executed a Promissory Note ("Note") in the amount of $50,000.00 in favor of Pledgee, attached hereto as Exhibit "A"; and WHEREAS, to secure the payment of said Promissory Note, Pledgor hereby grants Pledgee a security interest in the Pledged Shares; and WHEREAS, Escrow Agent has agreed to hold the Pledged Shares under the

Centrack International Inc – REGISTRATION RIGHTS AGREEMENT (October 29th, 1999)

1 Exhibit 10.6(b) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 29, 1999 (this "Agreement"), is made by and between CENTRACK INTERNATIONAL, INC. a Delaware corporation (the "Company"), and the person named on the signature page hereto (the "Initial Investor"). W I T N E S S E T H: WHEREAS, in connection with the Stock Purchase Agreement, dated as of September 29, 1999, between the Initial Investor and the Company (the "Stock Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Stock Purchase Agreement, to issue and sell to the Initial Investor shares (the "Shares") of Common Stock, $.0001 par value (the "Common Stock"), of the Company, to grant the Initial Investor the option (the "Option") to purchase shares (the "Option Shares") of Co

Centrack International Inc – EMPLOYMENT AGREEMENT (October 29th, 1999)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("this Agreement") is made and effective as of this 1st day of January, 1999, by and between CENTRACK INTERNATIONAL, INC., a Florida corporation (the "Company" or "Employer"), and JOHN J. LOFQUIST (hereinafter "Employee"). WITNESSETH: WHEREAS, Employee is the Company founder and has since inception been a loyal and devoted employee; WHEREAS, Company believes it is in Company's best interest to employ Employee, and Employee desires to be employed by Company; and WHEREAS, Company and Employee desire to set forth the terms and conditions on which Employee shall be employed by and provide his services to Company; NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which is here

Centrack International Inc – COMMON STOCK PURCHASE WARRANT (October 29th, 1999)

1 Exhibit 10.6(c) THIS WARRANT AND THE SECURITIES PURCHASABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES (REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL), OR AN OPINION OF THE COMPANY'S COUNSEL, STATING THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. CENTRACK INTERNATIONAL, INC. COMMON STOCK PURCHASE WARRANT FOR VALUE RECEIVED, Stephen C. Owen, Jr., a resident of the State of New York or his successors or perm

Centrack International Inc – AUCTION HOSTING AND SERVICES AGREEMENT (October 29th, 1999)

1 EXHIBIT 10.4 AUCTION HOSTING AND SERVICES AGREEMENT THIS AUCTION HOSTING AND SERVICES AGREEMENT (the "Agreement"), is made and entered into effective as of May 26, 1999 (the "Effective Date") by and between OPENSITE TECHNOLOGIES, INC., a Delaware corporation ("OpenSite"), and Centrack International, Inc., a Delaware corporation (the "Client"). WHEREAS, OpenSite develops and markets certain computer software products know as OpenSite Auction for creating and operating Internet-based auctions (the "Software") and develops, hosts, and maintains auctions for its clients using the Software; and WHEREAS, the Client desires for OpenSite to develop, host, and maintain a public auction for the Client upon the terms and conditions herein. NOW THEREFORE, in consideration of the mutual agreements and representations and warranties set forth herein, OpenSite and the Client hereby

Centrack International Inc – AGREEMENT (October 29th, 1999)

1 EXHIBIT 10.1 AGREEMENT THIS AGREEMENT ("Agreement") by and between CENTRACK INTERNATIONAL, INC., a Delaware Corporation ("Centrack") and HEARTLAND COMMUNICATIONS GROUP, INC., an Iowa Corporation ("Heartland") is entered into as of this 4th day of June, 1999. WHEREAS, Centrack, maintains a Web Site on the Internet devoted to the construction industry, including thereon classified and other advertising of used construction equipment for sale; and WHEREAS, based upon the operation of the foregoing Web Site, Centrack has developed and maintains a database of used construction equipment and purchasers and sellers of such equipment, to offer used construction equipment for sale via the Internet; and WHEREAS, Centrack anticipates launching an auction site for used construction equipment during 1999 as part of the Web Site operated by Centrack a

Centrack International Inc – MEMORANDUM OF UNDERSTANDING (October 29th, 1999)

1 EXHIBIT 10.2 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MOU"), Date is made by and between Amigas Venture Group, Inc., a Florida corporation ("AMIGAS") with a place of business at 5600 N.W. 36 Street, Miami, Florida 33122 and Centrack International, Inc., a Delaware corporation ("CII") with a place of business at 21045 Commercial Trail Boca Raton, FL 33486. BACKGROUND 1. The International Trade Data Resource and Research Center, Inc. a Florida not-for-profit corporation, doing business as the Florida Trade Data Center ("FTDC"), has designed, developed and implemented the first production version of the "Americas Information Gateway System (AMIGAS)" (the "System"), an Internet based trade promotion and electronic commerce portal. 2. FTDC created AMIGAS to serve as

Centrack International Inc – PLEDGE AND ESCROW AGREEMENT (October 29th, 1999)

1 Exhibit 10.7(c) PLEDGE AND ESCROW AGREEMENT THIS AGREEMENT, made and entered into this 17th day of September, 1999, by and between JOHN LOFQUIST ("Pledgor") and NOFAL KAHOOK ("Pledgee"), and BURT E. EISENBERG, P.A. ("Escrow Agent"). W I T N E S S E T H: WHEREAS, Pledgor had previously borrowed from Pledgee the sum of $50,000.00 and agreed to pledge One Million (1,000,000) shares of common stock (the "Pledged Shares") of Centrack International, Inc., a Delaware corporation, as memorialized by a Promissory Note dated May 17, 1999 and Pledge and Escrow Agreement concurrently dated; and WHEREAS, Pledgor has borrowed from Pledgee the additional sum of $60,000.00 and has agreed to pledge an additional Two Hundred Fifty Thousand (250,000) shares of common stock (the "Pledged Shares") of Centrack International, Inc., a Delaware corpor

Centrack International Inc – REGISTRATION RIGHTS AGREEMENT (October 29th, 1999)

1 Exhibit 10.6(a) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 29, 1999 (this "Agreement"), is made by and between CENTRACK INTERNATIONAL, INC. a Delaware corporation (the "Company"), and the person named on the signature page hereto (the "Initial Investor"). W I T N E S S E T H: WHEREAS, in connection with the Stock Purchase Agreement, dated as of September 29, 1999, between the Initial Investor and the Company (the "Stock Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Stock Purchase Agreement, to issue and sell to the Initial Investor shares (the "Shares") of Common Stock, $.0001 par value (the "Common Stock"), of the Company, to grant the Initial Investor the option (the "Option") to purchase shares (the "Option Shares") of Co

Centrack International Inc – WEB SITE HOSTING AGREEMENT (October 29th, 1999)

1 Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This WEB SITE HOSTING AGREEMENT ("this Agreement") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation ("the Customer"), and i-on interactive, a Florida corporation ("i-on"). DEFINITIONS As used in this Agreement, the term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites. The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement. The term "Hosting Computer" shall mean