Politics Com Inc Sample Contracts

English Language Learning & Instruction System Inc – CONSULTING AGREEMENT (March 23rd, 2005)

CONSULTING AGREEMENT This Consulting Agreement ("Agreement") by and between English Language Learning and Instruction System, Inc., a Delaware corporation (the "Company"), and Dr. Frank Otto (the "Consultant") is made and entered into as of March 18, 2005. RECITAL WHEREAS, the Company desires to engage the services of the Consultant, and the Consultant is willing to render services to the Company, each upon the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Consulting Services. The Company hereby agrees to retain the Consultant as a consultant to the Company, and the Consultant hereby agrees to act as a consultant to the Company, to advise and consult in matters for which his knowledge and experience

English Language Learning & Instruction System Inc – THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (March 23rd, 2005)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE SECURITIES LAWS OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION. PROMISSORY NOTE $158,788.95 March 18, 2005 FOR VALUE RECEIVED, English Language Learning and Instruction System, Inc., a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Dr. Frank Otto, an individual (the "Lender"), the initial principal sum of One Hundred Fifty Eight Thousand Seven Hundred Eighty Eight Dollars and 95/100 ($158,788.95) in lawful money of the United States of America, together with accrued and unpaid interest thereon as set forth in Section 2 below. 1. Interest Rate. The outstanding principal amount of this Note, together with all

English Language Learning & Instruction System Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (August 27th, 2004)

AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made this 6th day of February, 2004, between English Language Learning and Instruction System, Inc ("the Company") and Mark Emerson ("Employee"). This Amendment identifies and amends certain Sections of the August 29, 2003 Employment Agreement between the Company and Employee. Any sections from the August 29, 2003 Employment Agreement that are not specifically identified and amended herein remain in full force and effect. 2. Employee's Duties. Employee is engaged to work full-time as the Company's President and Chief Operations Officer. Employee will generally implement strategies and discharge tasks that the Company's CEO and Board of Directors assign him. Employee will act as the Company's COO and second senior officer and generally monitor the Company's daily operations. Employee will appear at industry trade shows and otherwise represent the Company at public events a

English Language Learning & Instruction System Inc – EMPLOYMENT AGREEMENT (August 27th, 2004)

EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 29th day of August 2003, between Mark Emerson (hereafter "Employee") and English Language Learning and Instruction System, Inc. (hereafter "the Company"), to memorialize the terms and conditions under which the Company shall hire Employee to perform the tasks described in this Agreement. RECITALS WHEREAS, the Company's Board of Directors desire to hire Employee to perform the tasks described in this Agreement, and Employee desires to perform those tasks in return for the consideration described in this Agreement; and WHEREAS, the parties desire to establish and define each other's mutual covenants, rights and responsibilities; NOW, THEREFORE, in consideration of the parties' mutual covenants set forth herein, the parties agree as follows: 1. Employment. The Company hereby employs Employee, and Employee hereby accepts such employment, under

English Language Learning & Instruction System Inc – EMPLOYMENT AGREEMENT (August 27th, 2004)

ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. EMPLOYMENT AGREEMENT To Rohit Patel: This Agreement establishes and memorializes the terms of your employment with English Language Learning & Instruction System, Inc., a Delaware corporation (the "Company"). Employment and Duties. Effective May 1, 2004the Company is retaining you, and you agree to be, its Chief Executive Officer on the terms contained in this Agreement. In such position, you will report directly to the Company's Board of Directors, and you agree to perform duties the Board may assign you from time to time. Beyond reporting to and being tasked by the Board, your duties shall include, and the Company hereby authorizes you to: i) generally manage the Company's affairs, including hiring, firing, capital commitments, budgeting, leases, major contracts, financings, borrowings and determinations of salaries and bonuses of employees and officers, subject to approval

English Language Learning & Instruction System Inc – STOCKHOLDERS AGREEMENT (January 15th, 2002)

ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. STOCKHOLDERS AGREEMENT Dated as of September 20, 2001 TABLE OF CONTENTS Page Article I. Definitions; Rules of Construction...............................1 1.1 Definitions..................................................... 1 1.2 Rules of Construction........................................... 2 Article II. Board of Directors............................................. 3 2.1 Election of Directors Generally................................. 3 2.2 Vacancies....................................................... 3 2.3 Removal and Substitution of Directors........................... 3 2.4 Expenses........................................................ 3 Article III. Rights and Information........................................ 3 3.

English Language Learning & Instruction System Inc – EMPLOYMENT AGREEMENT (January 15th, 2002)

September 19, 2001 [ ] Employee's Copy [X] Company's Copy ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. EMPLOYMENT AGREEMENT To Kimber Jensen: This Agreement establishes the terms of your continued employment with English Language Learning & Instruction System, Inc., a Delaware corporation (the "Company"). Employment and Duties You and the Company agree to your continuing employment as Chief Operating Officer on the terms contained below. In such position, you will report directly to the Company's Chief Executive Officer and the Board of Directors (the "Board"). You agree to perform whatever duties the Board or the person the Board or the Company's Chief Executive Officer specifies as your direct report (the "Direct Report") may assign you from time to time. Du

English Language Learning & Instruction System Inc – NON-DISCLOSURE, INTELLECTUAL PROPERTY AND NONCOMPETITION AGREEMENT (January 15th, 2002)

Privileged and Confidential September 18, 2001 [ ] Consultant's Copy [X] Company's Copy ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. NON-DISCLOSURE, INTELLECTUAL PROPERTY AND NONCOMPETITION AGREEMENT To Dr. Frank Otto: By accepting and continuing your role as a consultant with English Language Learning & Instruction System, Inc., a Delaware corporation (the "Company"), you acknowledge that you perform services for the Company in a position that allows you access to various trade secrets and confidential information belonging to the Company and its affiliates. You agree that the Company has a legitimate business Interest in preserving its confidential information and business secrets from unauthorized disclosure, in protecting its goodwill, and in p

English Language Learning & Instruction System Inc – EMPLOYMENT AGREEMENT (January 15th, 2002)

September 19, 2001 [ ] Employee's Copy [X] Company's Copy ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. EMPLOYMENT AGREEMENT To John Bodine: This Agreement establishes the terms of your continued employment with English Language Learning & Instruction System, Inc., a Delaware corporation (the "Company"). Employment and Duties You and the Company agree to your continuing employment as VP Global Sale and Marketing on the terms contained below. In such position, you will report directly to the Company's Chief Executive Officer and the Board of Directors (the "Board"). You agree to perform whatever duties the Board or the person the Board or the Company's Chief Executive Officer specifies as your direct report (the "Direct Report") may assign you from time to time. D

English Language Learning & Instruction System Inc – REGISTRATION RIGHTS AGREEMENT (January 15th, 2002)

ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. REGISTRATION RIGHTS AGREEMENT Dated as of September 20, 2001 TABLE OF CONTENTS Page 1. Definitions............................................................1 2. Required Registration..................................................2 3. Demand Registration....................................................3 4. Company Registration...................................................4 5. Registration on Form S-2 or S-3........................................4 6. Registration Procedures................................................4 7. Registration Expenses..................................................5 8. Indemnification........................................................6 9. Rule 144 Reporting......................................

English Language Learning & Instruction System Inc – EMPLOYMENT AGREEMENT (January 15th, 2002)

September 19, 2001 [ ] Employee's Copy [X] Company's Copy ENGLISH LANGUAGE LEARNING & INSTRUCTION SYSTEM, INC. EMPLOYMENT AGREEMENT To Timothy Otto: This Agreement establishes the terms of your continued employment with English Language Learning & Instruction System, Inc., a Delaware corporation (the "Company"). Employment and Duties You and the Company agree to your continuing employment as President and Chief Executive Officer on the terms contained below. In such position, you will report directly to the Company's Board of Directors (the "Board"). You agree to perform whatever duties the Board (the "Direct Report") may assign you from time to time. During your employment, you agree to devote your full business time, attention, and energies to performing those duties. Y

English Language Learning & Instruction System Inc – OFFICE LEASE (May 11th, 2001)

OFFICE LEASE BASIC LEASE INFORMATION January 31 Lease Date: ____________________________, 2001 Landlord: Courtyard Office Group, L.C., A Utah Limited Liability Company Address of Landlord: 3585 North University Avenue Suite 100 Provo, Utah 84604 Tenant: CALI, Inc., A Utah Corporation Address of Tenant: 3520 North University Avenue, Suite 275 Provo, UT 84604 Section 1.1 Building: Building 5 Floor: Garden Level, Units A and B (Suites 100 and 125) Rentable Area of Premises: 3951 Square Feet Section 2.1 Commencement Date: April 1, 2001 Expiration Date: January 31, 2003 Section 3.1 Annual Base Rental: April 1, 2001 - January 31, 2002 $45,781.82 February 1, 2002-January 31,

English Language Learning & Instruction System Inc – OFFICE LEASE (April 16th, 2001)

OFFICE LEASE BASIC LEASE INFORMATION January 31 Lease Date: ____________________________, 2001 Landlord: Courtyard Office Group, L.C., A Utah Limited Liability Company Address of Landlord: 3585 North University Avenue Suite 100 Provo, Utah 84604 Tenant: CALI, Inc., A Utah Corporation Address of Tenant: 3520 North University Avenue, Suite 275 Provo, UT 84604 Section 1.1 Building: Building 5 Floor: Garden Level, Units A and B (Suites 100 and 125) Rentable Area of Premises: 3951 Square Feet Section 2.1 Commencement Date: April 1, 2001 Expiration Date: January 31, 2003 Section 3.1 Annual Base Rental: April 1, 2001 - January 31, 2002 $45,781.82 February 1, 2002-January 31,

Politics Com Inc – CERTIFICATE OF INCORPORATION (February 14th, 2001)

Exhibit 3.1 RECEIVED SECRETARY OF STATE OF DELAWARE JAN 25 2001 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF POLITICS.COM, INC POLITICS.COM, INC., a corporation organized and existing under the laws of the State of Delaware ("the Corporation"), pursuant to Section 242 of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The Corporation's Certificate of Incorporation is hereby amended by deleting ARTICLE FIRST of the Certificate of Incorporation in its entirety and substituting therefore a new ARTICLE FIRST to read as follows: FIRST: Effective January 31, 2001, the name of the Corporation is "English Language Learning and Instruction System, Inc." SECOND: The Corporation's Certi

Politics Com Inc – AGREEMENT AND PLAN OF REORGANIZATION (February 14th, 2001)

Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 15th day of December 2000, between Politics.com, Inc., a Delaware corporation (hereafter "POCO"); Computer Assisted Learning and Instruction, Inc., a Utah corporation (hereafter "CALI"); and the Shareholders of Computer Assisted Learning and Instruction (hereafter "Shareholders"). POCO wishes to acquire one hundred percent (100%) of CALI's issued and outstanding stock for and in exchange for POCO stock, in a stock for stock transaction intending to qualify as a tax- free exchange pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The parties intend for this Plan to represent the terms and conditions of such tax-free reorganization, which Plan the parties hereby adopt. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, IT IS AGR

Politics Com Inc – AGREEMENT (October 10th, 2000)

1 Exhibit 2.1 AGREEMENT Agreement dated effective as of July 26, 2000 by and between Politics.com, Inc., a Delaware corporation (the "Company"), Medinex Systems, Inc., a Delaware corporation (f/k/a Netivation.com, Inc.) ("Medinex"), and, with respect to Section 1.7 of the Agreement, Howard R. Baer and Kevin C. Baer (collectively hereinafter referred to as "Baer"). RECITALS 1. In order to acquire from Medinex certain assets related to its internet public policy and its political business ("Assets"), the Company entered into that certain Asset Purchase Agreement dated July 14, 2000 ("Purchase Agreement"), in connection with which, the Company agreed to issue to Medinex 40,100,000 shares of the Company's Common Stock. The transaction contemplated by the Purchase Agreement is hereinafter sometimes referred to as the "T

Politics Com Inc – 2000 NON-QUALIFIED STOCK OPTION PLAN (August 14th, 2000)

EXHIBIT 10.14 - 2000 NON-QUALIFIED STOCK OPTION PLAN OF THE COMPANY POLITICS.COM, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN ------------------------------------ SECTION I. PURPOSE OF THE PLAN. The purpose of this Politics.com, Inc. 2000 Non-Qualified Stock Option Plan (the "2000 Plan") is (i) to provide long-term incentives and rewards to those key employees (the "Employee Participants") of Politics.com, Inc., a Delaware corporation (the "Corporation") and its subsidiaries (if any), and any other persons (the "Non-employee Participants") who are in a position to contribute to the long-term success and growth of the Corporation and its subsidiaries, (ii) to assist the Corporation in retaining and attracting executives, key employees and consultants with requisite experience and ability, and (iii) to associate more closely the interests of such executives, key employees and consultants

Politics Com Inc – CERTAIN LETTER AGREEMENT DATED JULY 17, 2000. (August 14th, 2000)

EXHIBIT 10.15 - SUBSCRIPTION AGREEMENT AND WARRANT BETWEEN SCHOEMANN VENTURE CAPITAL, LLC AND POLITICS.COM, INC. DATED MARCH 22, 2000, AS AMENDED BY THAT CERTAIN LETTER AGREEMENT DATED JULY 17, 2000. July 17, 2000 Schoemann Venture Capital, LLC 1209 Orange Street Wilmington, DE 19801 Attn: Rodney Schoemann, Sr., Managing Member Dear Rodney: Reference is made to that certain Subscription Agreement between Schoemann Venture Capital, LLC ("SVC") and Politics.com, Inc., a Delaware corporation (the "Company") dated March 22, 2000 ("Agreement") and that certain Stock Purchase Warrant issued to SVC by the Company and evidencing the right to purchase 700,000 shares of common stock of the Company ("Warrant"). Pursuant to the Agreement SVC is entitled to 500,000 shares of the Company's common stock which are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended ("Act"). A stockhol

Politics Com Inc – ASSET PURCHASE AGREEMENT (August 10th, 2000)

Exhibit 2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into this 14th day of July, 2000, by and between POLITICS.COM, INC., a Delaware corporation ("Purchaser") and NETIVATION.COM, INC., a Delaware corporation ("Seller"). R E C I T A L S : A. Seller develops and operates an Internet public policy and political community site that provides content, products and services for candidates for political office, voters, political organizations, political action committees and lobbyists (the "Business"). B. Purchaser desires to acquire specific assets of the Seller, as hereinafter identified, and Seller desires to sell such assets to Purchaser. NOW THEREFORE, IT IS AGREED AS FOLLOWS: A G R E E M E N T : SECTION 1 - DESCRIPT

Politics Com Inc – SUBSCRIPTION AGREEMENT (May 15th, 2000)

EX-10.14 EXHIBIT 10.14 NAME: SCHOEMANN VENTURE CAPITAL, L.L.C SUBSCRIPTION AGREEMENT Politics.com, Inc. 632 Broadway Suite 301 New York, NY 10012 Gentlemen: The undersigned understands that Politics.Com, Inc., a Delaware corporation (the "Company"), is offering for sale up to 500,000 shares of its common stock, $0.00001 par value per share (the "Common Stock"), and a warrant to purchase up to 700,000 shares of common stock of the Company (the "Warrant"), for the Purchase Price set forth in Section 4 hereof. The undersigned further understands that the offering is being made without registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption for transactions by an issuer not involving a public offering and further understands that the undersigned is purchasing the Comm