Kettle River Group Inc Sample Contracts

Trimax Corp – THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF CYBERSONICS BROADCAST SERVICES INC. ASSET PURCHA (August 14th, 2007)

THIS AGREEMENT is made and entered into this 8th. day of August, 2007, by and between TRIMAX CORPORATION, a Nevada corporation (hereinafter “TRIMAX”), and CYBERSONICS BROADCAST SERVICES INC. an Ontario Corporation (hereinafter “CYBERSONICS B”).

Trimax Corp – TRIMAX CORPORATION 2007 STOCK OPTION PLAN STOCK OPTION AGREEMENT (Incentive Stock Option) (May 9th, 2007)

THIS OPTION AGREEMENT (the “Agreement”) is entered into effective as of the _______ day of __________, 2007 by and between Trimax Corporation, a Nevada corporation (the “Company”), and the individual designated above (the “Optionee”).

Trimax Corp – TRIMAX CORPORATION 2007 PERFORMANCE STOCK PLAN (May 9th, 2007)
Trimax Corp – TRIMAX CORPORATION 2007 STOCK OPTION PLAN (May 9th, 2007)
Trimax Corp – TRIMAX CORPORATION 2007 PERFORMANCE STOCK PLAN PERFORMANCE STOCK AWARD AGREEMENT (May 9th, 2007)

THIS AWARD AGREEMENT (the “Agreement”) is entered into effective as of the _______ day of __________, 200_ by and between Trimax Corporation, a Nevada corporation (the “Company”), and the individual designated above (the "Participant").

Trimax Corp – TRIMAX CORPORATION 2007 STOCK OPTION PLAN STOCK OPTION AGREEMENT (Nonqualified Stock Option) (May 9th, 2007)

THIS OPTION AGREEMENT (the “Agreement”) is entered into effective as of the _______ day of __________, 2007 by and between Trimax Corporation, a Nevada corporation (the “Company”), and the individual designated above (the “Optionee”).

Trimax Corp – Advertising Services Agreement (January 22nd, 2007)
Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between Dunamis Pro_Vision Inc a corporation incorporated under the laws of the province of Ontario (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between Michael Cervini, an individual resident and Sole Proprietor in the City of Toronto, Ontario] (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between Kevin Allan, an individual resident in the City of Toronto, Ontario (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between Top Consultants Inc, a corporation incorporated under the laws of the province of Ontario (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of October, 2006 between David Ellis, an individual resident in the City of Mississauga, Ontario (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between 852907 Ontario Limited, a corporation incorporated under the laws of the province of Ontario (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – CONSULTING AGREEMENT September 14, 2006 (January 22nd, 2007)

THIS AGREEMENT with effect the 1st day of September, 2006 between Jason Dykstra, an individual resident in the City of Toronto, Ontario [JBD Consulting - sole proprietor ] (the “Consultant”) and Trimax Corporation, a corporation incorporated under the laws of the State of Nevada, United States of America (“Trimax”).

Trimax Corp – REORGANIZATION AGREEMENT by and between TRIMAX CORPORATION - and - THE INDIVIDUALS SET FORTH IN EXHIBIT A (hereinafter referred to as the "‘SUBSCRIBERS") dated June 1, 2006 (June 8th, 2006)

This Reorganization Agreement (the "Agreement") is made and entered into by and between Trimax Corporation, a Nevada corporation (the "Corporation") and the Individuals set forth in Exhibit A (hereinafter collectively referred to as the "Subscribers"), (the Corporation and the Subscribers being collectively referred to as the "Parties").

Trimax Corp – December 13, 2005 Securities and Exchange Commission Mail Stop 11-3 100 F Street NE Washington, DC 20549 Dear Sirs/Madams: We have read Item 4 of Trimax Corporation’s Form 8-K/A dated December 13, 2005 and have the following comments: (December 20th, 2005)
Trimax Corp – REORGANIZATION AGREEMENT BY AND BETWEEN TRIMAX CORPORATION AND INDIVIDUALS SET FORTH IN EXHIBIT A (HEREINAFTER REFERRED TO AS THE ‘SUBSCRIBERS’) DATED AUGUST 17, 2005 AMENDED OCTOBER 26, 2005 (November 2nd, 2005)

THIS REORGANIZATION AGREEMENT (the “Agreement”) is made and entered into by and between TRIMAX CORPORATION, a Nevada corporation (the “Corporation”) and the individuals set forth in Exhibit A (hereinafter referred to as the “Subscribers”) (the Corporation and the Subscribers being collectively referred to as the “Parties”).

Trimax Corp – REORGANIZATION AGREEMENT BY AND BETWEEN TRIMAX CORPORATION AND INDIVIDUALS SET FORTH IN EXHIBIT A (HEREINAFTER REFERRED TO AS THE ‘SUBSCRIBERS’) DATED AUGUST 17, 2005 (August 23rd, 2005)

THIS REORGANIZATION AGREEMENT (the “Agreement”) is made and entered into by and between TRIMAX CORPORATION, a Nevada corporation (the “Corporation”) and the individuals set forth in Exhibit A (hereinafter referred to as the “Subscribers”) (the Corporation and the Subscribers being collectively referred to as the “Parties”).

Koala International Wireless Inc – INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT (March 4th, 2004)

[EXHIBIT 10.2] FORM OF INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT THIS AGREEMENT is made and entered into as of the ____ day of February, 2004 by and between KIWI Network Solutions, Inc., hereinafter referred to as "Client", with its principal place of business at 2929 East Commercial Boulevard, Suite 610, Fort Lauderdale, Florida 33308 and hereinafter referred to as "Consultant", with its principal place of Business. RECITALS A. WHEREAS, Client is a developed stage company; and B. WHEREAS, the Consultant is generally knowledgeable in the areas of identifying acquisition targets consistent with the business operations of the Company and possesses experience in merger structure, corporate image advertising, business development and business strategy; and C. WHEREAS, the Company wishes to engage the Consultant on a nonexclusive basis as an independent contractor to utilize Consultant's general acquisition experience

Koala International Wireless Inc – 2004(A) CONSULTANT STOCK COMPENSATION PLAN (March 4th, 2004)

[EXHIBIT 10.1] 2004(A) CONSULTANT STOCK COMPENSATION PLAN This 2004(A) Consultant Stock Compensation Plan (the "Plan") is made as of the 11TH day of October 2000, by KIWI Network Solutions, Inc., a Nevada corporation (the "Company"), for the Consultants listed below (the "Consultants"), R E C I T A L S: The Company wishes to grant, and the Consultants wish to receive, as compensation for services provided to the Company, shares of the common stock of the Company (the "Common Stock"), pursuant to the provisions set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions herein, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 1. Grant of Shares. The Company hereby grants to the ----------------- Consultants the

Koala International Wireless Inc – CONSULTING AGREEMENT (November 5th, 2003)

EXHIBIT 10.2 CONSULTING AGREEMENT -------------------- THIS AGREEMENT is made and entered into as of the 4th day of November, 2003 by and between Koala International Wireless, Inc. hereinafter referred to as "Client", with its principal place of business at 34 Couples Gallery, Ballantrae, ON, L4A 1M6 and Jim Rice hereinafter referred to as "Consultant", with its principal place of Business at 6722 Jog Palm Drive, Boynton Beach , Florida 33437. RECITALS A. WHEREAS, Client is a developed stage company; and B. WHEREAS, the Consultant is generally knowledgeable in the areas of identifying acquisition targets consistent with the business operations of the Company and possesses experience in merger structure, corporate image advertising, business development and business strate

Koala International Wireless Inc – CONSULTING AGREEMENT (November 5th, 2003)

EXHIBIT 10.1 CONSULTING AGREEMENT -------------------- This Consulting Agreement (herein the "Agreement") is entered into as of the 4th day of November, 2003 by and between KOALA INTERNATIONAL WIRELESS, INC. (herein "the Company") with its principal place of business at 34 Couples Gallery, Ballantrae, ON, L4A 1M6 and PATRICIA COOKE, with her offices located at 1543 Bayview Avenue, Suite 409, Toronto ON M4G 3B5 (herein "the Consultant"). RECITALS The Consultant, through the expenditure of considerable money, time and effort, has created and developed, a system for providing consulting services (the "Services") to private and public companies. The Company desires to obtain the assistance of the Consultant and on the basis of previous telephone conversations and meetings between the Company and the Consultant as well as other discussions, prelimi

Koala International Wireless Inc – SHARE EXCHANGE AGREEMENT (December 13th, 2002)

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated this 27th day of September, 2002, is made BETWEEN: RITA BENSON, an individual resident in the Province of Ontario ("Benson"); BROOKELYNN HOLDINGS INC., a corporation incorporated pursuant to the laws of the Province of Ontario ("Brookelynn"); J.R.B. & D. HOLDINGS LTD., a corporation incorporated pursuant to the laws of the Province of Ontario ("JRB"); WHITEHOUSE FAMILY HOLDINGS LIMITED, a corporation incorporated pursuant to the laws of the Province of Ontario ("WFHL"); STARR RAMBUSCH, an individual resident in the United States of America ("Rambusch"); W.H. CRAWFORD, an individual resident in the Province of Ontario ("Crawford"); SUSAN WHITE, an individual resident in the Province of Ontario ("White"); PAUL PRENDERGAST, an individual resident in the United States of America ("Prendergast"); 788696 ONTARIO INC., a corporation in

Koala International Wireless Inc – KOALA ANNOUNCES CLOSING OF AGREEMENT TO ACQUIRE NOWIRE TELECOM, INC. (December 5th, 2002)

EXHIBIT 99 KOALA ANNOUNCES CLOSING OF AGREEMENT TO ACQUIRE NOWIRE TELECOM, INC. NOVEMBER 21, 2002. VANCOUVER, BRITISH COLUMBIA. Koala International Wireless Inc. ("Koala," OTCBB: KIWI) announced today the closing of the agreement to acquire 100% of NoWire Telecom ("NoWire"), an Egyptian partnership company, in a voluntary share exchange for 6,000,000 shares of Koala's common stock. Miguel Caron, President and CEO of NoWire, will assume the role of President of Koala and will be responsible for global market development and sales generation. Mr. Caron will also join Koala's Board of Directors. NoWire is developing an international mobile virtual SMS network operation ("IMVNO"), which allows for the seamless switching of data and messages between existing international cellular and data networks. The Company provides network infrastructure and middleware needed to activate Short Messaging ("S

Koala International Wireless Inc – SHARE EXCHANGE AGREEMENT (December 5th, 2002)

EXHIBIT 2 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated this 20th day of November, 2002, is made AMONG: TAREK MOHAMED AHMED ISMAIL, an individual resident in Egypt ("Tarek"); MIGUEL CARON, an individual resident in the Province of Qu bec ("Caron"); (the foregoing two parties being hereinafter referred to collectively as the "Partners") -and- KOALA INTERNATIONAL WIRELESS INC., a corporation incorporated under the laws of the State of Nevada (the "Purchaser") -and- NOWIRE TELECOM, a partnership formed under the laws of Egypt (the "Acquired Partnership") WHEREAS the Partners are the sole partners of the Acquired Partnership (the "Acquired Partnership Interests"); AND WHEREAS the Purchaser desires to purchase all of the Acquired Partnership Interests from the Partners and the Partners desire to sell th

Koala International Wireless Inc – KOALA ANNOUNCES DEFINITIVE LETTER OF AGREEMENT TO ACQUIRE ROUTE1 CORPORATION (October 15th, 2002)

KOALA ANNOUNCES DEFINITIVE LETTER OF AGREEMENT TO ACQUIRE ROUTE1 CORPORATION SEPTEMBER 3, 2002. VANCOUVER, BRITISH COLUMBIA. Koala International Wireless, Inc. (OTCBB: KIWI) announced today that it has entered into a definitive agreement to acquire 100% of Route1 Corporation, based in Toronto, Canada, in exchange for 6,000,000 shares of common stock. The acquisition is subject to final approval of Route1's shareholders. Upon closing, K. Andrew White, currently CEO of Route1, will assume the role of CEO of Koala. Mr. White will also join Koala's Board of Directors. Route1 Corporation is a leader in the billing, tracking, settlement and data management for Mobile Virtual Network Operators (MVNO's). An MVNO is a wireless communications provider that does not maintain its own network infrastructure; rather, it contracts with traditional mobile operators to provide minutes to its subscribers, eliminating the costs of obtaining licenses

Koala International Wireless Inc – SHARE EXCHANGE AGREEMENT (October 15th, 2002)

30 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated this 27th day of September, 2002, is made BETWEEN: RITA BENSON, an individual resident in the Province of Ontario ("Benson"); BROOKELYNN HOLDINGS INC., a corporation incorporated pursuant to the laws of the Province of Ontario ("Brookelynn"); J.R.B. & D. HOLDINGS LTD., a corporation incorporated pursuant to the laws of the Province of Ontario ("JRB"); WHITEHOUSE FAMILY HOLDINGS LIMITED, a corporation incorporated pursuant to the laws of the Province of Ontario ("WFHL"); STARR RAMBUSCH, an individual resident in the United States of America ("Rambusch"); W.H. CRAWFORD, an individual resident in the Province of Ontario ("Crawford"); SUSAN WHITE, an individual resident in the Province of Ontario ("White"); PAUL PRENDERGAST, an individual resident in the United States of America ("Prendergast"); 788696 ONTARIO INC., a corporation

Koala International Wireless Inc – 2001 STOCK OPTION PLAN (December 31st, 2001)

EXHIBIT 10.2 KOALA INTERNATIONAL WIRELESS INC. 2001 STOCK OPTION PLAN 1. PURPOSE. The purpose of this Plan is to provide additional ------- incentives to key employees, officers, directors and consultants of Koala International Wireless Inc. (formerly Kettle River Group Inc.), and any of its Subsidiaries, there-by helping to attract and retain the best available personnel for positions of responsibility with those corporations and otherwise promoting the success of the business activities of such corporations. It is intended that Options issued under this Plan constitute nonqualified stock options, unless otherwise specified. 2. DEFINITIONS. As used herein, the following definitions apply: ----------- (a) "1934 Act" means the Securities Exchange Act of 1934, as amended. (b)

Kettle River Group Inc – LICENSE AGREEMENT (March 23rd, 2001)

EXHIBIT 10.1 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE AS OF FEBRUARY 14, 2000 BY AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"), AND KETTLE RIVER GROUP INC., A NEVADA CORPORATION ("LICENSEE"), WITH REFERENCE TO THE FOLLOWING FACTS: 1. Grantor owns and operates an Internet marketing system for vitamins, minerals, nutritional supplements, and other health and fitness products (the "Products") in which Grantor offers Products for sale from various suppliers on Grantor's Web Site. 2. Licensee desires to market the Products to medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness practitioners, school and other fund raising programs and other similar types of customers ("Customer(s)")

Kettle River Group Inc – LICENSE AGREEMENT (March 22nd, 2001)

EXHIBIT 10.1 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE AS OF FEBRUARY 14, 2000 BY AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"), AND KETTLE RIVER GROUP INC., A NEVADA CORPORATION ("LICENSEE"), WITH REFERENCE TO THE FOLLOWING FACTS: 1. Grantor owns and operates an Internet marketing system for vitamins, minerals, nutritional supplements, and other health and fitness products (the "Products") in which Grantor offers Products for sale from various suppliers on Grantor's Web Site. 2. Licensee desires to market the Products to medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness practitioners, school and other fund raising programs and other similar types of customers ("Customer(s)")