Megapro Tools Inc Sample Contracts

Spear & Jackson Inc – ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) Page 1 USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY (October 18th, 2007)

The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

Spear & Jackson Inc – AGREEMENT AND PLAN OF MERGER among: UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation; PANTENE GLOBAL HOLDINGS LIMITED, a Hong Kong corporation; PANTENE GLOBAL ACQUISITION CORP., a Nevada corporation; and SPEAR & JACKSON, INC., a Nevada corporation Dated as of June 22, 2007 (June 25th, 2007)

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2007, by and among: UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation (“UPI”); PANTENE GLOBAL HOLDINGS LIMITED, a Hong Kong corporation and wholly-owned subsidiary of UPI (“Pantene” and collectively with UPI, the “Parent”), PANTENE GLOBAL ACQUISITION CORP., a Nevada corporation and a wholly-owned subsidiary of Pantene (“Merger Sub”); and SPEAR & JACKSON, INC., a Nevada corporation and a 61.78% owned subsidiary of Pantene (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Spear & Jackson Inc – DATED July 27, 2006 (August 2nd, 2006)
Spear & Jackson Inc – STOCK PURCHASE AGREEMENT (May 15th, 2006)

Exhibit 10.4 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT ("Agreement") made as of November 9, 2004 between Dennis Crowley, of Highland Beach, Florida ("Crowley"), PNC Tool Holdings LLC, a Nevada limited liability company (the "Seller), and Spear & Jackson, Inc. of Boca Raton, Florida (the "Buyer") Recitals WHEREAS, the Seller is the owner of 6,005,561 shares of Spear & Jackson, Inc common stock (the "Shares") representing 100% of its stock ownership interest in Buyer; WHEREAS, Crowley is the beneficial owner of 100% of the equity interest of Seller; and WHEREAS, the Seller has agreed to sell the Shares to the Buyer and the Buyer has agreed to purchase the Shares from the Seller; on the terms and conditions set forth in the Agreement; NOW THEREFORE, in payment of $100 and such other good and valuable

Spear & Jackson Inc – PRESS RELEASE (May 7th, 2003)

Exhibit 99.1 PRESS RELEASE BOCA RATON, Fla.--(BUSINESS WIRE)--May 6, 2003--Spear & Jackson (OTCBB:SJCK) announced today that earnings per share from continuing operations for the second quarter are expected to be 10% - 20% higher than estimates. This range represents an increase over the previous estimates of $.10 to $.11 fully diluted earnings per share. "The strength of Spear & Jackson's performance year to date is coming from good solid top line growth in our sales and our strong brand presence around the world. This warrants taking this step to apprise investors of our higher expectations for Spear & Jackson," stated Dennis Crowley, Spear & Jackson's Chairman and CEO. The second quarter earnings report will be filed prior to May 15th, 2003. An update on earnings estimates for the 3rd quarter and an upgrade for the year end estimates will follow this filing. Spear & Jackson, based in Sheffield

Spear & Jackson Inc – EMPLOYMENT AGREEMENT (January 13th, 2003)

EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the ____day of September, 2002 between MEGAPRO TOOLS, INC. ("Employer") and JOSEPH PISCITELLI ("Executive"). PRELIMINARY STATEMENT Employer is a Nevada corporation with its principal place of business in Boca Raton, Florida. Executive has substantial business experience and related business skills which can be utilized in Employer's business. Employer desires to employ Executive upon the terms and conditions hereinafter set forth, and the Executive desires to accept such employment. Employer and Executive desire to set forth in writing the terms and conditions of their agreements and understandings. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, her

Spear & Jackson Inc – EMPLOYMENT AGREEMENT (January 13th, 2003)

EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the ___ day of September, 2002 between MEGAPRO TOOLS, INC. ("Employer" or the "Company") and NEIL MORGAN ("Employee"). PRELIMINARY STATEMENT Employer is a Nevada corporation with its principal place of business in Boca Raton, Florida. Employee has substantial business experience and related business skills which can be utilized in Employer's business. Employer desires to employ Employee upon the terms and conditions hereinafter set forth, and the Employee desires to accept such employment. Employer and Employee desire to set forth in writing the terms and conditions of their agreements and understandings. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally boun

Megapro Tools Inc – REGISTRATION RIGHTS AGREEMENT (September 9th, 2002)

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September 6, 2002, by and among MegaPro Tools, Inc., a corporation organized under the laws of the State of Nevada, U.S.A. (the "COMPANY"), USI Mayfair Limited, a company organized under the laws of England ("USI"), and PNC Tool Holdings, LLC, a Nevada limited liability company ("PNC" and together with USI, the "HOLDERS"). PRELIMINARY STATEMENT The Company and USI have entered into a Stock Purchase Agreement dated as of August 23, 2002 (the "PURCHASE AGREEMENT"); and the entering into this Agreement is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement. The Company, USI and PNC desire to provide for certain arrangements with respect the registration under the Securities Act (as hereinafter

Megapro Tools Inc – STOCK PURCHASE AGREEMENT (September 9th, 2002)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT dated as of August 23, 2002 among USI MAYFAIR LIMITED and MEGAPRO TOOLS, INC. and S AND J ACQUISITION CORP. TABLE OF CONTENTS PAGE ---- ARTICLE 1. DEFINITIONS..........................................

Megapro Tools Inc – STOCKHOLDERS' AGREEMENT (September 9th, 2002)

EXHIBIT 10.2 MEGAPRO TOOLS, INC. STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT, dated as of September 6, 2002 (this "AGREEMENT"), by and among Megapro Tools, Inc., a Nevada corporation (the "COMPANY"), and the stockholders party to this Agreement listed in Schedule 1 (the "STOCKHOLDERS"). Capitalized terms used herein are defined in Section 1. PRELIMINARY STATEMENT The Company and its Stockholders desire to promote their mutual interests by imposing certain restrictions and obligations on the Company, and its Stockholders with respect to the Company Securities held by such Stockholders. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties hereby agree as follows: 1. DEFINITIONS. (a) For the purposes of this Agreement,

Megapro Tools Inc – 2000 STOCK OPTION PLAN OF (May 3rd, 2002)

2000 STOCK OPTION PLAN OF MEGAPRO TOOLS INC. JANUARY 20, 2000 A Nevada Corporation STOCK OPTION PLAN OF MEGAPRO TOOLS INC. TABLE OF CONTENTS Page No. -------- PURPOSE OF THE PLAN 1 TYPES OF STOCK OPTIONS 1 DEFINITIONS 1 ADMINISTRATION OF THE PLAN 2 GRANT OF OPTIONS 3 STOCK SUBJECT TO PLAN

Megapro Tools Inc – CONSULTANT AGREEMENT (January 30th, 2002)

CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 15th day of January, 2002 (the "Effective Date"), between MEGAPRO TOOLS INC., a Nevada corporation, (the "Company") and JOSEPH CRANSTON of ___________________________________ (the "Consultant"). WHEREAS: A. The Company is engaged in the business of manufacturing and marketing a line of screwdriver products under the "Megapro Tools" brand name. B. The Company is contemplating the completion of one or more business combinations with the objective of increasing the Company's revenues and earnings and expanding is existing business, including the prospective acquisition of Megapro International. C. The Consultant has represented to the Company that the Consultant has experience in advising public companies on the completion of business combinations. D. The Compa

Megapro Tools Inc – REGULAR ACCOUNTS LICENSE AGREEMENT- USA (July 3rd, 2000)

REGULAR ACCOUNTS LICENSE AGREEMENT- USA --------------------------------------- THIS AGREEMENT made effective as of the 29th day of February, 2000, between: Winsire Enterprises Corporation, a British Columbia company having an address at #102 - 360 Edworthy Way, New Westminster, British Columbia, Canada V3L 5G5 (hereafter called "Winsire") - and - Mega Tools USA, Inc., a Washington corporation having an address at 160 - 3873 Airport Way, Bellingham, Washington 98226, United States of America (hereafter called "Mega Tools") WHEREAS: I. Winsire is the owner of the following patents (hereafter the "Patents") for an invention of Hermann Fruhm entitled "Cartridge Type Screwdriver" (hereafter the "Invention"): Country Patent Number Issue Date Expiry Date ------------- ------------- ------------------ ---------------- Australia 668,616 17 September, 199

Megapro Tools Inc – REGULAR ACCOUNTS LICENSE AGREEMENT- CANADA (July 3rd, 2000)

REGULAR ACCOUNTS LICENSE AGREEMENT- CANADA ------------------------------------------ THIS AGREEMENT made effective as of the 29th day of February, 2000 between: Winsire Enterprises Corporation, a British Columbia company having an address at #102 - 360 Edworthy Way, New Westminster, British Columbia, Canada V3L 5G5 (hereafter called "Winsire") - and - Mega Tools Ltd., a British Columbia corporation having an address at #5 - 5492 Production Boulevard, Surrey, British Columbia, Canada V3S 8P5 (hereafter called "Mega Tools") WHEREAS: I. Winsire is the owner of the following patents (hereafter the "Patents") for an invention of Hermann Fruhm entitled "Cartridge Type Screwdriver" (hereafter the "Invention"): Country Patent Number Issue Date Expiry Date ------------- ------------- ------------------ ---------------- Australia 668,616 17 September,

Megapro Tools Inc – NATIONAL ACCOUNTS LICENSE AGREEMENT- CANADA (July 3rd, 2000)

NATIONAL ACCOUNTS LICENSE AGREEMENT- CANADA ------------------------------------------- THIS AGREEMENT made effective as of the 29th day of February, 2000 between: Winsire Enterprises Corporation, a British Columbia company having an address at #102 - 360 Edworthy Way, New Westminster, British Columbia, Canada V3L 5G5 (hereafter called "Winsire") - and - Mega Tools Ltd., a British Columbia corporation having an address at #5 - 5492 Production Boulevard, Surrey, British Columbia, Canada V3S 8P5 (hereafter called "Mega Tools") WHEREAS: I. Winsire is the owner of the following patents (hereafter the "Patents"") for an invention of Hermann Fruhm entitled "Cartridge Type Screwdriver"" (hereafter the "Invention""): Country Patent Number Issue Date Expiry Date ------------- ------------- ------------------ ---------------- Australia

Megapro Tools Inc – NATIONAL ACCOUNTS LICENSE AGREEMENT- USA (July 3rd, 2000)

NATIONAL ACCOUNTS LICENSE AGREEMENT- USA ---------------------------------------- THIS AGREEMENT made effective as of the 29th day of February, 2000 between: Winsire Enterprises Corporation, a British Columbia company having an address at #102 - 360 Edworthy Way, New Westminster, British Columbia, Canada V3L 5G5 (hereafter called "Winsire") - and - Mega Tools USA, Inc., a Washington corporation having an address at 160 - 3873 Airport Way, Bellingham, Washington 98226, United States of America (hereafter called "Mega Tools") WHEREAS: I. Winsire is the owner of the following patents (hereafter the "Patents") for an invention of Hermann Fruhm entitled "Cartridge Type Screwdriver" (hereafter the "Invention"): Country Patent Number Issue Date Expiry Date ------------- ------------- ------------------ ---------------- Australia 668,616