Elgin Technologies Inc Sample Contracts

Elgin Technologies Inc – CORPORATE SHELL PURCHASE AGREEMENT (August 11th, 2008)

THIS AGREEMENT made this ___ day of June, 2008, by and between Elgin Technologies, Inc., as seller, and New Century Capital Consultants Inc. (“New Century”) and Keystone Capital Resources (“Keystone”), each purchasing equal one-half interests in the “Asset”, as that term is defined below. New Century and Keystone are collectively referred to herein as the "Purchaser".

Elgin Technologies Inc – PRESS RELEASE (June 4th, 2002)

EXHIBIT99.1 ----------- PRESS RELEASE Elgin Technologies, Inc. 10 Columbia Drive Amherst, NH (603) 598-4700 May 29, 2002 ELGIN TECHNOLOGIES, INC. ANNOUNCES THE TERMINATION OF ITS PRESIDENT/CEO AND THAT IT IS FILING FOR BANKRUPTCY PROTECTION May 29, 2002 AMHERST, NH. Elgin Technologies, Inc. announced today that its Board of Directors had terminated the employment of its President and Chief Executive Officer, Jonathan Scott Harris as of May 23, 2002 for cause. Michael Smith, Chief Financial Officer has assumed his duties. After reviewing the current short and long term prospects for the telecommunications equipment sector, the Board of Directors has directed the Company to proceed with developing a reorganization plan and file for Chapter 11 Bankruptcy protection. The Company state

Elgin Technologies Inc – SECURED REVOLVING CREDIT AGREEMENT (March 9th, 2000)

EXHIBIT 10.6 ================================================================================ $4,000,000 SECURED REVOLVING CREDIT AGREEMENT Dated as of November 13, 1998 Between ELGIN TECHNOLOGIES, INC. AND HORACE T. ARDINGER, JR. ================================================================================ TABLE OF CONTENTS SECTION 1. DEFINITIONS; INTERPRETATION ..................................... 1 Section 1.1 Definitions ............................................. 1 Section 1.2 Interpretation .......................................... 10 SECTION 2. THE CREDIT FACILITY .....................

Elgin Technologies Inc – ASSUMPTION, PAYMENT AGREEMENT AND (March 9th, 2000)

EXHIBIT 10.1 ASSUMPTION, PAYMENT AGREEMENT AND AMENDED AND RESTATED ROYALTY AGREEMENT This Assumption, Payment Agreement and Amended and Restated Royalty Agreement ("this Assumption and Agreement") is entered into as of January 25, 1996, by and between Robert C. Smallwood, individually ("Smallwood"), and American Compact Lighting, L.L.C., a Virginia limited liability company. Hereinafter, "ACL" shall refer to American Compact Lighting, L.L.C., its successor, or its permitted assign, as the case may be. Smallwood and ACL are referred to hereinafter as, individually, "Party" and, collectively, "Parties." W I T N E S S E T H WHEREAS, ACL and Small wood entered into a Royalty Agreement, dated July 15, 1994 (the "Royalty Agreement"), under which ACL agreed to provide Smallwood with a certain royalty in return for the consideration describ

Elgin Technologies Inc – LICENSE AGREEMENT (March 9th, 2000)

EXHIBIT 10.4 LICENSE AGREEMENT This Agreement is effective as of the 1st day of April, 1998, by and between Horace T. Ardinger, Jr. an individual resident of Texas (hereinafter "Licensee"), Logic Laboratories, Inc., a Delaware corporation having a place of business at Leesburg, Virginia, (hereinafter "LLI") and Elgin E^2 Inc., a Delaware corporation having a place of business at 12 Executive Drive, Hudson, New Hampshire 03051 (hereinafter "Elgin"). WHEREAS, LLI is the owner of certain patents and patent applications related to lamp technology, especially for use in fluorescent lightning; and WHEREAS, Elgin is the corporate parent of LLI and controls LLI; and WHEREAS, Licensee as a condition of his investment in Elgin has requested a license in LLI's proprietary fluorescent lamp technology as set forth hereafter, and Elgin and LLI are

Elgin Technologies Inc – CONVERTIBLE REVOLVING PROMISSORY NOTE (March 9th, 2000)

EXHIBIT 10.7 THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON STOCK ISSUABLE THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS NOTE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. --------------------------------- CONVERTIBLE REVOLVING PROMISSORY NOTE $4,000,000.00 Dallas, Texas November 13, 1998 Elgin Technologies, Inc., a Delaware corporation (the "Borrower"), for value received, hereby promises to pay to the order of Horace T. Ardinger, Jr., an individual residing in Dallas, Texas

Elgin Technologies Inc – EMPLOYMENT AGREEMENT (March 9th, 2000)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of December, 1997 by and between Logic Laboratories, Inc., a Delaware corporation (the "Company"), and Robert Smallwood (the "Employee"). WHEREAS, the Company believes it is in the Company's best interest to employ the Employee as its Vice President in charge of Lighting Technologies Research and Development and Employee desires to be employed by the Company in such capacity; and WHEREAS, the Company and Employee desire to set forth the terms and conditions on which Employee shall be employed by and provide his services to the Company; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Employment. The Company hereby employs Employee as its Vice Pres

Elgin Technologies Inc – AMENDMENT TO ROYALTY AGREEMENT (March 9th, 2000)

EXHIBIT 10.2 AMENDMENT TO ROYALTY AGREEMENT This is an amendment to the Assumption, Payment Agreement and Amended and Restated Royalty Agreement (the "Agreement") dated January 25, 1996, by and between Robert C. Smallwood ("Smallwood") and American Compact Lighting, L.L.C. ("ACL") for which ACL was succeeded in interest by Logic Laboratories, Inc. (LLI), a Delaware corporation, pursuant to an Assignment and Assumption Agreement retroactively entered into on December 4, 1995. As a necessary condition to obtain investment funding in LLI's parent company, Elgin E2, Inc. ("Elgin"), Smallwood and LI hereby agree as follows: 1. Section 2(a) is amended to state that the royalty rate is one percent (1%) of Royalty Revenue. The remainder of this section starting with the words "until such time" in the first sentence is deleted. Section 2(b) is deleted.

Elgin Technologies Inc – EMPLOYMENT AGREEMENT (March 9th, 2000)

EXHIBIT 10.10 EMPLOYMENT AGREEMENT This employment agreement ("Agreement") is made and entered into as of this date by and between ELGIN TECHNOLOGIES, INC. ("Corporation"), and JONATHAN SCOTT HARRIS ("Employee"). WHEREAS, Employer and Employee desire that the term of this Agreement begin on February 21, 2000 ("Effective Date"). WHEREAS, Employer desires to employ Employee as its President and Chief Executive Officer and Employee is willing to accept such employment by Employer, on the terms and subject to the conditions set forth in this Agreement. NOW THEREFORE, IT IS AGREED AS FOLLOWS: Section 1. Duties. During the term of this Agreement, Employee agrees to be employed by and to serve Employer as its President and Chief Executive Officer, and Employer agrees to employ and retain Employee in such capacities. Employee shall devote the substantial portion of his business time, energy

Elgin Technologies Inc – AGREEMENT (March 9th, 2000)

EXHIBIT 10.9 AGREEMENT AGREEMENT made as of the 25th day of January 2000 by and between Elgin Technologies, Inc., a Delaware corporation (the "Company") e2 Electronics, Inc., a Delaware corporation ("EEI"), Logic Laboratories, Inc., a Delaware corporation ("Logic"), Warren Power Systems, Inc., a Delaware corporation ("Warren") and William Mosconi of New York, New York ("Mosconi"). WHEREAS, EEI, Logic and Warren (collectively, the "Subsidiaries") are the wholly owned subsidiaries of the Company; and WHEREAS, Mosconi is the Company's President, Chief Executive Officer and Chief Financial Officer and a member of the Company's board of directors; and WHEREAS, Mosconi is an officer and a member of the board of directors of each of the Subsidiaries; and WHEREAS, Mosconi and the Company are parties to that certain Employment Agreement dated as of Octobe

Elgin Technologies Inc – EMPLOYMENT AGREEMENT (March 9th, 2000)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of April 1998 by and between Warren Power Systems, Inc., a Delaware corporation (the "Company") and Lewis W. Kuniegel (the "Employee"). WHEREAS, the Company believes it is in the Company's best interest to employ the Employee as the Vice President of its Installation and Servicing of Telecommunications Products Division (the "Division") and Employee desires to be employed by the Company in such capacity; and WHEREAS, the Company and Employee desire to set forth the terms and conditions on which Employee shall be employed by and provide his services to the Company; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Employment. The Company hereby empl

Elgin Technologies Inc – AMENDMENT TO CONVERTIBLE REVOLVING PROMISSORY NOTE (March 9th, 2000)

EXHIBIT 10.8 AMENDMENT TO CONVERTIBLE REVOLVING PROMISSORY NOTE This promissory note (the "Amendment") made as of this March 1, 2000 by ELGIN TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, having an office at 12 Executive Drive, Hudson, New Hampshire 03051 (the "Borrower"), and in favor of HORACE T. ARDINGER, JR. having an address of 9040 Governor's Row, Dallas, Texas 75356 (the "Lender"). W I T N E S S E T H: WHEREAS, on November 13, 1998, Borrower issued to Lender that certain Convertible Revolving Promissory Note (the "Note") in the principal amount of Four Million Dollars ($4,000,000) convertible into common stock of the Borrower at a set conversion rate of $0.55 per share at any time so designated by the Lender subject to limitations set forth in the Note; WHEREAS, since the date of the Note, th