Raybor Management Inc Sample Contracts

Raybor Management Inc – Contract (May 24th, 2005)

THIS 12% SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS. TRANSFER OF THIS 12% SECURED NOTE ALSO IS RESTRICTED BY THE SECURITIES PURCHASE AGREEMENT REFERRED TO HEREIN.

Raybor Management Inc – RAYBOR MANAGEMENT, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (May 24th, 2005)

This certifies that, for value received, BROADMARK CAPITAL, LLC, with its principal offices at 2800 One Union Square, 600 University Street, Seattle, Washington 98101, its successors and assigns (together with its successors and assigns, the “Initial Purchaser”), or its assigns are entitled to subscribe for and purchase in accordance with the provisions of this Warrant, from RAYBOR MANAGEMENT, INC. (the “Company”), a Delaware corporation, with its principal offices at 221 West 10th Street, Medford, Oregon 97501, 11,321 shares of .0001 par value Common Stock of the Company (the “Subject Common Stock”) for the exercise price of $0.0001 per share (the “Warrant Exercise Price”); subject, however, to adjustment as provided in Section 4 hereof.

Raybor Management Inc – SECURITY AGREEMENT (May 24th, 2005)

THIS SECURITY AGREEMENT (this “Agreement”) is dated as of January 3, 2005, and is by and among IC MARKETING, INC., a Nevada corporation (“ICM”), AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC., an Oregon corporation (“ACPA”), RAYBOR MANAGEMENT, INC., a Delaware corporation (“RMI”), and BACK 2 BACK’S, INC., an Oregon corporation (“B2B” and together with ICM, ACPA, RMI, and B2B are sometimes collectively referred to in this Agreement as the “Issuers”), and C3 CAPITAL PARTNERS, L.P., a Delaware limited partnership, its successors and assigns (together with its successors and assigns, “Purchaser”).

Raybor Management Inc – SECURITIES PURCHASE AGREEMENT Dated as of January 3, 2005 among C3 CAPITAL PARTNERS, L.P. as Purchaser and RAYBOR MANAGEMENT, INC. IC MARKETING, INC. AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC. BACK 2 BACK’S, INC. as Issuers (May 24th, 2005)

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of January 3, 2005, among IC MARKETING, INC., a Nevada corporation (“ICM”), AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC., an Oregon corporation (“ACPA”), RAYBOR MANAGEMENT, INC., a Delaware corporation (“RMI”), and BACK 2 BACK’S, INC., an Oregon corporation (“B2B” and together with ICM, ACPA, RMI, and B2B are sometimes collectively referred to in this Agreement as the “Issuers”), and C3 CAPITAL PARTNERS, L.P., a Delaware limited partnership, its successors and assigns (together with its successors and assigns “Purchaser”). The Issuers and the Purchaser hereby agree as follows:

Raybor Management Inc – STOCK PURCHASE AGREEMENT (May 12th, 2004)

THIS STOCK PURCHASE AGREEMENT is dated effective as of March 31, 2004, by and between Raybor Management, Inc., a Delaware corporation (the “Corporation”), and Dennis L. Simpson (the “Purchaser”).

Raybor Management Inc – OPERATING AGREEMENT FOR PAINCARE MEDICAL CENTERS, LLC (May 12th, 2004)

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2004, by and between Back 2 Backs, Inc., an Oregon corporation (“B2B”) and Richard P. Schork (“Schork”) (B2B and Schork are collectively referred to as the “Members” and individually as a “Member”) with reference to the following facts:

Raybor Management Inc – STOCK PURCHASE AGREEMENT (May 12th, 2004)

THIS STOCK PURCHASE AGREEMENT is dated effective as of March 31, 2004, by and between Raybor Management, Inc., a Delaware corporation (the “Corporation”), and Jeffrey D. Hoyal (the “Purchaser”).

Raybor Management Inc – STOCK PURCHASE AGREEMENT (May 12th, 2004)

THIS STOCK PURCHASE AGREEMENT is dated effective as of March 31, 2004, by and between Raybor Management, Inc., a Delaware corporation (the “Corporation”), and Dennis L. Simpson (the “Purchaser”).

Raybor Management Inc – STOCK PURCHASE AGREEMENT (May 12th, 2004)

THIS STOCK PURCHASE AGREEMENT is dated effective as of March 31, 2004, by and between Raybor Management, Inc., a Delaware corporation (the “Corporation”), and Jeffrey D. Hoyal (the “Purchaser”).

Raybor Management Inc – STOCK PURCHASE AGREEMENT (May 12th, 2004)

THIS STOCK PURCHASE AGREEMENT is dated effective as of March 31, 2004, by and between Raybor Management, Inc., a Delaware corporation (the “Corporation”), and Dennis L. Simpson (the “Purchaser”).

Raybor Management Inc – FREEDOM FINANCIAL, INC. FINANCIAL STATEMENTS DECEMBER 31, 2002 (August 15th, 2003)

We have audited the accompanying balance sheet of Freedom Financial, Inc. (“Freedom Financial”), as of December 31, 2002, and the related statements of operations, stockholder’s equity and cash flows for the fiscal year then ended. These financial statements are the responsibility of Freedom Financial’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Raybor Management Inc – Current assets: Cash and cash equivalents $ 866,122 Accounts receivable, net 1,339,605 Deferred Mail Costs 3,968,128 Notes receivable, net 267,671 Other 115,902 Total current assets 6,557,428 Property and equipment, net 3,109,461 Notes receivable—long term 57,665 Total assets $ 9,724,554 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable $ 658,497 Accrued liabilities 783,545 Current portion of long-term debt 33,955 Current portion of capital leases 107,383 Line of credit 402,520 Notes payable 1,456,346 Income taxes payable 752,757 Deferred revenue 1,262,923 Total current (August 15th, 2003)
Raybor Management Inc – BACK 2 BACKS, INC. FINANCIAL STATEMENTS DECEMBER 31, 2002, 2001 AND 2000 (August 15th, 2003)

We have audited the accompanying balance sheet of Back 2 Backs, Inc. (“Back 2 Backs”), as of December 31, 2002, 2001 and 2000 and the related statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of Back 2 Backs’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

Raybor Management Inc – IC MARKETING, INC. FINANCIAL STATEMENTS DECEMBER 31, 2002, 2001 AND 2000 (August 15th, 2003)

We have audited the balance sheets of IC Marketing, Inc., as of December 31, 2002, 2001 and 2000, and the related statements of operations, shareholder’s equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Raybor Management Inc – AMERICAN CONSUMER PUBLISHING ASSOCIATION, INC. FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 (August 15th, 2003)

We have audited the balance sheets of American Consumer Publishing Association, Inc., as of December 31, 2002 and 2001, and the related statements of operations, shareholder’s equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Raybor Management Inc – SHARE EXCHANGE AGREEMENT (June 13th, 2003)

This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 1, 2003, by and among Raybor Management Inc., a Delaware corporation (“Raybor”), Freedom Financial, Inc., an Oregon corporation (“Freedom”) and Jeffrey D. Hoyal (the “Shareholder”)

Raybor Management Inc – SHARE EXCHANGE AGREEMENT (June 13th, 2003)

This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 1, 2003, by and among Raybor Management Inc., a Delaware corporation (“Raybor”), American Consumer Publishing Association, Inc., an Oregon corporation (“ACPA”) and Dennis L. Simpson (“Simpson”), Robert G. Couch (“Couch”), David A. Yost (“Yost”), Alan R. Herson (“Herson”), William S. Strickler (“Strickler”), Stephen A. Pugsely, Sr. (“Pugsley”), Catherine L. Thumler (“Thumler”), Raymond L. Ayala (“Ayala”) and Noel M. Littlefield (“Littlefield” and who along with Simpson, Couch, Yost, Herson, Strickler, Pugsley, Thumler and Ayala are individually referred to as a “Shareholder and collectively as the “Shareholders”)

Raybor Management Inc – SHARE EXCHANGE AGREEMENT (June 13th, 2003)

This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 1, 2003, by and among Raybor Management Inc., a Delaware corporation (“Raybor”), Back 2 Backs, Inc., an Oregon corporation (“B2B”) and Dennis L. Simpson (“Simpson”), Jeffrey D. Hoyal (“Hoyal”), Thomas J. Purtzer (“Purtzer”), Robert J. Trujillo (“Trujillo”) and Mark D. Peterson (“Peterson” and who along with Simpson, Hoyal, Trujillo and Purtzer are individually referred to as a “Shareholder and collectively as the “Shareholders”)

Raybor Management Inc – SHARE EXCHANGE AGREEMENT (June 13th, 2003)

This Share Exchange Agreement (this “Agreement”) is made and entered into as of June 1, 2003, by and among Raybor Management Inc., a Delaware corporation (“Raybor”), IC Marketing Inc., a Nevada corporation (“ICM”) and Dennis L. Simpson (“Simpson”) and Noreen M. Ackermann (“Ackermann” and who along with Simpson are individually referred to as a “Shareholder and collectively as the “Shareholders”)