Rolltech Inc Sample Contracts

Motor Sport Country Club Holdings, Inc. – EXCLUSIVE MASTER LICENSE AGREEMENT FOR THE XYO TECHNOLOGY WITHIN THE AUTOMOTIVE INDUSTRY (August 5th, 2011)
Victoria Industries Inc – 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 27th, 2010)

*Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by aH the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

Victoria Industries Inc – On May 17, 2010, Victoria Industries, Inc. (the “Company”) entered into and closed a membership interest purchase agreement (“Exchange Agreement”) among the Company, Motorsports Country Club LLC, a Colorado limited liability company (“MSCC”) and the unitholders of MSCC (the “MSCC Unitholders”). Pursuant to the terms of the Exchange Agreement, all of the issued and outstanding membership interests of MSCC were exchanged for 20,800,000 shares of the Company’s common stock (the “Exchange”), representing 87.18% of our outstanding shares following the consummation of the transactions contemplated b (May 18th, 2010)

The transaction is being accounted for as reverse acquisition and recapitalization. MSCC is the acquirer for accounting purposes. VI is the issuer. Accordingly, MSCC’s historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the transaction. The accumulated deficit of MSCC is carried forward after the acquisition. Operations prior to the transactions are those of MSCC. Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.

Victoria Industries Inc – EMPLOYMENT AGREEMENT (May 18th, 2010)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the date of signing, by and between Victoria Industries Inc., a Nevada corporation (to be renamed as Motor Sport Country Club Holdings, Inc.) (the “Company”), and Claus Wagner, an individual who currently resides at the address set forth in Section 9 below (the “Executive”).

Victoria Industries Inc – The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (AE41-5-09) (Mandatory 7-09) (May 18th, 2010)

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

Victoria Industries Inc – EMPLOYMENT AGREEMENT (May 18th, 2010)

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the date of signing, by and between Victoria Industries Inc., a Nevada corporation (to be renamed as Motor Sport Country Club Holdings, Inc.) (the “Company”), and Robert Newson, an individual who currently resides at the address set forth in Section 9 below (the “Executive”).

Victoria Industries Inc – Motor Sport Country Club Membership Agreement (May 18th, 2010)

This Motor Sport Country Club Membership Agreement (“Agreement”), when signed by the applicant (“Member”) and accepted by Motor Sport Country Club (“MSCC”), together with the previously executed “Initial Membership Registration Agreement” which is hereby incorporated into and integral to this Agreement, and the Motor Sport Country Club Rules & Regulations as may be in effect from time to time, as specified below, shall constitute the full Agreement between MSCC and Member with respect to Member’s use of the track, paddock, vehicle dynamics area, clubhouse and related Facilities (collectively the “Facilities”) of the Motor Sport Country Club (the ”Club”).

Victoria Industries Inc – The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-10-06) (Mandatory 1-07) (May 18th, 2010)

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

Victoria Industries Inc – EMPLOYEE CONFIDENTIALITY AGREEMENT (May 18th, 2010)

This Employee Confidentiality Agreement ("Agreement") is made as of May 17, 2010 (the "Effective Date") by and between Victoria Industries, Inc., a Nevada corporation (to be named as Motor Sport Country Club Holdings, Inc.) ("Party-1") and Claus H. Wagner, an individual ("Party-2"), and

Victoria Industries Inc – EMPLOYEE CONFIDENTIALITY AGREEMENT (May 18th, 2010)

This Employee Confidentiality Agreement ("Agreement") is made as of May 17, 2010 (the "Effective Date") by and between Victoria Industries, Inc., a Nevada corporation (to be named as Motor Sport Country Club Holdings, Inc.) ("Party-1") and Robert A. Newson, an individual ("Party-2"), and

Victoria Industries Inc – ESCROW AGREEMENT(2010) (May 18th, 2010)

UMB Bank, n.a., hereinafter referred to as “Agent ,” hereby agrees to hold the prospective member’s Initiation Fee (“Deposit”) made by the signatory to this Agreement intending to become members in The Motor Sport Country Club (“MSCC”) pursuant to that certain Initial Membership Registration (the “Registration Agreement”) between each prospective MSCC member and the MSCC.

Victoria Industries Inc – STOCK ESCROW AGREEMENT AND AGREEMENT TO CANCEL SHARES (May 18th, 2010)

This STOCK ESCROW AGREEMENT AND AGREEMENT TO CANCEL SHARES (the "Agreement), dated as of April 9, 2010, by and among Thor United Corporation, Berkshire International Finance, Inc .(collectively, the "Selling Shareholders"), Victoria Industries, Inc., a Nevada corporation ("Victoria"), Motorsports Country Club LLC, a Colorado limited liability company ("MCC") and Jody M. Walker, Attorney At Law, 7841 Garfield Way, Centennial, CO 80122 ("Stock Escrow Agent") (hereinafter "the Parties").

Victoria Industries Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (May 18th, 2010)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2010, is by and among Victoria Industries, Inc., a Nevada corporation (“VII”); Motor Sports Country Club, LLC, a Colorado limited liability company (“MSCC”); and the member(s) of MSCC listed on Annex B hereto (the “Unitholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

Victoria Industries Inc – VICTORIA INDUSTRIES, INC. (February 5th, 2009)

Unanimous written resolutions of the sole director of the Company pursuant to te Memorandum and Articles of Association of the Company and the State of Nevada Law.

Victoria Industries Inc – RESIGNATION LETTER (February 5th, 2009)

I, Albert Abdoulline, the undersigned, hereby tender my resignation as sole Director, Chief Executive Officer and Chief Financial Officer of the Company, to be effective February 2, 2009, and confirm that I have no claim or right action whatsoever against the Company whether for damages, compensation for loss of office or otherwise, and that the Company is in no way obligated or indebted to me.

Victoria Industries Inc – SHARE EXCHANGE AGREEMENT (December 4th, 2007)

SHARE EXCHANGE AGREEMENT This Share Exchange Agreement ("Agreement"), dated as of November 30, 2007, is entered into by and between Victoria Industries, Inc., a corporation organized and existing under the laws of the State of Nevada ("Victoria" or the "Company"), and certain shareholders of Victoria, as identified on Appendix A, (the "Victoria Shareholders" and together with Victoria, the "Parties"). WITNESSETH: WHEREAS, the Victoria Shareholders are the holders of 406,254 (four hundred and six thousand, two hundred and fifty four) of the issued and outstanding shares of Victoria (the "Victoria Shares") and desire to surrender their Victoria Shares to the Company in exchange for receiving from the Company 100% of the issued and outstanding shares of common stock of its wholly owned sole operating subsidiary Victoria Resources, Inc; WHEREAS, Victoria desires to receive Victoria Shares in exchange for 1

Victoria Industries Inc – SUPPLEMENTARY AGREEMENT (January 31st, 2007)

SUPPLEMENTARY AGREEMENT to CONTRACT YCH-04/888, dated July 26, 2004 Moscow 1st of August 2005 "COPTENT TRADING LTD", hereinafter referred to as "Sellers", represented by the Director, Dolmatov V.V., acting on the grounds of the Charter, on the one part, and ERLYAN TRADE COMPANY "YUN CHOU", hereinafter referred to as "Buyers", represented by the Deputy Director General, Dzhan Len Bo, acting on the grounds of the Charter, on the other part, have made the present Supplementary Agreement about the following: 1) Point 1.2. of the CONTRACT YCH-04/888, dated July 26, 2004 shall be amended to read as follows: 1.2. The Goods, determined by p.1.1. of the present Contract, to be shipped in lots till 31.12.2007. 2) The present Supplementary Agreement in considered valid upon the moment of its subscription. BUYERS: Deputy Director General ----------------

Victoria Industries Inc – ASSIGNEMENT CONTRACT NO23 (August 17th, 2006)

ASSIGNEMENT CONTRACT NO23 Moscow 31st of December 2004 VICTORIA RESOURCES, INC., hereinafter referred to as "ASSIGNOR", represented by Kislinskii V.P., acting on the grounds of the letter of attorney w\n dated 13.08.2003, on the one part, and LLC "TK "PTOMTECHRESURS", hereinafter referred to as "CESSIONARY", represented by the Director, Vozhdaev V.A., acting on the grounds of the Statute, on the other part, have made the present Contract about the following: 1. SUBJECT OF THE CONTRACT 1.1. The Assignor shall assign and the Cessionary shall accept the right of demand to receive the share actual value in the charter capital of LLC "Victoria-Sibwood" in the amount of 15 300 000 (fifteen million three hundred thousand) rubles, that is equal to 551 377,18$ (five hundred fifty one thousand three hundred seventy seven dollar and eight

Victoria Industries Inc – CONTRACT NO YCH-04/888 (August 17th, 2006)

CONTRACT NO YCH-04/888 Moscow 26th of July 2004 <> , hereinafter referred to as "Sellers", represented by the Director, Dolmatov V.V., acting on the grounds of the Charter, on the one part, and ERLYAN TRADE COMPANY "YUN CHOU", hereinafter referred to as "Buyers", represented by the Deputy Director General Dzhan Len Bo, acting on the grounds of the Charter, on the other part, have made the present Contract about the following: 1. SUBJECT OF THE CONTRACT 1.1. The Sellers have sold and the Buyers have bought on the conditions DAF Russia - Mongolia in Naushki - Sukhe-Bator, Kyakhta - Sukhe-Bator, DAF Mongolia - China in Dzamin-Uud-Erlyan, DAF Russia - China in Zabaykalsk-Manzhouli (DAF in accordance with Incoterms 2000), in quantity -100 000 cub. m the following goods - softwood saw logs GOST 22298-76, GOST 9463-88 a

Victoria Industries Inc – CONTRACT NO YCH-04/999 (August 17th, 2006)

CONTRACT NO YCH-04/999 Moscow 1st of November 2004 <>, hereinafter referred to as "Sellers", represented by the Director, Dolmatov V.V., acting on the grounds of the Charter, on the one part, and Erlyan trade company "Yun Chou", hereinafter referred to as "Buyers", represented by the Deputy Director General Dzhan Len Bo, acting on the grounds of the Charter, on the other part, have made the present Contract about the following: 1. SUBJECT OF THE CONTRACT 1.1. The Sellers have sold and the Buyers have bought on the conditions DAF Russia - Mongolia in Naushki - Sukhe-Bator, Kyakhta - Sukhe-Bator, DAF Mongolia - China in Dzamin-Uud-Erlyan, DAF Russia - China in Zabaykalsk-Manzhouli (DAF in accordance with Incoterms 2000), in quantity -50 000 cub. m the following goods - softwood saw logs GOST 22298-76, GOST 9463-88 an

Victoria Industries Inc – AGREEMENT (August 17th, 2006)

AGREEMENT TRANSFER OF SHARE OF LLC "VICTORIA SIBWOOD" Novosibirsk July 26, 2004 VICTORIA RESOURCES, INC., represented by Kislinskii Victor Petrovich, acting on the grounds of the letter of attorney w\o No. dated August 13, 2003, hereinafter referred to as the "Seller", on the one part, and Limited Liability Company "Tomlesprominvest", represented by the Director Efimenko Nikolay Nikolaevich, acting on the grounds of the Charter, hereinafter referred to as the "Buyer", on the other part, have made the present Agreement about the following: 1. SUBJECT OF THE CONTRACT 1.1. Under the present Agreement, the Seller shall sell and the Buyer shall buy the share in charter capital of LLC "Victoria Sibwood" of nominal value 5000 (five thousand) Ruble, consti

Victoria Industries Inc – CONTRACT OF COMMISSION AGENCY NO 32 (August 17th, 2006)

CONTRACT OF COMMISSION AGENCY NO 32 Chelyabinsk 27th of July 2004 LLC "VICTORIA LUMBER", hereinafter referred to as "Principal", represented by the Director, Kislinskii V.P., acting on the grounds of the Charter, on the one part, LLC "EKSINTRA", hereinafter referred to as "Agent", represented by the Executive Director Terekhov D.V., acting on the grounds of the Charter, on the other part, have made the present Contract about the following: 1. SUBJECT OF THE CONTRACT 1.1. The Agent is liable under the Commission of the Principal for a fee to conclude a Supply Contract with foreign buyers on his own behalf and at Principals' account under conditions negotiated by the Parties of the present Contract. 1.2. Acting on his own behalf, the Agent concludes purchase and sale contracts with the third parties, hereinafter referre

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 This 10% Convertible Note (called this "Convertible Note") is dated September 30th, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: Victor Kislinskii. Address: 105A Bratiev Kashirinykh Str. 257, Cheliabinsk, Russia The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 This 10% Convertible Note (called this "Convertible Note") is dated September 30th, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: Stockwell Corp. Address: 556 Main Str., Hunkins Plaza, Charlestown, Nevis The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of this Converti

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 This 10% Convertible Note (called this "Convertible Note") is dated September 30th, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: Inverness Inc. Address: 556 Main Str., Hunkins Plaza, Charlestown, Nevis The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of this Convertib

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE OCTOBER 1ST, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE OCTOBER 1ST, 2005 This 10% Convertible Note (called this "Convertible Note") is dated October 1st, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: Stockwell Corp. Address: 556 Main Str., Hunkins Plaza, Charlestown, Nevis The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of this

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 3OTH, 2005 This 10% Convertible Note (called this "Convertible Note") is dated September 30th, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: High Peaks Corp. Address: 556 Main Str., Hunkins Plaza, Charlestown, Nevis The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of this Convert

Victoria Industries Inc – PROMISSORY NOTE (December 31st, 2003)

EXHIBIT 4.5 PROMISSORY NOTE $142,910.00 USD Date: June 11, 2003 For value received, the undersigned, jointly and severally (if more than one), promises to pay on demand to the order of Thor Capital Group, Inc. or its nominees, the sum of $142,910.oo USD, with 0% interest to be applied to the amount. ROLLTECH, INC. /s/ Michael Scheglov, President and CEO --------------------------------------- Michael Scheglov, President and CEO

Victoria Industries Inc – 10% SUBORDINATED CONVERTIBLE NOTE DUE OCTOBER 1ST, 2005 (December 31st, 2003)

ROLLTECH, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE OCTOBER 1ST, 2005 This 10% Convertible Note (called this "Convertible Note") is dated October 1st, 2003. Borrower: Victoria Industries, Inc. Address: 551 Fifth Avenue, Suite 601 New York, NY 10017 The word "Borrower" means the original Borrower and anyone else who merges with the Borrower or assumes the Borrower's obligations under this Convertible Note. However, the assumption of the Borrower's obligations under this Note shall not release the Borrower from such obligations. Lender: Inverness Inc. Address: 556 Main Str., Hunkins Plaza, Charlestown, Nevis The Lender may transfer all or any part of this Convertible Note with written notice to the Borrower of the transfer, including the name, address of the transferee and the amount of the Convertible Note transferred. The Borrower may treat the Lender as the owner of this Convertible Not

Rolltech Inc – PRESS RELEASE (September 12th, 2003)

EXHIBIT 99.1 PRESS RELEASE ROLLTECH, INC. ANNOUNCES COMMENCEMENT OF BUSINESS September 10, 2003 NEW YORK - Rolltech, Inc. (OTCBB: RLTE) is pleased to announce that it has established a wholly owned subsidiary, named Victoria Resources, Inc., in the State of New York for the purpose of carrying on business in the resource sector. Rolltech resolved to appoint Albert Abdouline as president and sole director of Victoria Resources, Inc. Upon a careful consideration of various alternatives, Rolltech has made a determination to engage in lumber trading, harvesting and processing business. Rolltech will conduct all business in lumber through Victoria Resources as its operating subsidiary. Initially, the Company plans to purchase lumber in Siberia and trade locally. The Company has also entered into negotiations with potential buyers in Europe, North America and Far East

Rolltech Inc – STOCK PURCHASE AGREEMENT (June 26th, 2003)

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT made effective the 4th day of June, 2003. BETWEEN: ROLLTECH, INC., a Nevada corporation with an office at 35-148th Ave. SE, Suite #9, Bellevue, Washington 98007 (the "Company") AND: THOR CAPITAL LLC, a New York limited liability company with an office at 551 Fifth Avenue, Suite 601, New York, New York 10017 (the "Buyer") AND: TALY KEREN, a businessman with an address at 1427 Bellevue Avenue, West Vancouver, BC, V7V3P1, Canada, and, MICHAEL SCHEGLOV a businessman with an address at 35-148th Ave. SE, Suite #9, Bellevue, Washington 98007. (together the "Sellers") WHEREAS: A. The Sellers have agreed to sell to the Buyer, or his nominees,

Rolltech Inc – Real Estate Lease Agreement (May 15th, 2002)

This Lease Agreement (this "Lease") is dated May 1st, 2002, by and between NorQuest Seafoods inc. ("landlord") and Golden Caviar, P.O. Box 3061. Lynwood, WA. 98046 ("Tenant"). The parties agree as follows:

Rolltech Inc – INDUSTRIAL LEASE - MULTIPLE TENANT (May 15th, 2002)

THIS LEASE AGREEMENT made this 15th day of April, 2002, by and between Benaroya Capital Company, LLC, a Washington limited liability company (the "Lessor") and Golden Caviar Corp., a Nevada Corporation (the "Lessee").

Rolltech Inc – SECURED DEMAND PROMISSORY NOTE (May 15th, 2002)

FOR VALUE RECEIVED, ROLLTECH, INC. (the "Borrower"), a Nevada corporation with offices at 15411 N.E. 95th Street, Redmond, Washington, U.S.A., promises to pay to the order of TALY KEREN (the "Lender"), ON DEMAND, at Suite 811, 938 Howe Street, Vancouver, British Columbia, Canada, the sum of FIFTY THOUSAND DOLLARS ($50,000) of lawful money of the United States of America (the "Principal Sum") together with simple interest thereon as herein provided.

Rolltech Inc – SECURED DEMAND GRID PROMISSORY NOTE (May 15th, 2002)