Col China Online International Inc Sample Contracts

Col China Online International Inc – ESCROW AGREEMENT (January 17th, 2001)

Exhibit 10.9 FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of ___________, 200_ (this "Escrow Agreement"), is by and between COL China Online International Inc., a Delaware corporation ("Issuer"), and Wells Fargo Bank West, National Association, a ______ corporation, as Escrow Agent ("Escrow Agent"). For purposes of this Escrow Agreement, each of Issuer and Escrow Agent is individually referred to as a "Party", and Issuer and Escrow Agent are referred collectively as the "Parties". BACKGROUND A. Certain persons will purchase shares (the "Shares") of $.001 par value common stock of Issuer pursuant to a subscription agreement, the form of which is attached as Exhibit A to this Escrow Agreement (the "Subscription Agreement"). B. In accordance with the Subscription Agreement, the Subscribe

Col China Online International Inc – LOAN AGREEMENT (January 17th, 2001)

Exhibit 10.15 ------------- LOAN AGREEMENT This Loan Agreement (the "Agreement") is made and entered into as of the 21st day of December, 2000 between Honview International Limited, a Hong Kong corporation ("Honview"), and COL China Online International Inc., a Delaware corporation ("COL International"). For purposes of this Agreement, each of Honview and COL International may be referred to individually as a "Party" and both Honview and COL International may be referred to collectively as the "Parties". Recitals -------- A. Honview has agreed to lend cash needs to COL International up to a maximum amount of US$8 million (the "Loan"). B. COL International desires to borrow amounts from Honview and has agreed to repay those amoun

Col China Online International Inc – Sino-Foreign Joint Venture Agreement (October 19th, 2000)

Exhibit 10.11 Sino-Foreign Joint Venture Agreement Party A: Migration Developments Limited Party B: Shanghai Dongyi Scientific Technology Engineering Co. This Agreement is hereby made on 7th July 2000 between Party A and Party B under the following terms and conditions: 1) Party A and Party B entered into an agreement to form a new company named Shanghai Shangyi Science and Trade Information Consulting Co., Ltd. ("Shangyi), with a registered capital of US$180,000.00. 2) Party A owns 70% of Shangyi and Party B the remaining 30%. The two parties have contributed US$ 126,000.00 and US$ 54,000.00 respectively. 3) Shangyi agrees to acquire 100% of the equity interests of Shanghai Tongji Construction Materials Technology Sales Services Co., Ltd. at an aggregate price of RMB 1,457,140.00. That consists of RMB 1,020,000.00 from Migration Developments Limited an

Col China Online International Inc – THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT (October 19th, 2000)

Exhibit 10.10 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE SHALL NOT BE PERMITTED UNTIL AND UNLESS THE PROPOSED TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT OR UNTIL AND UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL WHICH IS ACCEPTABLE TO THE COMPANY THAT THIS NOTE MAY LEGALLY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION. Convertible Promissory Note $________ ______________, 2000 1. Promise To Pay FOR VALUE RECEIVED, Migration Developments Limited, a British Virgin Islands corporation (the "Company"), hereby promises to pay to the order of Honview International Limited (the "Holder"), the principal amount of $_________

Col China Online International Inc – Lease Agreement for Rental of Office Premises (October 19th, 2000)

Lease Agreement for Rental of Office Premises 1. Premises: Unit A & B, 27th Floor, 922 Heng Shan Road, Shanghai 2. Size of Premises: 646 Square Meters 3. Lease terms: From April 25th, 2000 to April 24th, 2008 4. Rental Costs (not including management fee) 1RMB/day per square meter for the first 2 years. Total monthly rent for initial 2 years is 1 x 646 x 365/12 = RMB 19,649 The rental per day is to be raised to 1.1RMB for the next 3 years. The total rental each month for the next 3 years is 1.1 x 646 x 365/12 = RMB 21,614 The rental per day for the last 3 years is to be raised by another 10% to 1.21RMB. Total monthly rental for final 3 years is 1.21 x 646 x 365/12 = RMB 23,775 5. Deposit An amount equal to two months of rent as a deposit from the date of signing 2 x 19,649 = RMB 39,298 Signed by the Tenant Signed by the Landlord Xu Gui Zhi, Representativ

Col China Online International Inc – SUBSCRIPTION AGREEMENT (October 19th, 2000)

Exhibit 10.8 FORM OF SUBSCRIPTION AGREEMENT COL China Online International Inc. 3177 South Parker Road Aurora, CO 80014 Gentlemen and Ladies: The undersigned desires to invest in COL China Online International Inc. (the "Company") on the terms and conditions described in this subscription agreement (the "Subscription Agreement") and the Company's Prospectus dated ______________, 2000. The undersigned acknowledges that the undersigned has received the Prospectus. 1. Subscription The undersigned hereby offers to purchase, in the aggregate dollar amount set forth later in this Subscription Agreement, shares of Common Stock, at $.05 per share, that are offered by the Company pursuant to the Prospectus. A check in that amount payable to "COL International Escrow" is enclosed. 2. Miscellaneous (a) This subscription shall be irrev

Col China Online International Inc – LOAN AGREEMENT (October 19th, 2000)

Exhibit 10.11 LOAN AGREEMENT This Loan Agreement (the "Agreement") is made and entered into as of the 10th day of October, 2000 between Honview International Limited, a Hong Kong corporation ("Honview"), and Migration Developments Limited, a British Virgin Islands corporation ("Migration"). For purposes of this Agreement, each of Honview and Migration may be referred to individually as a "Party" and both Honview and Migration may be referred to collectively as the "Parties". Recitals -------- A. Honview has agreed to lend cash needs to Migration up to a maximum amount of US$8 million (the "Loan"). B. Migration desires to borrow amounts from Honview and has agreed to repay those amounts according to the terms and conditions of this Agreement. Agreement

Col China Online International Inc – Co-operation Agreement for Dissemination of Educational Resources (June 13th, 2000)

EXHIBIT 10.4 Wuhan Public Golden School Network Co-operation Agreement for Dissemination of Educational Resources Between: Party A: Wuhan City No.2 Secondary School Party B: Shenzhen Rayes Electronic System Co., Ltd. (Wuhan Branch) The use of computers for education is an important strategy and a symbol of a modern education system. The Wuhan Public Golden School Network was established under the Wuhan City Education Commission. In order to offer timely, effective and a consistently high standard of educational resources to create a networked educational tool, both parties through friendly discussions have reached the agreement that follows: 1. Duration and definition of the cooperation Under the unified plan and organization of the Wuhan Education Commission, Party A will regularly provide a high standard of teaching materials while Party B will be responsible for production,

Col China Online International Inc – Co-operation Agreement for Transmission of Education Materials (June 13th, 2000)

EXHIBIT 10.5 Wuhan Public Golden School Network Co-operation Agreement for Transmission of Education Materials Between: Party A: Wuhan Cable TV Party B: Shenzhen Rayes Electronic Network System Co., Ltd. (Wuhan Branch) In order to promote the development of a modern educational network in Wuhan, Wuhan Cable TV (Party A) and Shenzhen Rayes Electronic Network System Co., Ltd. (Wuhan Branch) (Party B) have conducted negotiations to reach the following cooperation agreement for high-speed digital broadcast development of distant education: 1. Party A will provide one complete TV band (within the Party A network) for transmission of information on distance education. It guarantees to use the most modern software and hardware facilities of the broadcast system for the transmission network and maintenance for regular broadcasting. 2. Party A will guarantee to use

Col China Online International Inc – I Parties to the Agreement (June 13th, 2000)

EXHIBIT 10.2 Cooperation Agreement regarding China Online's Internet Connection Service Commercial Business Shenzhen Rayes Group Co., Ltd. is a private high-tech enterprise registered in Shenzhen, Guangdong, China. (Party A). "China Online" was established by the Rayes Group to meet China's development needs. China Online is a commercially-focused, inter-provincial and inter-city online service provider based on China Telecom's digital network and connected with the Internet. Shenzhen Neihe Electronic System Co., Ltd. is a high-tech company registered in Shenzhen with electronic business affairs as a focus and computer network technology and consulting service as additional (Party B) . With mutual consent and recognition of the favorable development prospect for China's internet market and after a full discussion between the two parties, the cooperation agreement agreed on is set

Col China Online International Inc – 2000 STOCK OPTION PLAN (June 13th, 2000)

EXHIBIT 10.7 COL CHINA ONLINE INTERNATIONAL INC. 2000 STOCK OPTION PLAN As Adopted As Of April 14, 2000 This 2000 Stock Option (the "Plan") is adopted by COL China Online International Inc. (the "Company") effective as of April 14, 2000. 1. Definitions. --------------- Unless otherwise indicated or required by the particular context, the terms used in this Plan shall have the following meanings: Board: The Board Of Directors of the Company. Change in Control. For purposes of this Plan, a "Change in Control" shall mean any of the following events: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securiti

Col China Online International Inc – ESCROW AGREEMENT (June 13th, 2000)

EXHIBIT 10.9 FORM OF ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of June __, 2000, ("Escrow Agreement") is by and between COL China Online International Inc., a Delaware corporation ("Issuer"); and American Securities Transfer and Trust, Inc., a Colorado corporation, as Escrow Agent ("Escrow Agent"). BACKGROUND A. Certain persons will purchase shares (the "Shares") of $.001 par value common stock of Issuer pursuant to a subscription agreement, the form of which is attached as Exhibit A to this Escrow Agreement (the "Subscription Agreement"); (such persons who purchase the Shares pursuant to the Subscription Agreement are hereinafter referred to as the "Subscribers"). B. In accordance with the Subscription Agreement, the Subscribers will be required to submit full payment for their investment

Col China Online International Inc – I Parties to the Agreement (June 13th, 2000)

EXHIBIT 10.3 Cooperation Agreement regarding China Online's Internet Content Service Commercial Business Shenzhen Rayes Group Co., Ltd. Is a private high-tech enterprise registered in Shenzhen, Guangdong, China. (Party A). "China Online" was established by the Rayes Group to meet China's development needs. China Online is a commercially-focused, inter-provincial and inter-city online service provider based on China Telecom's digital network and connected with the Internet. Shenzhen Neihe Electronic System Co., Ltd. is a high-tech company registered in Shenzhen with electronic business affairs as a focus and computer network technology and consulting service as additional (Party B) . With mutual consent and recognition of the favorable development prospect for China's internet market and after a full discussion between the two parties, the cooperation agreement agreed on is set o

Col China Online International Inc – SUBSCRIPTION AGREEMENT (June 13th, 2000)

EXHIBIT 10.8 FORM OF SUBSCRIPTION AGREEMENT COL China Online International Inc. 3177 South Parker Road Aurora, CO 80014 Gentlemen and Ladies: The undersigned desires to invest in COL China Online International Inc. (the "Company") on the terms and conditions described in this subscription agreement (the "Subscription Agreement") and the Company's Prospectus dated June __, 2000. The undersigned acknowledges that the undersigned has received, read and understands the Prospectus. 1. Subscription The undersigned hereby offers to purchase, in the aggregate dollar amount set forth later in this Subscription Agreement, shares of Common Stock, at $.05 per share, that are offered by the Company pursuant to the Prospectus. A check in that amount payable to "COL China Online Escrow" is enclosed. 2. Miscellaneous (a)

Col China Online International Inc – AGREEMENT (June 13th, 2000)

EXHIBIT 10.6 AGREEMENT THIS AGREEMENT is made on 22 October 1999 between: 1. SHANGHAI DONGYI SCIENTIFIC TECHNOLOGY ENGINEERING DEPARTMENT, XIN FEICHA, LING PEIYUN, SHANGHAI SHENJIANG METAL MATERIALS PRODUCTS INDUSTRIAL CO. LIMITED (together the Vendors and each a Vendor); 2. SHENZHEN RAYES ELECTRONIC SYSTEM CO. LIMITED incorporated in the PRC of 1 7/F, A Jinfeng Cheng, 168 Shennan Road (E), Shenzhen, PRC (the Purchaser); 3. TONGJI INDUSTRIAL TECHNOLOGY TRADE CO. LIMITED, YUE LU AND LING P EIYUN; (together the Continuing Shareholders and each a Continuing Shareholder) and 4. SHANGHAI TONGJI CONSTRUCTION MATERIALS TECHNOLOGY SALES SERVICE CO. LIMITED incorporated in the PRC of 335 Guoding Road, Shanghai, PRC (the Company). RECITALS A. The Company is a PRC domestic limited liability joint venture company established by the Ven