Global E Tutor Inc Sample Contracts

Global E Tutor Inc – PREMIUM FINANCE AGREEMENT (November 20th, 2000)

PREMIUM ASSIGNMENT CORPORATION EXHIBIT 10.2 [LOGO] GEORGIA P.O. Box 3066 - 3522 Thomasville Rd. - Tallahassee, Fl 32315-PHONE 850-907-5610 V5.1a(0)G810.77I6.35 -------------------------------------------------------------------------------- PREMIUM FINANCE AGREEMENT [_]PERSONAL [XX]COMMERCIAL [_]NEW [_]AGENCY RENEWAL [_]ADD'L PREMIUM THIS AGREEMENT, made and delivered this 29 day of August 2000, between -- ----------- NAME GLOBALETUTOR INC. SNN OR TAX ID#__________ --------------------------------------------------- (Exactly as it appears in policies) ADDRESS 3340 Peachtree Road NE CITY Atlanta ------------------------------------

Global E Tutor Inc – Amendment to the Board Consent Dated July 24, 2000 (November 20th, 2000)

EXHIBIT 4.1 CONSENT ACTION OF THE BOARD OF DIRECTORS OF GLOBAL E TUTOR, INC., a Delaware corporation The undersigned, representing all the members of the Board of Directors of Global E Tutor, Inc., a Delaware corporation (the "Company") do hereby consent to and adopt the following resolutions, effective August 16, 2000. Amendment to the Board Consent Dated July 24, 2000 -------------------------------------------------- WHEREAS, the Board of Directors wishes to motivate and create incentives to employees, directors, and consultants to increase the value of the Company; and NOW, THEREFORE, BE IT RESOLVED, as an amendment to the Board Consent Approved on July 24, 2000 that the Board of Directors does hereby approve the issuance of the Warrants, Incentive Stock Options ("ISO's") and

Global E Tutor Inc – AGREEMENT AND PLAN OF MERGER (June 1st, 2000)

EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER Agreement entered as of May 23, 2000 by and between Global E Tutor, Inc., a Delaware corporation (the "BUYER"), and Kilimanjaro Group.com Inc., a Nevada corporation (the "TARGET"). The Buyer and the Target are referred to collectively herein as the "PARTIES." This Agreement contemplates a merger of the Target with and into the Buyer. The Target Stockholders will receive 50,000 restricted shares of Buyer stock (the "Shares") and cash in the aggregate amount of $75,000 in exchange for their capital stock in the Target. The Parties expect that the Merger will further certain of their business objectives. Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows. 1. DEFINITIONS. "ACCREDITED INVESTOR has the meaning set forth in Rule 501

Global E Tutor Inc – CERTIFICATE OF INCORPORATION (June 1st, 2000)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF ESSEX ENTERPRISES, INC. FIRST. The name of this corporation shall be: ESSEX ENTERPRISES, INC. SECOND. Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY. THIRD. The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH. The total number of shares of stock which this corporation is authorized to issue is: Fifty Million Five Hundred Thousand (50,500,000) shares of which Fifty Million (50,000,000) shares are with a par value of $.001 each, amounting to Fifty Thousand Dollars

Global E Tutor Inc – PROJECT FEE AGREEMENT (June 1st, 2000)

EXHIBIT 10.12 PROJECT FEE AGREEMENT FOR GlobaleTutor.com This Agreement is between GlobaleTutor.com (Client) and 360 thinc ltd., (Agency). Your signature on this agreement will confirm your acceptance of the following terms of service and your appointment of Agency to perform certain and specific marketing related services. Agency shall develop a blueprint for your marketing & communications program. Upon approval of this project fee agreement, Client will pay Agency a fee of $95,000. This fee will be paid in cash (two installments, with the first half due with approval of this project fee agreement, and final payment due 60 days from the signed agreement). 360's Project Development's process includes the following: The fee will cover: 1. Management time for the following 360 team members: - Agency Principals - Creative Director - Director of Con

Global E Tutor Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 1st, 2000)

EXHIBIT 10.17 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the ____ day of _________, 2000, between Global e Tutor.com, Inc., a corporation (the "Company"), and ___________________ (the "Executive"). INTRODUCTION The Company and the Executive desire to enter into an employment agreement embodying the terms and conditions of the Executive's employment. This agreement will replace any prior employment agreement between the Company and the Executive. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS (a) "AFFILIATE" means any person, firm, corporation, partnership, association or entity that, directly or indirectly or through one or more intermediaries, controls, is controlled by or is under common control with the Company, as determined by the Company. (b) "AREA" means the State of Georgia. (c) "BOARD OF DIRECTORS" means the Board of D

Global E Tutor Inc – AGREEMENT AND PLAN OF REORGANIZATION (June 1st, 2000)

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (the " Agreement"), entered into this 28th day of December, 1999, by and among DIGITAL LAUNCH, INC., a publicly held Delaware corporation (hereinafter, the "Purchaser"), GLOBALETUTOR.COM, INC., a privately-held Nevada corporation (hereinafter, the "Private Company"), and the shareholders of the Private Company whose names and signatures are set forth upon the signature page of this Agreement (the "Shareholders"). RECITALS: -------- WHEREAS, the Purchaser wishes to acquire, and the Shareholders are willing to sell, all of the outstanding stock of the Private Company in exchange solely for a part of the voting stock of the Purchaser; and WHEREAS, the parties hereto intend to qualify such transaction as a tax-free exchange pursuant to Section 368(a)(1)(B) of the Internal Re

Global E Tutor Inc – STOCK OPTION PLAN (June 1st, 2000)

EXHIBIT 10.3 GLOBAL E TUTOR, INC. STOCK OPTION PLAN ARTICLE 1. GENERAL PROVISIONS ------------------ 1.1. PURPOSE OF THE PLAN This Stock Option Plan (the "Plan") is intended to promote the interests of GLOBAL E TUTOR, INC., a Delaware corporation, (the "Corporation") by providing eligible persons with the opportunity to acquire or increase their proprietary interest in the Corporation as an incentive for them to remain in the Service of the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. 1.2. ADMINISTRATION OF THE PLAN a. Prior to the Section 12(g) Registration Date, the Plan shall be administered by the Board or a committee of the Board. b. Beginning with the Section 12(g)

Global E Tutor Inc – OFFICE SPACE LEASE (June 1st, 2000)

EXHIBIT 10.16 STATE OF GEORGIA COUNTY OF OFFICE SPACE LEASE THIS LEASE, made this 1st day of DECEMBER, 1999, between Township Residential, Inc., Agent for 3131 Piedmont Road having its principle office at 3131 Piedmont Road, N.E., Atlanta, GA 30305 (herein called "Landlord") and Tom McMurrain Global E-Tutor (herein called "Tenant"). 1. PREMISES AND TERM. Landlord hereby rents and leases to Tenant and Tenant hereby rents and leases from Landlord the following described space (hereby called "Premises") being approximately 410 square feet located on the 2nd Floor in 3131 Piedmont Road, Building located at __________________, ____________, Georgia, the Land Lot 61 of the 17th District of Fulton County, Georgia (herein called "Building"); premises being more particularly shown and outlined on the plan attached hereto as Exhibit "A" and made a part hereof, FOR A TERM to commence on the 1 day of December, 1999 , and to end at 6:00 P.M. on

Global E Tutor Inc – ASSET TRANSFER AGREEMENT (June 1st, 2000)

EXHIBIT 10.9 ASSET TRANSFER AGREEMENT THIS ASSET TRANSFER AGREEMENT is made as of the 31st day of December, 1999, by and between DIGITAL LAUNCH, INC., a Delaware corporation ("Transferor"), and VERONIQUE, INC., a Delaware corporation which is a wholly-owned subsidiary of Transferor ("Transferee"). In consideration of the premises and the mutual agreements as hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. TRANSFER OF ASSETS. (a) Transferor agrees to and does hereby sell, transfer and assign to Transferee, and Transferee agrees to and does hereby purchase from Transferor, all right, title and interest in and to the "Assets" (as defined below) as they exist as of the date hereof, it being understood and agreed that the Assets shall be conveyed to Transferee subject to all liens and encumbr

Global E Tutor Inc – 1996 INCENTIVE PLAN (June 1st, 2000)

EXHIBIT 10.1 VERONIQUE, INC. 1996 INCENTIVE PLAN ------------------- ARTICLE I Purpose The purpose of this Incentive Plan (the "Plan") is to enable Veronique, Inc. (the "Company") to offer certain employees, directors and consultants of the Company equity interests in the Company and other incentive awards, thereby attracting, retaining and rewarding such persons, and strengthening the mutuality of interests between such persons and the Company's stockholders. ARTICLE II Definitions For purposes of this Plan, the following terms shall have the following meanings: 2.1 "AWARD" shall mean an award under this Plan of a Stock Option or Restricted Stock. 2.2 "BOARD" shall mean the Board of Directors o

Global E Tutor Inc – CONVERTIBLE PROMISSORY NOTE (June 1st, 2000)

EXHIBIT 10.8 DIGITAL LAUNCH, INC. CONVERTIBLE PROMISSORY NOTE Convertible into Common Stock of Digital Launch, Inc. $750,000.00 December 31, 1999 New York, New York -------------------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE UNDER SUCH ACT AND SUCH LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. --------------------- For Value Received, DIGITAL LAUNCH, INC., a Delaware cor

Global E Tutor Inc – INVESTMENT AGREEMENT (June 1st, 2000)

EXHIBIT 10.7 INVESTMENT AGREEMENT This Investment Agreement is made this 31st day of December, 1999, by and between DIGITAL LAUNCH, INC., a Delaware corporation with its principal office at 250 West 57th Street, Suite 2032, New York, NY 10107 (the "Company"), and Lancer Offshore Inc. with its principal office at Kaya Flamboyan 9, Curacao, Netherlands Antillies ("Lender"). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. AUTHORIZATION AND SALE OF NOTE. 1.1 AUTHORIZATION. The Company has duly authorized the borrowing of $750,000 and the sale and issuance of its convertible promissory note, in the original principal amount of $750,000 (the "Note"), with interest accruing thereon. 1.2 SALE OF NOTE. Subject to the terms and conditions of this Agreement, at the Closing the Company will sell and issue to the Lender, and

Global E Tutor Inc – PROMISSORY NOTE (June 1st, 2000)

EXHIBIT 10.18 PROMISSORY NOTE December 31, 1999 FOR VALUE RECEIVED, the undersigned promises to pay to Emergency One Holding Company and it's subsidiaries within a twelve month period ending 12/31/2000 the principal sum of 173,890.43 ($) in legal tender of the United States, In the following terms: Beginning 12/10/00 interest and principal shall commence at the rate of 10(%) per annum. The undersigned may prepay all of any part of the interest or principal at any time, and from time to time, without penalty and with interest adjusted through date of payment. Should the payment of principal or interest not be paid when due, the entire unpaid sum evidenced by this note, with all accrued interest, shall, at the option of the holder, and without notice to the undersigned, become due and may be collected forthwith, time being of the essence of this contract. It is further agreed that failure of the holder to exercise this right

Global E Tutor Inc – SENIOR SECURED NOTE (June 1st, 2000)

EXHIBIT 10.6 Notice: This Instrument contains a confession of judgment clause. SENIOR SECURED NOTE $750,000.00 December 27, 1999 New York, NY FOR VALUE RECEIVED, GLOBALETUTOR.COM, INC., a Nevada corporation ("Maker"), promises to pay to DIGITAL LAUNCH, INC. or its assigns ("Holder"), or to order, the principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), together with interest on the unpaid principal balance hereof from time to time outstanding at the rate of one percent (1%) over the Prime Rate as reported in The Wall Street Journal, Eastern Edition, until the Note is paid in full. The entire unpaid principal balance of this Note, together with all unpaid interest, shall be paid not later than December 31, 2002, and it may be prepaid at Maker's option in whole or in part without penalty or prem

Global E Tutor Inc – CERTIFICATE OF MERGER (June 1st, 2000)

EXHIBIT 3.2 CERTIFICATE OF MERGER OF GLOBAL E TUTOR, INC. Pursuant to the provisions of the Delaware Corporation Code Annotated Sections 251(f), and 252, and the Nevada Revised Statutes Section 92A.200, the following Articles of Merger are executed for the purpose of merging Kilimanjaro Group.com Inc., a Nevada corporation (the "Disappearing Corporation"), with and into Global E Tutor, Inc., a Delaware corporation (the "Surviving Corporation"). 1. The Agreement and Plan of Merger, dated May 23, 2000, was approved, adopted, certified, executed and acknowledged by the Disappearing Corporation and the Surviving Corporation in accordance with Chapter 92A of the Nevada Revised Statutes and Section 252 of Delaware Corporation Code Annotated. 2. On May 23, 2000, the Agreement and Plan of Merger was submitted and duly approved by a unanimous written consent of all of the sharehold

Global E Tutor Inc – NON-STATUTORY STOCK OPTION AGREEMENT (June 1st, 2000)

EXHIBIT 10.2 VERONIQUE, INC. NON-STATUTORY STOCK OPTION AGREEMENT ------------------------------------ 1. GRANT OF OPTION; VESTING. VERONIQUE, INC., a Delaware corporation (the "Company"), hereby grants to JEFFREY M. BRINN ("Optionee") a fully vested option to purchase an aggregate of Forty Thousand (40,000) shares of Common Stock, $.001 par value ("Common Stock"), of the Company at $0.75 per share (which the Company has determined to be one-half the current fair market value of the Company's Common Stock as of the grant date), purchasable as set forth in, and subject to the terms and conditions of, this option. This option is not intended to qualify as an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). This option initially will not be vested, but shall vest at the rate of two thousand five hundred (2,500) s

Global E Tutor Inc – COMSTAR AGREEMENT (June 1st, 2000)

EXHIBIT 10.15 NETWORK SERVICE COMSTAR AGREEMENT Thank you for doing business with Comstar Communications, Inc. (us or we). We are committed to providing you with the highest quality Network Services (Services). If, at any time, you have questions or problems, or are not completely satisfied, please let us know. Our goal is to do our very best for you. This Comstar Network Services Agreement (Agreement) covers the following major Service we may provide to you: (a) Internet Access; (b) Connectivity Services; (c) Equipment Rental; (d) Standard Colocation; and (e) Dedicated Server Colocation. ACCEPTANCE By signing below, you acknowledge your review and acceptance of the terms and conditions contained in this document or any applicable Service Addenda. This Agreement can only be modified in a written document executed by both parties.