Whirlwind Marketing Inc – CONSULTING AND ADVISORY AGREEMENT (December 21st, 2001)
CONSULTING AND ADVISORY AGREEMENT This Consulting and Advisory Agreement ("Agreement") is made and entered into effective this November 15, 2001, by and between KBK VENTURES INC, ("Consultant") a Texas Corporation, and WHIRLWIND MARKETING, INC. (the "Company"), a Delaware Corporation. Recitals -------- A. Consultant is experienced as a consultant and advisor in the securities industry. Consultant has played a key role in his career in assisting in the dissemination of information of certain publicly traded companies and providing the necessary strategy for growth of the public awareness within the companies where he has been employed. Consultant is also experienced in dealing with brokers, NASD broker/dealers, financial institutions, and equity investors as it pertains to securities transactions and in corporate communications in the securities industry. B.
Whirlwind Marketing Inc – SUBSCRIPTION AGREEMENT (December 21st, 2001)
Exhibit 4.2 Whirlwind Marketing, Inc. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made as of the 15th day of November 2001, by and between ("Noteholder"), and WHIRLWIND MARKETING, INC., a Delaware corporation (the "Company"). Background As more fully set forth herein, the Noteholder is the holder of a promissory note of the Company in the principal amount of $______ ("Note") and is exchanging the Note for shares of Common Stock of the Company. Agreement NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows: 1. Purchase. Noteholder hereby irrevocably and fully assigns and conveys the Note to the Company and will receive from the Company in full and complete payment for the Note shares of Common Stock of the Company ("Stock"). This exchange represents a conversion rate of $.80 per share.
Whirlwind Marketing Inc – SUBSCRIBER AGREEMENT (July 20th, 2001)
SUBSCRIBER AGREEMENT This Subscriber Agreement ("AGREEMENT") is made as of the 19th day of April, 2001 ("EFFECTIVE DATE") by and between Whirlwind Marketing, Inc. a Delaware corporation ("WHIRLWIND"), and America's Charities, a non-profit ("SUBSCRIBER"). WITNESSETH WHEREAS, Whirlwind develops and markets fundraising products and services for non-profit organizations, including charitable organizations, educational institutions, and civic and trade associations; WHEREAS, Whirlwind has developed an on-line fundraising toolset, V-Giving ("V-GIVING"), that provides Whirlwind's customers with the ability to accept donations over the Internet, as well as establish and further develop relationships with their donors; WHEREAS, Subscriber is an association of certain non-profit organizations and desires to enter into a relationship wi
Whirlwind Marketing Inc – EMPLOYMENT AGREEMENT (May 23rd, 2001)
EMPLOYMENT AGREEMENT Agreement dated January 1, 2000, between Whirlwind Marketing, LLC (hereinafter the Company) and James Gallagher (hereinafter the Employee). The Company employs the Employee, and the Employee agrees to be employed, on the following terms and conditions: 1. TERM OF EMPLOYMENT. Subject to the provisions for earlier termination herein, employment will begin on 01/01/2000 and go through 01/01/2002. (2 years) 2. SALARY. The Company shall pay Employee a salary of $ 45,000 per year, payable: Bi-monthly and bonus based on profitability. 3. DUTIES AND POSITION. The Company hires the Employee in the capacity as VP, Marketing, Employee's duties will generally be: to be responsible for all marketing and sales efforts for all products of the company. The Employee's duties may be reasonably changed, increased or reduced at the Company's direction. 4. EMPLOYEE TO SERVE AS OFFICER
Whirlwind Marketing Inc – LEASE (May 23rd, 2001)
LEASE 455 OFFICE ASSOCIATES LP ------------------------ ("LANDLORD") WHIRLWIND MARKETING ("TENANT") TERM SHEET ---------- 1. Date of Lease: October 20, 2000 2. Landlord: 455 Office Associates LP 3. Building: 455 Pennsylvania Avenue 4. Tenant: Whirlwind Marketing , a 5. Premises: 5535 Rentable Square Feet/Suite 200 6. Scheduled Commencement Date: November 1, 2000 7. Term of Lease: 60 months (5 Years) 8. Base
Whirlwind Marketing Inc – STOCK OPTION PLAN (May 23rd, 2001)
WHIRLWIND MARKETING, INC. STOCK OPTION PLAN ARTICLE I. SECTION 1.01 Purposes of Plan. The purpose of this Stock Option Plan ---------------- (the "Plan") is to promote the growth and general prosperity of Whirlwind Marketing, Inc., and its "subsidiary corporations" within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), if any, by permitting Whirlwind Marketing, Inc. to grant options to purchase shares of its $___ par value common stock (the "Common Stock"). Whirlwind Marketing, Inc. and such subsidiary corporations shall be referred to herein, collectively, as the "Company." The Plan is designed to help attract and retain superior personnel for positions of substantial responsibility with the Company and to provide key employees, non-employee directors and non-employee consultants with