Commercial Consolidators Corp Sample Contracts

Commercial Consolidators Corp – CONSULTING AGREEMENT (March 11th, 2002)

EXHIBIT 10.50 CONSULTING AGREEMENT THIS AGREEMENT dated as of March 1, 2002 by and among COMMERCIAL CONSOLIDATORS CORP., a corporation organized under laws of the Province of Alberta, Canada (hereinafter referred to as the "Company"), having its principal executive offices located at 5255 Yonge Street, Toronto, Ontario M2N 6P4; and INVESTOR RELATIONS SERVICES, INC., a Florida corporation (hereinafter referred to as the "Consultant"), having its principal executive offices located at 120 Flagler Avenue, New Smyrna Beach, FL 32169. WHEREAS, the Consultant is in the business of assisting public companies in financial advisory, strategic business planning, and investor and public relations services designed to make the investing public knowledgeable about the benefits of stock ownership in the Company; and WHEREAS, the Consultant may, during the period of time c

Commercial Consolidators Corp – FUNDS ESCROW AGREEMENT (February 28th, 2002)

EXHIBIT 10.45 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 26th day of February, 2002 among Commercial Consolidators Corp., an Alberta, Canada corporation (the "Company"), The Shaar Fund Ltd. ("Subscriber"), and Grushko & Mittman, P.C. (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the Company and Subscriber have entered into a Subscription Agreement ("Subscription Agreement") calling for the sale by the Company to the Subscriber of secured Convertible Notes ("Notes") in the aggregate principal amount of $250,000 and common stock purchase warrants ("Warrants"); and WHEREAS, the parties hereto require the Company to deliver the Notes and Warrants against payment therefor, with such Notes and Warrants and payment to be delivered to the Escrow Agent to be held in escrow and released by the Escrow Agent in accorda

Commercial Consolidators Corp – SUBSCRIPTION AGREEMENT (February 28th, 2002)

EXHIBIT 10.36 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Commercial Consolidators Corp., an Alberta, Canada corporation (the "Company") hereby agrees to issue and to sell to the Subscriber (a) $1,000,000 principal amount of 8% Secured Convertible Notes ("Note") convertible in accordance with the terms thereof into shares of the Company's no par value common stock (the "Common Stock") and common stock purchase warrants to purchase 200,000 shares of Common Stock ("Warrants") for aggregate consideration of $1,000,000, as set forth on the signature page hereof ("Purchase Price"). The form of Secured Note is annexed hereto as Exhibit A. The form of Warrant is annexed hereto as Exhibit B. (The Common Stock included in the Securities (as hereinafter defined) is sometimes referred to herein as the "Shares", "Company Shares", "Common S

Commercial Consolidators Corp – AGREEMENT (February 28th, 2002)

EXHIBIT 10.49 AGREEMENT THIS AGREEMENT is among is among COMMERCIAL CONSOLIDATORS CORP., a corporation organized under laws of the Province of Alberta, Canada (hereinafter referred to as the "Company"), having its principal executive offices located at 5255 Yonge Street, Toronto, Ontario M2N 6P4; and SUMMIT TRADING LIMITED, an international business corporation (hereinafter referred to as "Summit") with its principal office at Charlotte House, Charlotte Street, Nassau, Bahamas, as the Financing Agent; WHEREAS, as of January 5, 2002, the Company has entered into an agreement (the "Consulting Agreement") with Investor Relations Services, Inc. (the "Consultant") to provide the Company with a variety of investor and public relations services designed to make the investing public knowledgeable about the benefits of stock ownership in the Company; and WHEREAS

Commercial Consolidators Corp – COMMON STOCK PURCHASE WARRANT (February 28th, 2002)

EXHIBIT 4.6 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCIAL CONSOLIDATORS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 200,000 shares of Common Stock of Commercial Consolidators Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2002-1 Issue Date: January 24, 2002 COMMERCIAL CONSOLIDATORS CORP., a corporation organized under the laws of the A

Commercial Consolidators Corp – GENERAL SECURITY AGREEMENT (February 28th, 2002)

EXHIBIT 10.46 GENERAL SECURITY AGREEMENT -------------------------- THIS GENERAL SECURITY AGREEMENT dated for reference 26th day of February, 2002. BETWEEN: COMMERCIAL CONSOLIDATORS CORP., a corporation duly incorporated under the laws of Alberta ( "Borrower") AND: THE SHAAR FUND LTD., a corporation duly incorporated under the laws of ____________ ( "Lender") 1. SECURITY 1.1 For value received, the Borrower grants and creates the security constituted by this General Security Agreement and agrees to the terms, covenants, agreements, conditions, provisos and other matters set out in this General Security Agreement.

Commercial Consolidators Corp – CONSULTING AGREEMENT (February 28th, 2002)

EXHIBIT 10.48 CONSULTING AGREEMENT THIS AGREEMENT dated as of January 5, 2002 is among COMMERCIAL CONSOLIDATORS CORP., a corporation organized under laws of the Province of Alberta, Canada (hereinafter referred to as the "Company"), having its principal executive offices located at 5255 Yonge Street, Toronto, Ontario M2N 6P4; and INVESTOR RELATIONS SERVICES, INC., a Florida corporation (hereinafter referred to as the "Consultant"), having its principal executive offices located at 120 Flagler Avenue, New Smyrna Beach, FL 32169. WHEREAS, the Consultant is in the business of assisting public companies in financial advisory, strategic business planning, and investor and public relations services designed to make the investing public knowledgeable about the benefits of stock ownership in the Company; and WHEREAS, the Consultant may, during the period of time cov

Commercial Consolidators Corp – LIMITED RECOURSE GUARANTY (February 28th, 2002)

EXHIBIT 10.39 LIMITED RECOURSE GUARANTY THIS LIMITED RECOURSE GUARANTY ("Guaranty"), dated as of January 24, 2002, is made by Leonard Black, an individual with an office c/o Commercial Consolidators Corp. at 5255 Yonge Street, Suite 1010, Toronto, ON M2N 6P4, Canada (the "Guarantor") in favor of Alpha Capital Aktiengesellschaft (together with its permitted assigns and successors, the "Holder"). Reference is made to that $1,000,000 secured convertible promissory note, dated of even date herewith, (the "Note") issued by Commercial Consolidators Corp., an Alberta, Canada corporation (the "Obligor") to the Holder. Reference is also made to the Stock Pledge Agreement, dated of even date herewith (the "Pledge Agreement"), pursuant to which the undersigned Guarantor has pledged to the Holder an aggregate of 500,000 shares of Common Stock of the Obligor owned

Commercial Consolidators Corp – GENERAL SECURITY AGREEMENT (February 28th, 2002)

EXHIBIT 10.37 GENERAL SECURITY AGREEMENT THIS GENERAL SECURITY AGREEMENT dated for reference the 24th day of January, 2002. BETWEEN: COMMERCIAL CONSOLIDATORS CORP., a corporation duly incorporated under the laws of Alberta (the "Borrower") AND: ALPHA CAPITAL AKTIENGELSELLSCHAFT, a corporation duly incorporated under the laws of Lichtenstein (the "Lender") 1. SECURITY 1.1 For value received, the Borrower grants and creates the security constituted by this General Security Agreement and agrees to the terms, covenants, agreements, conditions, provisos and other matters set out in this General Security Agreement. 1.2 As general and continuing

Commercial Consolidators Corp – SECURITY AGREEMENT (February 28th, 2002)

EXHIBIT 10.41 SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated December 31, 2001, is entered into by and between Commercial Consolidators Corp., a corporation incorporated under the laws of the Province of Albert, Canada ("Debtor"), and Barbara Mittman, as collateral agent [acting in the manner and to the extent described in the Collateral Agent Agreement defined below] (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (collectively, the "Lenders"). 2. Recitals. 2.1 The Lenders have made loans to Debtor (the "Loans"). 2.2 The Loans are evidenced by those certain Secured Convertible Notes described on Schedule A hereto ("Notes") and executed by Debtor as the "Borrower" thereof, for the benefit of each individual Lender as the "Holder" thereof. The Notes are issued pursuant and s

Commercial Consolidators Corp – STOCK PLEDGE AGREEMENT (February 28th, 2002)

EXHIBIT 10.38 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT (this "Agreement"), dated January 24, 2002 by and between LEONARD S. BLACK, an individual (the "Pledgor"); COMMERCIAL CONSOLIDATORS CORP., an Alberta, Canada corporation (the "Company"); and ALPHA CAPITAL AKTIENGELSELLSCHAFT, Lichtenstein corporation (the "Pledgee"); W I T N E S S E T H: WHEREAS, the Company and the Pledgee have entered into a subscription agreement, dated of even date herewith (the "Subscription Agreement"); and WHEREAS, pursuant to the provisions of the Subscription Agreement, on this date, the Pledgee is making a $1,000,000 loan to the Company evidenced by a 8% Secured Convertible Promissory Note of even date herewith in the principal amount of (U.S.) $1,000,000 (the "Note"); and WHEREAS, as security for the payment of the Note, the Pledg

Commercial Consolidators Corp – STOCK PLEDGE AGREEMENT (February 28th, 2002)

EXHIBIT 10.44 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT (this "Agreement"), dated February 26, 2002 by and between LEONARD S. BLACK, an individual (the "Pledgor"); COMMERCIAL CONSOLIDATORS CORP., an Alberta, Canada corporation (the "Company"); and THE SHAAR FUND LTD., a ___________ corporation (the "Pledgee"); W I T N E S S E T H: WHEREAS, the Company and the Pledgee have entered into a subscription agreement, dated of even date herewith (the "Subscription Agreement"); and WHEREAS, pursuant to the provisions of the Subscription Agreement, on this date, the Pledgee is making a $250,000 loan to the Company evidenced by a 8% Secured Convertible Promissory Note of even date herewith in the principal amount of (U.S.) $250,000 (the "Note"); and WHEREAS, as security for the payment of the Note, the Pledgor has

Commercial Consolidators Corp – SECURED CONVERTIBLE NOTE (February 28th, 2002)

EXHIBIT 4.5 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCIAL CONSOLIDATORS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED CONVERTIBLE NOTE FOR VALUE RECEIVED, COMMERCIAL CONSOLIDATORS CORP., an Alberta, Canada corporation (hereinafter called "Borrower"), hereby promises to pay to ALPHA CAPITAL AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax: 011-42-32323196 (the "Holder") or order, without demand, the sum

Commercial Consolidators Corp – STOCK PURCHASE AGREEMENT (February 28th, 2002)

EXHIBIT 10.47 ================================================================================ STOCK PURCHASE AGREEMENT by and among Commercial Consolidators Corp. Steven Javidzad Shawn Javidzad Jeff Javidzad Bobby Melamed Other Stockholders and American Way Importing, Inc. Dated January 20, 2002 ================================================================================ STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of the 31st day of December 2001, by and among Commercial Con

Commercial Consolidators Corp – SUBSCRIPTION AGREEMENT (February 28th, 2002)

EXHIBIT 10.43 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Commercial Consolidators Corp., an Alberta, Canada corporation (the "Company") hereby agrees to issue and to sell to the Subscriber (a) $250,000 principal amount of 8% Secured Convertible Notes ("Note") convertible in accordance with the terms thereof into shares of the Company's no par value common stock (the "Common Stock") and common stock purchase warrants to purchase 50,000 shares of Common Stock ("Warrants") for aggregate consideration of $250,000, as set forth on the signature page hereof ("Purchase Price"). The form of Secured Note is annexed hereto as Exhibit A. The form of Warrant is annexed hereto as Exhibit B. (The Common Stock included in the Securities (as hereinafter defined) is sometimes referred to herein as the "Shares", "Company Shares", "Common Shares"

Commercial Consolidators Corp – FUNDS ESCROW AGREEMENT (February 28th, 2002)

EXHIBIT 10.40 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 24th day of January, 2002 among Commercial Consolidators Corp., an Alberta, Canada corporation (the "Company"), Alpha Capital Aktiengesellschaft ("Subscriber"), and Grushko & Mittman, P.C. (the "Escrow Agent"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and Subscriber have entered into a Subscription Agreement ("Subscription Agreement") calling for the sale by the Company to the Subscriber of secured Convertible Notes ("Notes") in the aggregate principal amount of $1,000,000 and common stock purchase warrants ("Warrants"); and WHEREAS, the parties hereto require the Company to deliver the Notes and Warrants against payment therefor, with such Notes and Warrants and payment to be delivered to the Escrow Agent t

Commercial Consolidators Corp – SECURED CONVERTIBLE NOTE (February 28th, 2002)

EXHIBIT 4.8 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCIAL CONSOLIDATORS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED CONVERTIBLE NOTE FOR VALUE RECEIVED, COMMERCIAL CONSOLIDATORS CORP., an Alberta, Canada corporation (hereinafter called "Borrower"), hereby promises to pay to THE SHAAR FUND LTD., c/o Levinson Capital Management, LLC, 35 East Grasky Sprain Road, Suite 300, Yonkers, New York 10710, Fax: 914-395-0

Commercial Consolidators Corp – COLLATERAL AGENT AGREEMENT (February 28th, 2002)

EXHIBIT 10.42 COLLATERAL AGENT AGREEMENT COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of January 24, 2002 among Barbara R. Mittman (the "Collateral Agent"), the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or have subscribed for Secured Convertible Notes in the principal amounts set forth on Schedule A hereto (collectively, the Notes") issued or to be issued by Commercial Consolidators Corp., an Alberta, Canada corporation ("CCZ"). WHEREAS, the Lenders are making loans to CCZ to be secured by certain collateral; and WHEREAS, it is desirable to provide for the orderly administration of such collateral by requiring each Lender to appoint the Collateral Agent, and the Collateral Agent has agreed to accept such appointment and to receive, hold and deliver such collateral, all upon the

Commercial Consolidators Corp – COMMON STOCK PURCHASE WARRANT (February 28th, 2002)

EXHIBIT 4.7 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCIAL CONSOLIDATORS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 50,000 shares of Common Stock of Commercial Consolidators Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2002-2 Issue Date: February 26, 2002 COMMERCIAL CONSOLIDATORS CORP., a corporation org

Commercial Consolidators Corp – AMENDING AGREEMENT NO. 2 (September 17th, 2001)

1 EXHIBIT 4.38 AMENDING AGREEMENT NO. 2 THIS AMENDING AGREEMENT NO. 2 ("AGREEMENT") is dated for reference the 4th day of September 2001. AMONG: 686545 ALBERTA INC., 1187247 ONTARIO INC. AND 1188273 ONTARIO INC. (together the "VENDORS") AND: JOE FRANKLIN, RUSSELL ROBERTS and FRANK DEL COGLIANO (collectively, the "PRINCIPALS") AND: COMMERCIAL CONSOLIDATORS CORP., 5255 Yonge Street, Suite 1010, Toronto, Ontario, M2N 6P4 (herein called the "PURCHASER"). WHEREAS: The parties hereto entered into a share purchase agreement dated for reference November 28, 2000 (the "SHARE PURCHASE AGREEMENT"), pursuant to which the Vendors sold to the Purchaser all of the outstanding shares in the capital of Max Systems Group, Inc., an Alberta corporation; and The parties hereto entered into an amending agreement to the Share Purchase Agreement da

Commercial Consolidators Corp – Schedule I to Share Purchase Agreement (September 17th, 2001)

1 EXHIBIT 4.37 Schedule I to Share Purchase Agreement Tri-Vu Interactive Corporation Statement of Income Fiscal Years Ended February 28 (amounts in CND$000's) Actual Forecast Forecast Forecast Forecast Forecast Forecast Feb 29/00 Feb 28/01 Mar-01 Apr-01 May-01 Jun-01 Jul-01 ------------------------------------------------------------------------ REVENUE Equipment sales 534 468 1 1 1 400 400 Other - - - - - Fees: Service 4

Commercial Consolidators Corp – AMENDING AGREEMENT (August 2nd, 2001)

1 EXHIBIT 4.36 AMENDING AGREEMENT THIS AGREEMENT dated for reference the 18th day of June, 2001 AMONG: 686545 ALBERTA INC., 1187247 ONTARIO INC. AND 1188273 ONTARIO INC. (together the "Vendors") AND: JOE FRANKLIN, RUSSELL ROBERTS, FRANK DEL COGLIANO (collectively, the "Principals") AND: COMMERCIAL CONSOLIDATORS CORP., 5255 Yonge Street, Suite 1010, Toronto, Ontario, M2N 6P4 (herein called the "Purchaser") WHEREAS: The parties hereto entered into a share purchase agreement dated for reference November 28, 2000 (the "Share Purchase Agreement"); The parties are desirous of amending the Share Purchase Agreement in the manner detailed herein. NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein set forth, and for other good and valuable considerat