Coffee Pacifica Inc Sample Contracts

Contract
Coffee Pacifica Inc • May 3rd, 2007 • Wholesale-groceries & related products • New York

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 UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COFFEE PACIFICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 23rd, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • New York

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of February ____, 2007, by and among Coffee Pacifica, Inc., a Nevada corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers").

GROWERS DIRECT COFFEE COMPANY, INC.
Management Agreement • November 24th, 2008 • Growers Direct Coffee Company, Inc. • Wholesale-groceries & related products • Nevada

This letter agreement (the “Agreement”) sets forth the services to be provided by Sean Tan (“Tan”) to Growers Direct Coffee Company, Inc. (the “Company”) and the terms and conditions under which such services shall be performed (the “Engagement”).

GROWERS DIRECT COFFEE COMPANY, INC.
Growers Direct Coffee Company, Inc. • August 22nd, 2008 • Wholesale-groceries & related products • Nevada

This letter agreement (the “Agreement”) sets forth the services to be provided by Mick Rynning (“Rynning”) to Growers Direct Coffee Company, Inc. (the “Company”) and the terms and conditions under which such services shall be performed (the “Engagement”).

CONSULTING AGREEMENT
Consulting Agreement • July 21st, 2004 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This Consulting Agreement ("Agreement") is to be effective as of the 15th day of July, 2004, by and between Coffee Pacifica, Inc. ("Company"), with offices located at Suite 102, 3663 E. Sunset Road, Las Vegas, Nevada 89120, and Robert J. Waters,("Consultant"), an individual having his principal address at 915 470 Granville Street, Vancouver, B.C. V6C 1V5.

COFFEE PACIFICA, INC. SUBSCRIPTION AGREEMENT
Agreement • February 24th, 2003 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This Subscription Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada.

COFFEE PACIFICA INC. Suite 527, Building 5, 2920 Green Valley Parkway, Henderson, Nevada, 89014
Management Agreement • July 13th, 2006 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by Terry Klassen ("Klassen") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

COFFEE PACIFICA INC. Suite 527, Building 5, 2920 Green Valley Parkway, Henderson, Nevada, 89014
Management Agreement • April 20th, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by Terry Klassen ("Klassen") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

EMPLOYMENT AGREEMENT RHONDA PENNER-DUNLOP
Employment Agreement Rhonda Penner-Dunlop • July 13th, 2006 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This Employment Agreement ("Agreement") is entered into as of the 1st day of July, 2006 by and between Rhonda Penner-Dunlop ("Executive") and Coffee Pacifica, Inc. a Nevada corporation (the "Company").

GROWERS DIRECT COFFEE COMPANY, INC.
Management Agreement • November 24th, 2008 • Growers Direct Coffee Company, Inc. • Wholesale-groceries & related products • Nevada

This letter agreement (the “Agreement”) sets forth the services to be provided by Nepal Muhuri (“Nepal”) to Growers Direct Coffee Company, Inc. (the “Company”) and the terms and conditions under which such services shall be performed (the “Engagement”).

COFFEE PACIFICA INC. Suite 527, Building 5, 2920 Green Valley Parkway, Henderson, Nevada, 89014
Management Agreement • February 15th, 2006 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by Shailen Singh ("Singh") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

COFFEE PACIFICA INC. Suite 1210 1200 West 73rd Avenue, Vancouver, BC Canada V6P 6G5 Tel: (604) 264 8012 Fax: (604) 264 8006 Email: shailen@coffeepacifica.com, Website: www.coffeepacifica.com
Coffee Pacifica • January 30th, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by David L. Kugelman ("Consultant") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

Stock Purchase And Sale Agreement
Stock Purchase and Sale Agreement • October 18th, 2005 • Coffee Pacifica Inc • Wholesale-groceries & related products • California

THIS STOCK PURCHASE AGREEMENT dated October 10, 2005 ("Agreement"), by and among Coffee Pacifica, Inc., a Company organized and existing under the laws of the State of Nevada having its corporate office at Suite 321, 2920 North Green Valley Parkway, Building 3, Henderson, Nevada 89014, ("Buyer"), and Orrel J. Lanter and Barry Berkowitz (collectively the "Sellers").

CONVERTIBLE NOTE
Coffee Pacifica Inc • March 23rd, 2007 • Wholesale-groceries & related products • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

CONSULTING AGREEMENT
Consulting Agreement • July 31st, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • California

THIS CONSULTING AGREEMENT ("Agreement") is entered into this 25Th day of July, 2007 by and between Coffee Pacifica Inc. ("The Company"), and Malone & Associates, LLC ("Consultant")

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 27th, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • Georgia

THIS AGREEMENT ("Agreement") is made as of the 27th day of July 2006, by and between Coffee Pacifica, a Nevada corporation (the "Company"), and JPC Capital Partners, Inc., a Delaware corporation (the "Agent").

COFFEE PACIFICA INC. Suite 1210 1200 West 73rd Avenue, Vancouver, BC Canada V6P 6G5 Tel: (604) 264 8012 Fax: (604) 264 8006 Email: shailen@coffeepacifica.com, Website: www.coffeepacifica.com
Coffee Pacifica Inc • January 24th, 2006 • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by Internet-IR Services Inc. ("Thomas") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

PRIVATE & CONFIDENTIAL October 1, 2007 Mr. Paul Khakshouri 435 5th Avenue New York, New York, 10016 Dear Mr. Paul Khakshouri: RE: MANAGEMENT AGREEMENT
Management Agreement • October 18th, 2007 • Coffee Pacifica Inc • Wholesale-groceries & related products • Nevada

This letter agreement (the "Agreement") sets forth the services to be provided by Paul Khakshouri ("Khakshouri") to Coffee Pacifica, Inc. (the "Company") and the terms and conditions under which such services shall be performed (the "Engagement").

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