Infe Human Resources Inc Sample Contracts

Infe Human Resources Inc – CALLABLE SECURED CONVERTIBLE NOTE (January 4th, 2008)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. The obligations of the Borrower under this Note shall be secured by that certain Security Agreement and Intellectual Property Security Agreement, each dated November 23, 2007 by and between the Borrower and the Holder.

Infe Human Resources Inc – Contract (January 4th, 2008)

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 23, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Infe Human Resources Inc – INFE - HUMAN RESOURCES, INC. 2007-2 EQUITY INCENTIVE PLAN (September 21st, 2007)
Infe Human Resources Inc – CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK of INFE HUMAN RESOURCES, INC. (May 9th, 2007)

I, Arthur Viola, the President and Chief Executive Officer of INFE HUMAN RESOURCES, INC., a corporation organized and existing under the Nevada General Corporation Law, DO HEREBY CERTIFY:

Infe Human Resources Inc – INFE HUMAN RESOURCES, INC. a Nevada corporation IRREVOCABLE PROXY COUPLED WITH AN INTEREST (May 1st, 2007)

THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. This Irrevocable Proxy is being given to Viola in connection with that certain Stock Purchase Agreement, by and between the Company and Gilsor Technology, Inc. and in connection with certain consulting and/or employment obligations of the Shareholder to the Company. All power and authority conferred under this Irrevocable Proxy shall not be terminated by any act of the undersigned or by operation of law, by death or incapacity of the undersigned, by lack of appropriate power or authority, or by the occurrence of any other event or events, except as expressly provided herein. If, after the execution of this Irrevocable Proxy, any such event or events shall occur, Viola is nevertheless authorized and directed to vote the shares in accordance with the terms of this Irrevocable Proxy as if such death, incapacity, lack of appropriate power or authority or other event or events had not occurred and regardless of n

Infe Human Resources Inc – STOCK PURCHASE AGREEMENT BY AND AMONG GILSOR TECHNOLOGY, INC. AND INFE-HUMAN RESOURCES, INC. April 25, 2007 STOCK PURCHASE AGREEMENT (May 1st, 2007)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 25, 2007, by and among GILSOR TECHNOLOGY HOLDINGS, INC., a Delaware corporation (“Gilsor”), Gilsor’s shareholders listed on the signature page hereto (the “Shareholders”) and INFE-HUMAN RESOURCES, INC., a Delaware corporation (“IFHR”). Gilsor, IFHR, and the Shareholders each, individually, a “Party” or, collectively, the “Parties.”

Infe Human Resources Inc – WARRANT (May 1st, 2007)

EXHIBIT 4.02 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF INFE-HUMAN RESOURCES, INC. THIS WARRANT, DATED AS OF APRIL 26, 2007, CERTIFIES THAT, FOR VALUE RECEIVED, Lloyd Glick (the "Holder"), is entitled to subscribe for and purchase from Infe- Human Resources, Inc., a Delaware corporation (the "Company"), 1,293,327 shares of Common Stock of the Company, at an exercise price of $.0001 per share (the "Exercise Price") subject to adjustment as provided herein. 1. Definitions. When used in this Warrant, the following terms shall have the meanings specified: a. "Common Stock" shall mean the common stock of the Company. b. "Convertible Securities" means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration

Infe Human Resources Inc – FOR THE PURCHASE OF SHARES OF (May 1st, 2007)

THIS WARRANT, DATED AS OF APRIL 26, 2007, CERTIFIES THAT, FOR VALUE RECEIVED, Jay O. Wright (the “Holder”), is entitled to subscribe for and purchase from Infe-Human Resources, Inc., a Delaware corporation (the “Company”), 1,293,326 shares of Common Stock of the Company, at an exercise price of 50% of the closing stock price of IFHR on the day before exercise (the “Exercise Price”) subject to adjustment as provided herein.

Infe Human Resources Inc – WARRANT (May 1st, 2007)

EXHIBIT 4.01 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF INFE-HUMAN RESOURCES, INC. THIS WARRANT, DATED AS OF APRIL 26, 2007, CERTIFIES THAT, FORVALUE RECEIVED, Jay O. Wright (the "Holder"), is entitled to subscribe for and purchase from Infe- Human Resources, Inc., a Nevada corporation (the "Company"), 1,000,000 shares of Common Stock of the Company, at an exercise price of $0.50 (the "Exercise Price") subject to adjustment as provided herein. 1. Definitions. When used in this Warrant, the following terms shall have the meanings specified: a. "Common Stock" shall mean the common stock of the Company. b. "Convertible Securities" means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration in cash or

Infe Human Resources Inc – INFE - HUMAN RESOURCES, INC. 2007 EQUITY INCENTIVE PLAN (February 7th, 2007)
Infe Human Resources Inc – Contract (August 1st, 2006)

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 29, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Infe Human Resources Inc – EMPLOYMENT AGREEMENT (August 1st, 2006)

THIS EMPLOYMENT AGREEMENT is entered into as of ________, 2006, between Infe-Human Resources of New York, a Nevada corporation (the “Company”) and Felix Pena (“Executive”).

Infe Human Resources Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (August 1st, 2006)

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – SECURITIES PURCHASE AGREEMENT (August 1st, 2006)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE, Human Resources, Inc., a Nevada corporation, with headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Infe Human Resources Inc – CALLABLE SECURED CONVERTIBLE NOTE (August 1st, 2006)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. The obligations of the Borrower under this Note shall be secured by that certain Security Agreement and Intellectual Property Security Agreement, each dated November 29, 2005 by and between the Borrower and the Holder.

Infe Human Resources Inc – SECURITY AGREEMENT (August 1st, 2006)

SECURITY AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – EMPLOYMENT AGREEMENT (August 1st, 2006)

THIS EMPLOYMENT AGREEMENT is entered into as of June 1, 2006, between Infe-Human Resources - Unity, Inc., a Nevada corporation (the “Company”) and Ludin Pierre (“Executive”).

Infe Human Resources Inc – REGISTRATION RIGHTS AGREEMENT (August 1st, 2006)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - Human Resources, Inc., a Nevada corporation with its headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

Infe Human Resources Inc – ASSET PURCHASE AGREEMENT (August 1st, 2006)

AGREEMENT made this day of March, 2006 by and among Infe-Human Resources of New York, Inc., a Nevada corporation (“Buyer”) and Express Employment Agency Corporation, a New Jersey corporation (“Seller”)

Infe Human Resources Inc – EMPLOYMENT AGREEMENT (July 19th, 2006)

THIS EMPLOYMENT AGREEMENT is entered into as of June 1, 2006, between Infe-Human Resources - Unity, Inc., a Nevada corporation (the “Company”) and Ludin Pierre (“Executive”).

Infe Human Resources Inc – ASSET PURCHASE AGREEMENT (July 19th, 2006)

AGREEMENT made this day of March, 2006 by and among Infe-Human Resources of New York, Inc., a Nevada corporation (“Buyer”) and Express Employment Agency Corporation, a New Jersey corporation (“Seller”)

Infe Human Resources Inc – REGISTRATION RIGHTS AGREEMENT (July 19th, 2006)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - Human Resources, Inc., a Nevada corporation with its headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

Infe Human Resources Inc – EMPLOYMENT AGREEMENT (July 19th, 2006)

THIS EMPLOYMENT AGREEMENT is entered into as of ________, 2006, between Infe-Human Resources of New York, a Nevada corporation (the “Company”) and Felix Pena (“Executive”).

Infe Human Resources Inc – CALLABLE SECURED CONVERTIBLE NOTE (July 19th, 2006)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. The obligations of the Borrower under this Note shall be secured by that certain Security Agreement and Intellectual Property Security Agreement, each dated November 29, 2005 by and between the Borrower and the Holder.

Infe Human Resources Inc – Contract (July 19th, 2006)

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 29, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

Infe Human Resources Inc – SECURITY AGREEMENT (July 19th, 2006)

SECURITY AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – SECURITIES PURCHASE AGREEMENT (July 19th, 2006)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE, Human Resources, Inc., a Nevada corporation, with headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Infe Human Resources Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (July 19th, 2006)

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – SECURITIES PURCHASE AGREEMENT (July 11th, 2006)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE, Human Resources, Inc., a Nevada corporation, with headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Infe Human Resources Inc – EMPLOYMENT AGREEMENT (July 11th, 2006)

THIS EMPLOYMENT AGREEMENT is entered into as of ________, 2006, between Infe-Human Resources of New York, a Nevada corporation (the “Company”) and Felix Pena (“Executive”).

Infe Human Resources Inc – ASSET PURCHASE AGREEMENT (July 11th, 2006)

AGREEMENT made this day of March, 2006 by and among Infe-Human Resources of New York, Inc., a Nevada corporation (“Buyer”) and Express Employment Agency Corporation, a New Jersey corporation (“Seller”)

Infe Human Resources Inc – SECURITY AGREEMENT (July 11th, 2006)

SECURITY AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – REGISTRATION RIGHTS AGREEMENT (July 11th, 2006)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2005, by and among INFE - Human Resources, Inc., a Nevada corporation with its headquarters located at 67 Wall Street, 22nd Floor, New York, NY 10005 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

Infe Human Resources Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (July 11th, 2006)

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of November 29, 2005, by and among INFE - , Human Resources, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

Infe Human Resources Inc – Contract (July 11th, 2006)

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF NOVEMBER 29, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.