10qsb Sample Contracts

Vitro Diagnostics IncExhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT (September 22nd, 2008)
Ariel Way IncAGREEMENT AND PLAN OF MERGER by and among ARIEL WAY, INC., SYREI ACQUISITION LTD., SYREI HOLDING UK LIMITED, SYREI AB, AND SYREI LIMITED AMENDMENT NO. 2 Dated as of July 1, 2008 (September 18th, 2008)

THE AGREEMENT AND PLAN OF MERGER, dated as of January 31, 2008 (the "Agreement"), is herewith amended as Amendment No. 2 dated as of July 1, 2008 as follows:

Ariel Way IncAMENDMENT NO. 1 TO ACQUISITION PROMISSORY NOTE (September 18th, 2008)

THIS AMENDMENT NO. 1 TO ACQUISITION PROMISSORY NOTE (this “Amendment Agreement”) is made and entered into effective as of June 30, 2008, by and between Ariel Way, Inc., a Florida corporation (the “Company”), and Melody Mayer (the “Lender”). Except as otherwise indicated, defined terms used herein shall have the same meaning as set forth in the Acquisition Promissory Note (the “Note”) issued by the Company to the Lender on or about April 30, 2008 (the “Note”), pursuant to the terms of Section 1.7(b) of the Agreement and Plan of Merger, dated effective as of April 30, 2008 (the “Merger Agreement”), by and among the Company, Lime Truck, Inc, a Delaware corporation (formerly, Lime Truck Acquisition Corporation) (“Lime Truck”), Lime Media, LLC, a Texas limited liability company (“Lime Media”), Lime Media Group, Inc., a Texas corporation (formerly, Lime Truck, Inc.) (“Lime Media Group”), Melody Mayer, Heath Hill, and Charles Warren.

Ariel Way IncACQUISITION PROMISSORY NOTE by and among ARIEL WAY, INC., AND SYREI LIMITED AMENDMENT NO. 2 Dated as of July 1, 2008 (September 18th, 2008)

THE ACQUISITION PROMISSORY NOTE, dated as of January 31, 2008 (the "Note"), is herewith amended as Amendment No. 2 dated as of July 1, 2008 as follows:

Ariel Way IncAMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (September 18th, 2008)

THIS AMENDMENT NO 1. TO AGREEMENT AND PLAN OF MERGER (this “Amendment Agreement”) is made and entered into effective as of June 30, 2008, by and among Ariel Way, Inc., a Florida corporation (“Buyer”), Lime Truck, Inc., a Delaware corporation (formerly, Lime Truck Acquisition Corporation) (“Buyer Sub”), Lime Media Group, Inc., a Texas corporation (formerly, Lime Truck, Inc.) (“Company Affiliate”), Melody Mayer (“Mayer”), Heath Hill (“Hill”) and Charles Warren (“Warren”). Except as otherwise indicated, defined terms used herein shall have the same meaning as set forth in the Agreement and Plan of Merger, dated effective as of April 30, 2008 (the “Merger Agreement”), by and among the foregoing parties and Lime Media, LLC, a Texas limited liability company (“Lime Media”).

Highwater Ethanol LLCPortions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.*** CenterPoint Energy Natural Gas Service Agreement With Highwater Ethanol, LLC (September 15th, 2008)

This Natural Gas Service Agreement (“Agreement”) dated this 26th day of June, 2008, is by and between CenterPoint Energy Resources Corp., d.b.a. CenterPoint Energy Minnesota Gas (“CenterPoint Energy”) 800 LaSalle Plaza, Floor 14, Minneapolis, MN 55459-0038 and Highwater Ethanol, LLC (“Highwater”), 205 Main Street, Box 96, Lamberton, MN 56152.

Highwater Ethanol LLCGENERAL CONTRACT (September 15th, 2008)

THIS AGREEMENT, made this 30 day of July, 2008 by and between Highwater Ethanol, LLC, a corporation organized and existing under the laws of the State of Minnesota, hereinafter called Owner, party of the first part, and L.A. Colo. LLC, hereinafter called the Contractor, party of the second part.

Kunekt CorpDOMAIN NAME ASSIGNMENT AGREEMENT (September 8th, 2008)

WHEREAS Mark Bruk, a Canadian resident having a principal place of residence at Suite 302, 738 Broughton Street, Vancouver, British Columbia, Canada V6G3A7 (“Transferor”), has adopted, used and registered with an InterNIC domain name registrar the following domains:

Kunekt CorpPATENT LICENSE AND ROYALTY AGREEMENT (September 8th, 2008)

Effective as of June 16, 2008, (“Effective Date”), MARK BRUK, an individual having a place of residence at #302 - 738 Broughton Street, Vancouver, British Columbia, Canada V6G3A7 (“BRUK”), and KUNEKT CORPORATION, a Nevada corporation having a principal place of business at 112 North Curry Street, Carson City, Nevada, U.S.A. 89703-4934 (“LICENSEE”), agree as follows:

Scout Exploration, IncGENERAL SECURITY AGREEMENT (August 21st, 2008)

WHEREAS all of the shares of the Debtor (hereinafter “the Shares”) were sold by the Secured Party to Scout Exploration Inc. (hereinafter the “Purchaser”) pursuant to a Share Purchase Agreement dated effective the 1st day of January, 2008 (hereinafter the “Effective Date”).

Scout Exploration, IncTHIS MANAGEMENT AGREEMENT made this 1st day of January, 2008 BETWEEN SCOUT EXPLORATION INC., a body corporate, having offices in the City of Calgary in the Province of Alberta (hereinafter referred to as "Scout") And KERRISDALE CONSULTING INC., a body ... (August 21st, 2008)

WHEREAS Scout wishes to retain the services of the Consultant for the purposes of performing the duties and functions of a Manager and a Geologist of Scout and to provide geological advice and expertise, all on the terms and conditions and to the extent hereinafter set forth.

Scout Exploration, IncSHARE PURCHASE AGREEMENT (August 21st, 2008)

KERRISDALE RESOURCES LTD., a company duly incorporated under the laws of the Province of Alberta, and having an office at Suite 600, 600 - 6th Avenue S.W., Calgary, Alberta, T2P 0S5;

IntelliHome, Inc.AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (August 20th, 2008)

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”) is made this 19th day of August 2008 by and among INTELLIHOME, INC. (the “Company”), a Texas corporation, MARK TRIMBLE, an individual residing in Katy, Texas (“Trimble”), and the Purchasers.

Beacon Enterprise Solutions Group IncBEACON ENTERPRISE SOLUTIONS GROUP, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after _________, 2013) (August 19th, 2008)

This certifies that for value, [INVESTOR NAME], or registered assigns (the “Holder”), is entitled, subject to the terms set forth below, at any time from and after _________, 2008 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on _________, 2013 (the “Expiration Date”), to purchase from Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Company”), ____________________ (_______) shares (subject to adjustment as described herein), of common stock, par value $0.001 per share, of the Company (the “Common Stock”), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States or otherwise as hereinafter provided, at an initial exercise price per share of $1.20 (the “Purchase Price”). The Purchase Price is subject to further adjustment as provided in Section 4 below.

Beacon Enterprise Solutions Group IncREGISTRATION RIGHTS AGREEMENT (August 19th, 2008)
Beacon Enterprise Solutions Group IncBEACON ENTERPRISE SOLUTIONS GROUP, INC. WARRANT TO PURCHASE 25,000 SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after July __, 2013) (August 19th, 2008)

This certifies that for value, ________________, or his registered assigns (the “Holder”), is entitled, subject to the terms set forth below, at any time from and after July __, 2008 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on July __, 2013 (the “Expiration Date”), to purchase from Beacon Enterprise Solutions Group, Inc., f/k/a Suncrest Global Energy Corp., a Nevada corporation (the “Company”), Twenty-Five Thousand (25,000) shares (subject to adjustment as described herein), of common stock, par value $0.001 per share, of the Company (the “Common Stock”), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States or otherwise as hereinafter provided, at an initial exercise price per share of $1.00 (the “Purchase Price”). The Purchase Price is subject to further adjust

Magnum dOr Resources IncLEASE AGREEMENT ENTERED INTO: (August 19th, 2008)

BY AND BETWEEN: Orange Peach Real Estate Inc./ Immeubles Orange Peach Inc., a body corporate duly incorporated pursuant to the Canada Business Corporations Act, having its head or registered office at 175 Péladeau, in the City of Magog, judicial district of Saint-François, Province of Quebec, J1X 5G9, represented by Mr. Dieter Hermann Raschke, its director, who is duly authorized to act herein;

4net Software IncARTICLE 1 (August 15th, 2008)
Applied Dna Sciences IncDIRECTOR STOCK OPTION AGREEMENT UNDER THE APPLIED DNA SCIENCES, INC. (August 14th, 2008)
Cardinal Ethanol LLCTRICANTER PURCHASE AND INSTALLATION AGREEMENT (August 14th, 2008)

THIS TRICANTER PURCHASE AND INSTALLATION AGREEMENT (“Agreement”) is made and entered into on this 27th day of June, 2008, by and between ICM, Inc., a Kansas corporation (“Seller”) and Cardinal Ethanol, LLC, a(n) Indiana limited liability company (“Buyer”).

IdeaEdge, IncFinder Agreement (August 14th, 2008)

This Finder Agreement (“Agreement”) is made and entered into as of August 12, 2008 and is effective June 1, 2008 by and between IdeaEdge, Inc., a California corporation (“Company”), and SPN Investments, Inc. (or its associates or designees) (“Finder”), with reference to the following facts:

Cardinal Ethanol LLCTHIRD AMENDMENT OF CONSTRUCTION LOAN AGREEMENT (August 14th, 2008)

THIS THIRD AMENDMENT OF CONSTRUCTION LOAN AGREEMEN’T (“Amendment”) is made this 31st day of July, 2008 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“Bank”) and CARDINAL ETHANOL, LLC, an Indiana limited liability company (“Borrower”). This Amendment amends that certain Construction Loan Agreement dated December 19, 2006 between Bank and Borrower (“Loan Agreement”).

Applied Dna Sciences IncEMPLOYEE STOCK OPTION AGREEMENT UNDER THE APPLIED DNA SCIENCES, INC. (August 14th, 2008)
Cardinal Ethanol LLCSpace Above This Line For Recording Data] FIRST AMENDMENT OF CONSTRUCTION LOAN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (August 14th, 2008)

THIS FIRST AMENDMENT OF CONSTRUCTION LOAN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (“Amendment”) is made as of July 31, 2008, between CARDINAL ETHANOL, LLC, an Indiana limited liability company (“Mortgagor”), whose address is 1554 N, 600 E., Union City, Indiana 47390 and FIRST NATIONAL BANK OF OMAHA, a National Banking Association (“Mortgagee”), whose address is 1620 Dodge Street, Stop 1050, Omaha, Nebraska 68197-1050, and amends that certain Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated December 19, 2006 (“Mortgage”) executed and delivered by Mortgagor in favor of Mortgagee and recorded in the mortgage records of Randolph County, Indiana as Instrument No. 2006-6145 on December 21, 2006.

IdeaEdge, IncCHANGE OF CONTROL AGREEMENT (August 14th, 2008)

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is entered into effective as of August 12, 2008 (the “Effective Date”) by and between IdeaEdge, Inc., a Colorado corporation (the “Company”), and Jonathan Shultz (the “Executive”), with reference to the following:

Gammacan International IncContract (August 14th, 2008)

AMENDMENT AGREEMENT, dated as of June ___, 2008 (this “Agreement”), among ARP BIOMED, LTD., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at 50 Dizingoff Street, Migdal Al, Tel Aviv, 64322 (“Seller”), and GAMMACAN INTERNATIONAL, INC., a corporation incorporated under the laws of the State of Delaware, with its business address for purposes hereof at 39 Jerusalem Street, Kiryat Ono, 55423, Israel (the “Purchaser”). Each of Seller and Purchaser is herein referred to as a “Party”, and collectively, the “Parties”.

Organic Sales & Marketing IncExhibit 3.3 EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement") is made and effective as of May 3, 2008 (the "Effective Date") by and between Microbial Technologies Limited, a company registered in the United Kingdom with an ... (August 14th, 2008)
Green Builders, IncGREEN BUILDERS, INC. CONSULTING AGREEMENT (August 14th, 2008)

This Consulting Agreement (“Agreement”) is made and entered into as of the 13th day of May, 2008 by and between Green Builders, Inc., a Texas corporation (the “Company”), and Audrey Wilson (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

Coffee Exchange, Inc.CONTENTS (August 6th, 2008)
Laureate Resources & Steel Industries Inc.LAUREATE RESOURCES & STEEL INDUSTRIES INC. DIRECTOR AGREEMENT (July 21st, 2008)

DIRECTOR AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Laureate Resources & Steel Industries Inc. (the “Company”), and the signatory hereto (“Director”).

Laureate Resources & Steel Industries Inc.LAUREATE RESOURCES AND STEEL INDUSTRIES INC. DIRECTOR AGREEMENT (July 21st, 2008)

DIRECTOR AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Laureate Resources and Steel Industries Inc. (the “Company”), and the signatory hereto (“Director”).

Laureate Resources & Steel Industries Inc.MINERAL CLAIM PURCHASE AGREEMENT BY AND BETWEEN LAUREATE RESOURCES & STEEL INDUSTRIES INC. AND TERRACAN RESOURCES LTD. (July 21st, 2008)

THIS MINERAL CLAIM PURCHASE AGREEMENT (this “Agreement”), dated May 28, 2008, is entered into by and between Laureate Resources & Steel Industries Inc., a Nevada corporation having its principal offices at 245 Park Avenue, 24th Floor, New York, NY 10167 (the “Seller”) and Terracan Resources Ltd., a company incorporated pursuant to the laws of British Columbia having its principal offices at 12456 23A Avenue, Surrey, British Columbia (the “Purchaser”).

Laureate Resources & Steel Industries Inc.KINGSTON MINES LTD. DIRECTOR AGREEMENT (July 21st, 2008)

DIRECTOR AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Kingston Mines Ltd. (the “Company”), and the signatory hereto (“Director”).

Laureate Resources & Steel Industries Inc.LAUREATE RESOURCES AND STEEL INDUSTRIES INC. DIRECTOR AGREEMENT (July 21st, 2008)

DIRECTOR AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Laureate Resources and Steel Industries Inc. (the “Company”), and the signatory hereto (“Director”).

Laureate Resources & Steel Industries Inc.AMENDMENT NO. 1 TO LAUREATE RESOURCES & STEEL INDUSTRIES INC. COMMON STOCK PURCHASE WARRANT “A-1” (July 21st, 2008)

THIS AMENDMENT NO. 1 TO THE COMMON STOCK PURCHASE WARRANT “A-1” (this “Amendment”) is made as of May 22, 2008, by and between LAUREATE RESOURCES & STEEL INDUSTRIES INC. (the “Company”) and ARIMATHEA LIMITED, or its registered assigns (the “Warrant Holder”). The parties hereto herby agree, for value received, to amend that certain Common Stock Purchase Warrant “A-1,” issued as of May 10, 2008 (the “Warrant”), as set forth below. Capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Warrant.