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Contract (November 30th, 2006)

EXHIBIT 10.1 OMNIBUS AMENDMENT AND WAIVER This OMNIBUS AMENDMENT AND WAIVER (this "AMENDMENT"), dated as of November 27, 2006, is entered into by and between ISLAND PACIFIC, INC., a Delaware corporation (the "COMPANY"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("LAURUS"), for the purpose of amending and amending and restating and waiving certain terms of (i) the Amended and Restated Secured Term Note, dated as of November 17, 2005 (as amended and restated, amended, modified and/or supplemented from time to time, the "NOVEMBER 2005 BRIDGE NOTE") issued by the Company to Laurus, (ii) the Registration Rights Agreement by and between the Company and Laurus dated November 17, 2005 (as amended, modified or supplemented from time to time, the "NOVEMBER 2005 REG. RIGHTS AGREEMENT"), (iii) the Securities Purchase Agreement, dated as of November 17, 2005 (as amended, modified or supplemented from time to time, the "NOVEMBER 2005 PURCHASE AGREEME

Windswept Environmental Grp – Contract (October 5th, 2006)

OMNIBUS AMENDMENT This Omnibus Amendment, dated September 29, 2006, by and between Windswept Environmental Group, Inc., a Delaware corporation (the "Company") and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser") (this Agreement"). PREAMBLE WHEREAS, Reference is hereby made to each of the (i) Securities Purchase Agreement, dated June 30, 2005, between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Purchase Agreement"); (ii) Secured Convertible Term Note dated June 30, 2005, issued by the Company in favor of Purchaser, in the aggregate principal amount of $5,000,000.00 (as amended, modified or supplemented from time to time, the "Note"); (iii) Option Agreement (as amended, modified or supplemented from time to time, the "Option"), dated June 30, 2005, between the Purchaser and the Company granting Purchaser the right to purchase 30,395,179

New Century Energy – Contract (July 7th, 2006)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. AND GULF COAST OIL CORPORATION DATED: JUNE 30, 2006 TABLE OF CONTENTS ----------------- PAGE ---- 1. Agreement to Sell and Purchase 1 2. Fees 1 3. Closing, Delivery and Payment 2 3.1 Closing 2 3.2 Delivery 2 4. Representations and War

Reliant Home Warranty Corp – SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. RELIANT HOME WARRANTY CORPORATION Dated as of June 8, 2006 (June 13th, 2006)

TABLE OF CONTENTS Page ---- 1. General Definitions and Terms; Rules of Construction.....................................................1 2. Agreement to Sell and Purchase...........................................................................2 3. Closing, Delivery and Payment............................................................................3 4. Secured Revolving Loan Facility..........................................................................3 5. Repayment of the Loans...................................................................................5 6. Procedure for Loans..........................

Pervasip Corporation – Contract (June 8th, 2006)

Exhibit 10.4 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 31st day of May 2006 among eLEC COMMUNICATIONS CORP., a New York corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of a secured term note (the "Term Note"), and (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Warrant") in connection with the issuance of the Term Note; WHEREAS, the Company and the Purchaser wish the Purchaser to deliver to the Escrow Agent copies of the Documents (as hereafter defined) and the Escr

Osteologix Holdings PLC – Contract (May 31st, 2006)

Exhibit 10.2 FORM OF OSTEOLOGIX, INC. SUBSCRIPTION AGREEMENT Osteologix, Inc. 425 Market Street, Suite 2230 San Francisco, CA 94105 Attention: Chuck Casamento Ladies and Gentlemen: 1. Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby agrees to purchase from Osteologix, Inc. (the "Company") shares (the "Shares") of the Company's Common Stock, no par value per share (the "Common Stock") in the amount set forth on the signature page hereof. The minimum subscription for Shares shall be $100,000, however the Company may, in its discretion, accept less than the minimum subscription amount. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement") and the Private Placement Memorandum of the Company, dated April 28, 2006, as amended or supplemented from t

New Century Energy – Contract (May 3rd, 2006)

Exhibit 10.8 MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION THIS MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (this "Mortgage") is from GULF COAST OIL CORPORATION, a Delaware corporation ("Gulf Coast" and sometimes "Mortgagor"), to EUGENE GRIN, 825 Third Avenue, New York, New York 10022, as Trustee ("Trustee") for the benefit of LAURUS MASTER FUND, LTD., a Cayman Islands company ("Mortgagee"), dated as of April 26, 2006. RECITALS WHEREAS, pursuant to the terms of a Securities Purchase Agreement dated as of the date hereof between Gulf Coast and Mortgagee (as amended, modified, and supplemented from time to time, the "Securities Purchase Agreement") and the Related Agreements defined therein, Mortgagor is required to execute and deliver this Mortgage pursuant to which, among o

Texhoma Energy Inc – Contract (April 26th, 2006)

Exhibit 10.3 MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION MADE BY TEXAURUS ENERGY, INC., a Delaware corporation as "Mortgagor" and LAURUS MASTER FUND, LTD. a Cayman Islands company as "Mortgagee" MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION BE IT KNOWN, that on this 20th day of April, 2006, BEFORE ME, the undersigned Notary Public, duly commissioned as set forth below, and in the presence of the undersigned competent witnesses, PERSONALLY CAME AND APPEARED: TEXAURUS ENERGY, INC., a Delaware corporation ("Mortgagor"),

Texhoma Energy Inc – Contract (April 4th, 2006)

Exhibit 10.8 STOCK PLEDGE AGREEMENT ---------------------- This Stock Pledge Agreement (this "Agreement"), dated as of March , 2006, --------- --- among Laurus Master Fund, Ltd. (the "Pledgee"), Texhoma Energy, Inc., a Nevada ------- corporation (the "Company"), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a "Pledgor" and collectively, the "Pledgors"). ------- -------- BACKGROUND ---------- Texaurus Energy, Inc., a Delaware corporation ("Texaurus"), has entered -------- into a Securities Purchase Agreement, dated as of the date hereof (as amended, modified, restate

City Network Inc – Contract (April 4th, 2006)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 13, 2006, by and among CITY NETWORK, INC., a Nevada corporation (the "COMPANY"), and the Buyers listed on Schedule I attached hereto (individually, a "BUYER" or collectively "BUYERS"). WITNESSETH WHEREAS, the Company and the Buyers are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("REGULATION D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "SECURITIES ACT"); WHEREAS, on August 10, 2005, the Company and Highgate House Funds, Ltd. ("HIGHGATE") entered into the Securities Purchase Agreement (the "PRIOR SECURITIES PURCHASE AGREEMENT"), pursuant to which the Company issued the Am

American Oriental Bioengineering, Inc. – Contract (December 1st, 2005)

EXHIBIT 10.1 STOCK AND WARRANT PURCHASE AGREEMENT THIS STOCK AND WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among AMERICAN ORIENTAL BIOENGINEERING, INC., a Nevada corporation, with its principal offices at No. 308 Xuefu Road, Nangang District, Harbin, China 150086 (including its Subsidiaries as defined below, the "COMPANY"), and each person identified as an Investor on the signature pages hereto (collectively, the "INVESTORS"). WHEREAS, the Company desires to sell on a "best efforts-no minimum" basis, units (the "UNITS"), each Unit consisting of (i) one (1) share (each a "SHARE," collectively, the "SHARES") of the Company's common stock, par value $0.001 per share (the "COMMON STOCK"), and (ii) three-tenths of one warrant to acquire one share of the Common Stock, subject to adjustment, at an exercise price of $6.50 per share (each, a "WARRANT," an

Adal Group Inc – Contract (November 22nd, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT ----------------------------- LAURUS MASTER FUND, LTD. and ADAL GROUP, INC. Dated as of: November 21, 2005 TABLE OF CONTENTS Page 1. Agreement to Sell and Purchase.............................................1 2. Fees.......................................................................1 3. Closing, Delivery and Payment..............................................2 3.1 Closing...........................................................2 3.2 Delivery..........................................................2 4. Representations and Warranties of the Company..............................2 4.1 Organization, Good Standing and

a21, Inc. – Contract (October 25th, 2005)

Exhibit 10.28 EMPLOYMENT AGREEMENT This Agreement, dated as of October 1, 2005 (the "Effective Date"), is between Susan O. Chiang (the "Executive"), SuperStock Inc., a corporation formed under the laws of the State of Florida (the "Company") and a21, Inc., a corporation formed under the laws of the State of Texas ("a21"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive is willing to render services to the Company, on the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and promises hereinafter set forth, the parties hereto covenant and agree as follows: 1. EMPLOYMENT. The Company shall employ the Executive as its Executive Vice President and as an Executive of a21 with such title as may be mutually agreed upon by the Executive and a21, and the Exe

Greenfield Online, Inc. – Contract (September 29th, 2005)

Exhibit 10.56 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated September 28, 2005 between GREENFIELD ONLINE, INC., a Delaware corporation ("Company"), and ALBERT ANGRISANI ("Executive"). BACKGROUND The Company desires to obtain the services of Executive as its President and Chief Executive Officer, and Executive desires to secure employment from the Company upon the following terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows: TERMS SECTION 1. CAPACITY AND DUTIES 1.1 EMPLOYMENT; ACCEPTANCE OF EMPLOYMENT. Company hereby employs Executive and Executive hereby accepts employment by Company for the period and upon the terms and conditions hereinafter set forth. 1.2 CAPACITY AND DUTIES.

New Century Energy – Contract (September 22nd, 2005)

Exhibit 10.5 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 19th day of September, 2005 among New Century Energy Corp., a Colorado corporation (the "COMPANY"), Laurus Master Fund, Ltd. (the "PURCHASER"), and Loeb & Loeb LLP (the "ESCROW AGENT"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, Purchaser has advised Escrow Agent that the Company and the Purchaser have entered into a Securities Purchase Agreement ("PURCHASE AGREEMENT") for the sale by the Company to the Purchaser of a note ("NOTE"); and WHEREAS, the Company and the Purchaser wish the Purchaser to deliver to the Escrow Agent copies of the Documents (as hereafter defined) and the Escrowed Payment (as hereafter defined) to be held and released by Escrow Agent in accordance with the terms and conditions of this Agreement; and WHEREAS, the Escrow Agent is willing

Cardima – Contract (September 1st, 2005)

Exhibit 10.1 EXECUTION COPY LOAN AGREEMENT Dated as of August 28, 2005 by and between APIX INTERNATIONAL LIMITED ("Apix") and CARDIMA, INC. ("Borrower") TOTAL CREDIT AMOUNT: Up to $3,000,000 Maturity Date: February 28, 2006 Formula: None Facility Fee: $60,000 Interest: 10% per annum simple interest, fixed Exit Fee: Defined in Agreement The information set forth above is subject to the terms and conditions set forth in the balance of this Agreement. The parties agree as follows: LOAN AGREEMENT

Prime Star Group Inc – Contract (August 10th, 2005)

After recording, please return by mail to: LOEB & LOEB LLP 345 Park Avenue New York, New York 10154 Attention: Scott Giordano, Esq. Recorder's Use DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING made as of the 22nd day of July, 2005, by AMERICAN WATER STAR, INC., a Nevada corporation, having a mailing address of 4560 S. Decatur Boulevard, Suite 301, Las Vegas, Nevada, (the "Grantor" or "Trustor"), to Chicago Title Insurance Company, having a mailing address of 9747 North 90th Place, Suite 107, Scottsdale, Arizona 85258 (the "Trustee") for the benefit of LAURUS MASTER FUND, LTD., having a mailing address of 825 Third Avenue, 14th Floor, New York, New York (the "Beneficiary"). WITNESSETH, pursuant to a certain Securities Purchase Agreement dated as of October 26, 2004 by and between the Grantor and the Beneficiary (the `Purchase

a21, Inc. – Contract (May 13th, 2005)

EMPLOYMENT AGREEMENT This Agreement, dated as of May 1, 2005 (the "Effective Date"), is between Haim Ariav (the "Executive"), SuperStock Inc., a corporation formed under the laws of the State of Florida (the "Company") and a21, Inc., a corporation formed under the laws of the State of Texas ("a21"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive, and the Executive is willing to render services to the Company, on the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and promises hereinafter set forth, the parties hereto covenant and agree as follows: 1. EMPLOYMENT. The Company shall employ the Executive as its President, Chief Creative Officer, and he shall be Chief Creative Officer of a21, and the Executive hereby accepts such employment upon the terms and subject to the conditions hereinafter set forth, com

Creative Vistas Inc – Contract (February 2nd, 2005)

Exhibit 10.11 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 30th day of September, 2004 among Creative Vistas, Inc., an Arizona corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of a secured convertible term note (the "Term Note"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Term Note Warrant") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock underlyi

Small World Kids – Contract (December 20th, 2004)

EXHIBIT 10.1 REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH SMALL WORLD TOYS (BORROWER) December 15, 2004 REVOLVING CREDIT AND SECURITY AGREEMENT Revolving Credit and Security Agreement dated as of December 15, 2004 among SMALL WORLD TOYS, a corporation organized under the laws of the State of California ("Borrower"), the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as

Contract (December 9th, 2004)

CREDIT AGREEMENT THIS CREDIT AGREEMENT (the "Agreement") is made and entered into as of December 3, 2004, by and between GPS Industries, Inc., a Nevada corporation ("Borrower"), and Great White Shark Enterprises, Inc. and/or its assignee ("the Lender"), with reference to the following: WITNESSETH: WHEREAS, the Lender desires to make a Term Loan to Borrower, and Borrower desires to borrow from the Lender the amount of such Term Loan, subject to and in accordance with the terms and conditions set forth herein, and in the Note and the Security Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the delivery, receipt, and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following mean

a21, Inc. – Contract (October 12th, 2004)

SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") is made as of this 17th day of September, 2004, by and between SUPERSTOCK, INC., a Florida corporation, an address of which is 7660 Centurion Parkway, Jacksonville, Florida 32256 ("Landlord") and RECRUITMAX SOFTWARE, INC., a Delaware corporation, an address of which is 240 Ponte Vedra Park Drive, FL 2, Ponte Vedra Beach, Florida 32082 ("Tenant"). BACKGROUND FACTS A. By Lease Agreement dated as of June 30, 2004 (as the same may be amended or otherwise modified from time to time, the "Master Lease") by and between NL VENTURES IV CENTURION, L.P. ("Master Landlord"), as landlord, and Landlord, as tenant, Master Landlord leased to Landlord, as tenant, that certain real property located at 7660 Centurion Parkway, Jacksonville, Florida, together with the Improvements (as defined in the Master Lease) located thereon, consisting of a building (the "Building") located in Deerwood Park which shall

Creative Vistas Inc – Contract (October 6th, 2004)

\ Exhibit 10.11 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 30th day of September, 2004 among Creative Vistas, Inc., an Arizona corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of a secured convertible term note (the "Term Note"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Term Note Warrant") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreemen

Sipp International I – Contract (July 29th, 2004)

SHARE EXCHANGE AGREEMENT AMONG INDUSTRIES INTERNATIONAL INCORPORATED UNICAL ENTERPRISES, INC. AND THE SHAREHOLDERS OF UNICAL ENTERPRISES, INC. LISTED ON SCHEDULE 1 DATED AS OF July 27, 2004 TABLE OF CONTENTS Page INDEX OF SCHEDULES AND EXHIBITS...............................................iv ARTICLE I. EXCHANGE OF SHARES..................................................1 1.1 Agreement to Sell....................................................1 1.2 Purchase Price.......................................................1 1.3 Mechanics of Exchange................................................2 1.4

a21, Inc. – Contract (July 14th, 2004)

LEASE AGREEMENT between NL VENTURES IV CENTURION, L.P. as Landlord and SUPERSTOCK, INC. as Tenant TABLE OF CONTENTS PAGE ARTICLE I Section 1.01 Lease of Premises; Title and Condition.........................1 Section 1.02 Use............................................................2 Section 1.03 Term...........................................................2 Section 1.04 Options To Extend the Term.....................................2 Section 1.05 Rent...........................................................3 ARTICLE II Section 2.01 Maintenance and Repair..............

Datalogic International – Contract (July 9th, 2004)

Exhibit 10.8 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 25th day of June, 2004 among DATALOGIC INTERNATIONAL, INC., a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of a secured convertible term note (the "Term Note"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Term Note Warrant") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock underlying the Term Note and the Term Note Warrant (the "Term Note Registration R

Enerlume Energy Management – Contract (July 6th, 2004)

EXHIBIT 10.72 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 23rd the day of June, 2004 among HOST AMERICA CORPORATION, a Colorado corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of (i) a secured convertible term note A (the "Term Note A") and (ii) a secured convertible term note B (the "Term Note B"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Term Note Warrant") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock under

Secured Digital Applications – Contract (June 8th, 2004)

Exhibit 10.8 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 28th day of May, 2004 among SECURED DIGITAL APPPLICATIONS, INC., a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Term Note Purchase Agreement") for the sale by the Company to the Purchaser of a secured convertible term note (the "Term Note"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "Term Note Warrant") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock und

Pacific Biomarkers Inc – Contract (June 7th, 2004)

Exhibit 10.8 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 28th day of May, 2004 among Pacific Biometrics, Inc., a Delaware corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "Purchase Agreement") for the sale by the Company to the Purchaser of a secured convertible term note (the "Term Note"), (b) the Company has issued to the Purchaser common stock purchase warrants (collectively, the "Term Note Warrants") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock underlying the Ter

Small World Kids – Contract (June 4th, 2004)

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of May 20, 2004, by and between SAVON TEAM SPORTS, INC., a Utah corporation ("Borrower"), and SWT, LLC, a Delaware limited liability company ("Lender"). WITNESSETH: WHEREAS, Lender desires to make a Term Loan to Borrower, and Borrower desires to borrow from Lender the amount of such Term Loan, subject to and in accordance with the terms and conditions set forth herein, and in the Term Note and the Pledge Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the delivery, receipt, and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meaning

Contract (May 28th, 2004)

EXHIBIT 10.1 Share Exchange Agreement This Share Exchange Agreement, dated as of May 25, 2004, is made by and among TRIDENT ROWAN GROUP, INC., a Maryland corporation (the "Acquiror"), each of the Persons listed on Exhibit A hereto (collectively, the "Shareholders", and individually a "Shareholder"), and COMTECH GROUP, INC., a Cayman Islands company (the "Company"). BACKGROUND The Shareholders have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Shareholders, all of the Shares, which Shares constitute 100% of the outstanding Common Stock of the Company, in exchange for 42,000,000 shares of the Acquiror's Common Stock, subject to adjustment pursuant to Section 10.15 (the "Acquiror Shares") on the terms and conditions as set forth herein. SECTION I DEFINITIONS Unless the context otherwise requires,

Hull Energy Inc – Contract (May 25th, 2004)

Exhibit 10.10 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 14the day of May, 2004 among XSTREAM BEVERAGE GROUP, INC., a Nevada corporation (the "COMPANY"), Laurus Master Fund, Ltd. (the "PURCHASER"), and Loeb & Loeb LLP (the "ESCROW AGENT"): W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Purchaser has advised the Escrow Agent that (a) the Company and the Purchaser have entered into a Securities Purchase Agreement (the "PURCHASE AGREEMENT") for the sale by the Company to the Purchaser of a secured convertible term note (the "TERM NOTE"), (b) the Company has issued to the Purchaser a common stock purchase warrant (the "TERM NOTE WARRANT") in connection with the issuance of the Term Note, and (c) the Company and the Purchaser have entered into a Registration Rights Agreement covering the registration of the Company's common stock underlying

Cbr Brewing Co Inc – Contract (December 30th, 2003)

Exhibit 10.1 EXECUTION COPY -------------- MANUFACTURING LICENSE AGREEMENT THIS AGREEMENT dated the 5th day of September 2003 BETWEEN: PABST BREWING COMPANY A DELAWARE CORPORATION, U.S.A. having offices at 121 Interpark Boulevard Suite 300 San Antonio, Texas United States of America (hereinafter referred to as "Licensor") and INNO UP LIMITED, A BRITISH VIRGIN ISLANDS CORPORATION having offices at 23/F., Hang Seng Causeway Bay Building 28 Yee Wo Street Causeway Bay

EP MedSystems, Inc. – Contract (September 12th, 2003)

Page 1. (a) General Definitions...........................................................................1 (b) Accounting Terms..............................................................................1 (c) Other Terms...................................................................................1 (d) Rules of Construction.........................................................................1 2. Loans. ..............................................................................................2 3. Repayment of the Loans.................................................................................3 4. Procedure for Loans....................................................................................3 5. Interest and Payments..................................................................................4 (a) Interest...................................................

Contract (August 8th, 2003)