sb-2 Sample Contracts

Enox Biopharma IncARTICLE I. APPOINTMENT (February 4th, 2008)
Enox Biopharma IncARTICLE I. APPOINTMENT (February 4th, 2008)
Enox Biopharma IncARTICLE I. APPOINTMENT (February 4th, 2008)
Enox Biopharma IncExhibit 99 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS ... (February 4th, 2008)
Title Starts Online, Inc.SUBSCRIPTION AGREEMENT (February 4th, 2008)

THIS SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________, 2008, by and among Title Starts Online, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).

Industrial Minerals IncINDUSTRIAL MINERALS, INC. SUBSCRIPTION AGREEMENT The shares of Industrial Minerals, Inc. to be subscribed for are to be purchased pursuant to available exemptions under applicable Securities Laws. (February 1st, 2008)

This Subscription Agreement is made as of the ___ day of ________, 2007 between Industrial Minerals, Inc., a Delaware corporation having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario, L6J 7L7 (the “Company”) and the undersigned subscriber, Mr. ___________, having an address at * (the “Subscriber”).

Industrial Minerals IncConsulting Services Agreement (February 1st, 2008)

This Consulting Services Agreement is made as of the 1st day of October, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario, Canada L6J 7L7 (“IMI”), and Mr. Cam Birge, Businessman, having an address at: P.O. Box 415, Shawnigan Lake, B.C. Canada VOR 2WO (the “Consultant”).

Industrial Minerals IncEMPLOYMENT AGREEMENT (February 1st, 2008)

INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. DAVID J. WODAR (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows:

Industrial Minerals IncConsulting Services Agreement (February 1st, 2008)

This Consulting Services Agreement is made as of the 1st day of July, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (“IMI”), and Mr. A. John Carter, Businessman, having an address at 73 Raymar Place, Oakville, Ontario L6J 6M1 (the “Consultant”).

Industrial Minerals IncEMPLOYMENT AGREEMENT (February 1st, 2008)

INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. ROBERT DINNING (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows:

Kingsley Resources, Inc.Boundary Bay Resources Corporation Kelowna, BC Canada V1Y8C1 Dear Sir: Subject: East Holley Area/DeSoto Parish, La. (February 1st, 2008)

The following hereby summarizes the terms and conditions of the agreement by and between Kingsley Resources Inc., hereinafter referred to as “Seller,” and Boundary Bay Resources Corporation, hereinafter referred to as “Purchaser”, covering the East Holley Area, DeSoto Parish, Louisiana.

Industrial Minerals IncRELEASE AND SETTLEMENT AGREEMENT (February 1st, 2008)
Alert Merchant Services, Inc.EMPLOYMENT AGREEMENT (February 1st, 2008)

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Alert Merchant Services, Inc., a Florida corporation, (the “Company”), and Rene Morissette (“Employee”) effective as of January 4, 2008 or the actual date Employee first reports for work ("Start Date").

Winraise Group Inc.ARTICLES OF AGREEMENT (February 1st, 2008)
Industrial Minerals IncSTOCK OPTION GRANT AGREEMENT (February 1st, 2008)
Industrial Minerals IncEMPLOYMENT AGREEMENT (February 1st, 2008)

INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. PAUL COOPER (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows:

Kingsley Resources, Inc.PERMIAN BASIN ACQUISITION FUND Mineral Company WATTS (800) 488-4042 Telephone (432) 684-4042 (February 1st, 2008)

This agreement dated December 11, 2007, is between Permian Basin Acquisition Fund (“Assignor”) whose address is P.O. Box 3579, Midland, TX 79702 and Kingsley Resources, Inc. (“Assignee”) whose address is 1936 Alcoba Ridge Dr., Las Vegas, Nevada 89135. In consideration of the mutual promises herein, the benefits to be derived by each party hereunder, the payment of One Hundred Thousand Dollars ($100,000.00) from Assignee to Assignor contemporaneously with the execution hereof, the receipt of which is hereby acknowledged by Assignor, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

Industrial Minerals IncASSIGNMENT OF LEASE (February 1st, 2008)
Plata Resources, Inc.AGREEMENT (February 1st, 2008)

This agreement made and entered into the 20th day of July, 2007, by and between Action Stock Transfer Corporation hereinafter referred to as Action and Plata Resources, Inc. hereinafter referred to as the Company.

Industrial Minerals IncOPTION AGREEMENT (February 1st, 2008)

WHEREAS Westland and McLean, Tagliamonte and Lacombe entered into an Option Agreement dated the 12th day of September, 2001 with respect to leased mining claims in the Township of Maria, in the Province of Ontario, further described in the Schedule “A” attached, the “Property”).

Industrial Minerals IncTHIS LEASE made as of the 29th day of June, 2007 (February 1st, 2008)

The parties hereto agree that when used in this Lease or in any Schedule attached to this Lease the following words or expressions have the meaning hereinafter set forth. 1.01 "Building" means all those lands located in the Province of Ontario, known municipally as Suite 100, 2904 South Sheridan Way, Oakville, being more particularly described in Schedule "A" attached hereto or as such lands may be altered, expanded or reduced from time to time and the buildings, improvements, equipment and facilities erected thereon or situate from time to time therein, and includes those areas, if any, designated or intended to be leased for retail, service, office and storage purposes and those areas not so designated or intended and all Common Areas and Facilities.

Alert Merchant Services, Inc.EMPLOYMENT AGREEMENT (February 1st, 2008)

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Alert Merchant Services, Inc., a Florida corporation, (the “Company”), and Venancio Pardo(“Employee”) effective as of January 4, 2008 or the actual date Employee first reports for work ("Start Date").

Industrial Minerals IncCONSULTING SERVICES AGREEMENT (February 1st, 2008)

This Consulting Services Agreement is made as of the 3rd day of April, 2007 between O2 LTD., an Ontario corporation (the "Consultant") and INDUSTRIAL MINERALS, INC. a Delaware corporation (the "Company").

Industrial Minerals IncASSIGNMENT OF LEASE (February 1st, 2008)
MD Holding CorpSTOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among a Nevada Corporation and a Maryland Corporation effective as of January 15, 2007 (February 1st, 2008)

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 15th day of January, 2007 by and among MD Holdings Corp, a Nevada corporation ("MD Holdings"), and MD Mortgage Corporation, a Maryland corporation ("MD Mortgage"), and the shareholders of MD Mortgage Corporation.

Industrial Minerals IncConsulting Services Agreement (February 1st, 2008)

This Consulting Services Agreement is made as of the 1st day of October, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario, Canada L6J 7L7 (“IMI”), and P.A. Hynek & Associates, Company of Businessman Paul Hynek, having an address at: 2439 Newport Street, Burlington, ON L7M 3Y1 (the “Consultant”).

Kingsley Resources, Inc.KINGSLEY RESOURCES, INC. STOCK OPTION AGREEMENT (February 1st, 2008)

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

China Powersoft Technologies, IncSTOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among CHINA POWERSOFT TECHNOLOGIES, INC. A Delaware Corporation and POWER SOFT TECHNOLOGY CO., LIMITED A Hong Kong Corporation Effective as of September 25, 2007 (February 1st, 2008)

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 25th day of September, 2007, by and among CHINA POWERSOFT TECHNOLOGIES, INC a Delaware Corporation with its principal place of business at Room 603, Building B2, 359 Xinyu Road, Tri-cel Century Fortune Plaza, High-Tech Zone, Jinan, Shandong, China ("CPWSF INC"), POWER SOFT TECHNOLOGY CO., LIMITED , a Hong Kong corporation with its principal place of business located at Room 1005 Wing Yue Bldg, 60-64 Des Voeux Rd West Hong Kong ("PS LTD"); and the shareholders of CHINA POWER SOFT TECHNOLOGY CO., LIMITED (“Shareholders”) (collectively PS LTD and the PS LTD shareholders shall be known as the “PS LTD Group”).

Kingsley Resources, Inc.OIL AND GAS LEASE (February 1st, 2008)

AGREEMENT, Made and entered into the 13 day of June 2007 by and between Gerald W. Bredemeier and Virginia Lois Miller Bredemeier, his wife, whose mailing address is 240 HWY 36 Phillipsburg, Kansas 67661, hereinafter called Lessor (whether one or more), and J. Fred Hambright, Inc., 1415 KSB&T Bldg. Wichita, Kansas 67202, hereinafter called Lessee:

El Maniel International IncSTOCK PURCHASE AGREEMENT AND SHARE EXCHANGE By and among El Maniel International, Inc. A Nevada Corporation And El Maniel Cigar Company A Nevada Corporation Effective as of September 28, 2007 (February 1st, 2008)

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 28th day of September, 2007, by and among El Maniel International, Inc., a Nevada corporation with its principal place of business located at 7424 Brighton Village Drive, Raleigh NC 27616 ("EMI"); El Maniel Cigar Company, a Nevada Corporation with its principal place of business at 7424 Brighton Village Drive, Raleigh NC 27616 ("EMC").

Chindia, IncESCROW AGREEMENT (February 1st, 2008)

This escrow agreement is executed on the 1st day of February, 2008 by and between CHINDIA, INC. (the “Issuer”) whose corporate address is 2065 Lanihuli Drive, Honolulu, Hawaii 96822 and R.V. Brumbaugh, Esq. (the “Escrow Agent”) whose law firm address 417 W. Foothill Boulevard, PMB B-175, Glendora, California 91741.

USA Therapy IncESCROW AGREEMENT (February 1st, 2008)

This escrow agreement is executed on the 31st day of January, 2008 by and between USA THERAPY, INC. (the “Issuer”) whose corporate address is 11099 Caramel Crest Court, Las Vegas, Nevada 89135 and R.V. Brumbaugh, Esq. (the “Escrow Agent”) whose law firm address 417 W. Foothill Boulevard, PMB B-175, Glendora, California 91741.

Rhino Productions, Inc.Subscription Agreement (February 1st, 2008)

o Joint Tenants with rights of Survivorship o Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:

USA Therapy IncSubscription Agreement (February 1st, 2008)
Chindia, IncSubscription Agreement (February 1st, 2008)