Centale – Contract (July 14th, 2006)
AGREEMENT IN SATISFACTION DATE: February 1, 2006 PARTIES: "Todd" Thaddeus A Wier, Jr. 1699 Sweet Road, East Aurora, NY 14052 "Donna" Donna Wier 1699 Sweet Road, East Aurora, NY 14052 "Centale" Centale, Inc., a New York corporation 4600 N. Andrews Ave., Suite 605, Ft. Lauderdale, FL 33309 PREMISES: 1. Todd, Donna, Centale and other parties are party to a Stock Purchase Agreement dated June 2, 2005 (the "Stock Purchase Agreement"), to which is annexed, among other things, a Consulting Agreement dated June 2, 2005 (the "Consulting Agreement"). 2. By a Modification to Stock Purchase Agreement dated September 14, 2005 (the "First Modification Agreement"), Centale's payment obligation under the Consulting Agreement was replaced by a 5% Secured Convertible Promissory Note dated September 14, 2005 (the "September 14 Note"). 3. By a Modification to Stock Purchase Agreement dated October 7, 2005 (the
Centale – Contract (June 29th, 2005)
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement") is entered into as of June 2, 2005 by Patrick T. Parker, Jon DeYoung, Juan Ferreira, Bonnie Philipps and Kenneth Keller (collectively, "Pledgors"), Thaddeus A. Wier, Jr. ("Seller") and Robert Brantl, Esq., as escrow agent ("Escrow Agent"). WHEREAS, the Pledgors have executed and delivered to Seller a Secured Note dated this date (the "Note"); and WHEREAS, the Pledgors have agreed to pledge certain of the issued and outstanding capital stock of Centale, Inc. ("Centale") and to place said capital stock in escrow for the benefit of Seller or any assignee of the Note (the "Holder"). NOW THEREFORE, in consideration of the promises and mutual agreements, covenants and provision herein contained, the parties agree as follows: 1. The term "Secured Obligations" shall mean: (a) any and all unsatisfied obligations, liabilities and indebtedness of Pledgors to the Holder under the terms of the Note, (b) all costs and ex
Centale – Contract (June 29th, 2005)
SECURED NOTE Dated: June 2, 2005 For value received, the undersigned (the "Obligors"), jointly and severally, agree to pay to Thaddeus A. Wier, Jr. (the "Payee") the sum of TWO MILLION AND SEVENTY THOUSAND DOLLARS ($2,070,000.00). This obligation will not bear interest. Payment shall be made to the Payee in the following amounts on the following dates: Payment Date Amount Due July 8, 2005 $400,000 September 1, 2005 $560,000 November 1, 2005 $560,000 December 15, 2005 $550,000 In the event of a Material Breach of this Agreement, the Payee may declare the entire principal amount of this obligation immediately due and payable by written notice to each of the Obligors, which shall be effective two business days after delivery to an overnight courier of national reputation addressed to each of the Obligors or the Payee may directly invoke any of the Default provisions in the Stock Pledge Agreement.
Centale – Contract (December 2nd, 2004)
EMPLOYMENT AGREEMENT - JUAN FERREIRA AGREEMENT made as of November 10, 2004 by and between CENTALE, INC., a New York corporation with offices at 191 Main Street, East Aurora, NY 14052 (the "Corporation"), and JUAN FERREIRA, residing at 468 Wild Oak Circle, Longwood, FL 32779 ("Ferreira"). WHEREAS, the Corporation wishes to employ Ferreira as President and Chief Operating Officer, and to provide Ferreira with assurance of compensation and terms of employment which will competitively motivate Ferreira, and Ferreira desires to be so employed. NOW, THEREFORE, it is agreed: 1. Title; Capacities. (a) The Corporation hereby employs Ferreira as President and Chief Operating Officer of the Corporation. In such capacity, Ferreira shall be responsible for implementing the plans and policies adopted from time-to-time by the Corporation's Board of Directors. Ferreira shall be subject to the supervision of the Corporation's Board of Directors and the Corporation's Chief Executive Offic