Exhibit 99.01 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of February 2002 by and between D'Angelo Brands Inc., a Nevada corporation (the "Company") and Shayne Paul Holdings, Inc. (the...Stock Purchase Agreement • March 22nd, 2002 • D Angelo Brands Inc • Wholesale-groceries, general line • Ontario
SETTLEMENT AGREEMENT THIS AGREEMENT is made as of the ___ day of _______________, 2001, BETWEEN: PLAYANDWIN, INC., a corporation incorporated under the laws of the State of Nevada ("PWIN"), - and - STEWART GARNER, an individual resident in the...Settlement Agreement • January 15th, 2002 • Playandwin Inc • Non-operating establishments • Ontario
SHARE EXCHANGE AGREEMENT AMONG D'ANGELO ACQUISITIONS INC., PLAYANDWIN INC., D'ANGELO BRANDS LTD., FRANK D'ANGELO, GIUSEPPE D'ANGELO, GREEN PASTURES LTD., HURDMAN ENTERPRISES LTD., DOMENIC MARCHESE, RON NUGENT, EDWARD A.T. RYAN, COSMO S. MANNELLA,...Share Exchange Agreement • January 15th, 2002 • Playandwin Inc • Non-operating establishments • Ontario
STOCK OPTION AGREEMENT THIS AGREEMENT made as of the 24th day of November, 1999 BETWEEN: PLAYANDWIN, INC., a company incorporated under the laws of the State of Nevada (the "Company")Stock Option Agreement • August 2nd, 2000 • Playandwin Inc • Non-operating establishments • Nevada
DEBENTURED Angelo Brands Inc • December 27th, 2002 • Wholesale-groceries, general line • Ontario
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • October 9th, 2002 • D Angelo Brands Inc • Wholesale-groceries, general line
Exhibit 99.9 CALL OPTION AGREEMENT THIS AGREEMENT is made as of the 19th day of December, 2002. B E T W E E N: WASANDA ENTERPRISES INC. (the "Optioner")Call Option Agreement • December 27th, 2002 • D Angelo Brands Inc • Wholesale-groceries, general line • Ontario
Exhibit 99.8 GUARANTEE AND POSTPONEMENT OF CLAIM TO: WASANDA ENTERPRISES INC. WHEREAS WASANDA ENTERPRISES INC., (hereinafter called the "Lender") agreed to provide financial support to D'Angelo Brands Ltd. and D'Angelo Brands, Inc. (hereinafter...D Angelo Brands Inc • December 27th, 2002 • Wholesale-groceries, general line
CONSULTING AGREEMENT As of September 25, 2000, I have been engaged as a consultant with Playandwin, Inc. (the "Company"). In that role I have advised and will continue to advise the Company concerning bona-fide business matters as generally described...Consulting Agreement • October 5th, 2000 • Playandwin Inc • Non-operating establishments
CONSULTING AGREEMENT As of September 19, 2000, I have been engaged as a consultant with Playandwin, Inc. (the "Company"). In that role I have advised and will continue to advise the Company concerning bona-fide business matters as generally described...Consulting Agreement • October 5th, 2000 • Playandwin Inc • Non-operating establishments
Exhibit 10.2 To: D. DUNSMUIR INVESTMENTS CANADA LIMITED DATE: SEPTEMBER 13, 2002 RE: D. Dunsmuir Investments Canada Limited loan advance to D'Angelo Brands Ltd. And Frank D'Angelo - $1,200,000.00 (the "Loan") IN CONSIDERATION of and so as to induce...D Angelo Brands Inc • December 24th, 2002 • Wholesale-groceries, general line
PRIORITY AGREEMENTPriority Agreement • March 25th, 2003 • D Angelo Brands Inc • Wholesale-groceries, general line • Ontario
Exhibit 10.1 To: D. DUNSMUIR INVESTMENTS CANADA LIMITED FROM: D'ANGELO BRANDS LTD. AND FROM: FRANK D'ANGELO DATE: JUNE 21, 2002 IN CONSIDERATION for the sum of $500,000.00, we promise to pay, jointly and severally, to D. DUNSMUIR INVESTMENTS CANADA...D Angelo Brands Inc • October 1st, 2002 • Wholesale-groceries, general line
INTERNET LICENSE AGREEMENT THIS LICENSE AGREEMENT is made as of the 7th day of October, 1999, BETWEEN:Internet License Agreement • February 11th, 2000 • Playandwin Inc • Delaware
MARKET DEVELOPMENT CONSULTING SERVICES AGREEMENT THIS AGREEMENT made as of the _____ day of _______, 2000 at Toronto, Ontario, Canada. B E T W E E N: PLAYANDWIN, Inc., a corporation incorporated under the laws of the State of Nevada, U.S.A.;Market Development Consulting Services Agreement • June 14th, 2000 • Playandwin Inc • Non-operating establishments • Ontario
RECITALSDeclaration of Trust and Escrow Agreement • January 15th, 2002 • Playandwin Inc • Non-operating establishments
February 2, 2000 Stewart Garner, President Playandwin, Inc. 155 University Avenue Suite 501 Toronto, Ontario Canada M5H3B7 Fax: 416-368-3870 Dear Mr. Garner: This letter will confirm your agreement to retain our firm, Private Capital Group, Inc....Playandwin Inc • May 31st, 2000 • Non-operating establishments
/s/ Donald G. Huggins, Jr. Donald G. Huggins, Jr. President Accepted and agreed to this 2 day of February, 2000 /s/ Stewart Garner Stewart Garner, President
