EXHIBIT 10.18 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 28, 2001 by and between TORQUE ENGINEERING CORPORATION, a Delaware corporation, with its principal office located at 2932 Thorne Drive,...Registration Rights Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • Delaware
EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 28, 2001, by and among TORQUE ENGINEERING CORPORATION, a Delaware corporation, with headquarters located at 2932 Thorne Drive,...Securities Purchase Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • New Jersey
Exhibit 10.3 CNC Associations, Inc. LEASE NUMBER 2800 Sturgis Road, Oxnard, California 93030 99870003 Tel: 888-350-4262 o Fax: 805-278-8501 --------------- -------------------------------------------------------------------------------...Lease Agreement • August 10th, 2000 • Torque Engineering Corp • Crude petroleum & natural gas • California
EXHIBIT 10.16 TRANSFER AGENT INSTRUCTIONS November 12, 2001 Computer Share Trust Company, Inc. 12039 West Alameda Parkway, Suite Z-2 Lakewood, Colorado 80228 Attention: Kathy Kinard RE: TORQUE ENGINEERING CORPORATION Ladies and Gentlemen: Reference is...Securities Purchase Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas
Exhibit 10.20 TORQUE ENGINEERING CORPORATION PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • New York
LETTER OF INTENT BETWEEN IPSL, INC. AND QUINTESSENCE OIL CORPORATIONLetter of Intent • May 17th, 1999 • Quintessence Oil Co • Crude petroleum & natural gas
EXHIBIT 10.19 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of November, 28 2001, by TORQUE ENGINEERING CORPORATION, a Delaware (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, (the "INVESTOR"); BUTLER GONZALEZ...Escrow Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • New Jersey
EXHIBIT 99.1 CONSULTING AGREEMENT THIS AGREEMENT (the "AGREEMENT") made as of the 25th day of February 2002 by and between Torque Engineering Corporation maintaining its principal offices at 2932 Thorne Drive Elkhart, Indiana 46514 (hereinafter...Consulting Agreement • February 28th, 2002 • Torque Engineering Corp • Crude petroleum & natural gas • Indiana
EXHIBIT 4.4 EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2001, between Torque Engineering Corporation of 2932 Thorne Drive, Elkhart, Indiana 46514 (hereinafter the Company) and Michael Bennett (hereinafter the Employee). 1. Term of...Employment Agreement • April 27th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • Indiana
EXHIBIT 10.14 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 28, 2001, by and among TORQUE ENGINEERING CORPORATION, a Delaware corporation, with its principal office located at 2932...Investor Registration Rights Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • Delaware
Exhibit 2.3 BILL OF SALE THIS INDENTURE WITNESSETH, that TORQUE ENGINEERING CORPORATION, an Indiana corporation, with its principal place of business situate in Elkhart County, Indiana, has this day bargained and sold, and does hereby bargain, sell,...Bill of Sale • August 10th, 2000 • Torque Engineering Corp • Crude petroleum & natural gas
Exhibit 10.17 EQUITY LINE OF CREDIT AGEEMENT ------------------------------ AGREEMENT dated as of the ___ day of October 2001, (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a limited partnership (the "INVESTOR") and TORQUE ENGINEERING...Equity Line of Credit Agreement • December 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • New Jersey
PLAN ADOPTIONPlan and Agreement of Reorganization • May 25th, 2000 • Torque Engineering Corp • Crude petroleum & natural gas
RECITALSAccount Purchase Agreement • August 17th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas • Texas
RECITALSStock Purchase Agreement • April 19th, 1999 • Quintessence Oil Co • Crude petroleum & natural gas
EXHIBIT 5.1 April 25, 2001 Torque Engineering Corporation 2932 Thorne Drive Elkhart, Indiana 46514 Re: 1999 Stock Option Plan (the "Plan") and Michael Bennett Employment Agreement (the "Agreement") Gentlemen: We have acted as counsel to Torque...1999 Stock Option Plan and Employment Agreement • April 27th, 2001 • Torque Engineering Corp • Crude petroleum & natural gas
We have acted as counsel to Torque Engineering Corporation, a Delaware corporation ("Torque"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") to register under the Securities Act of 1933, as amended, 500,000 shares of Torque common stock (the "Plan Shares") issuable from time to time upon the exercise of options ("Options") granted under the Plan and 35,543 shares of Torque common stock (the "Bennett Shares") issuable pursuant to the terms of the Agreement.
WITNESSETH:Real Estate Lease • May 25th, 2000 • Torque Engineering Corp • Crude petroleum & natural gas • Indiana
