American Water Star Inc Sample Contracts

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EXHIBIT 10.5 AMENDMENT NO. 1 TO SUBLICENSE AGREEMENT
Sublicense Agreement • January 7th, 2003 • American Water Star Inc • Services-educational services
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2004 • American Water Star Inc • Beverages • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.

Tunlaw International Corporation 1504 R Street, NW Washington, D.C. June 26, 1997 Pierce Mill Associates, Inc. 1504 R Street, N.W. Washington, D.C. 20009 Re: Lock Up Agreement with Tunlaw International Corporation Gentlemen: As part of the sale of the...
Tunlaw Capital Corp • February 12th, 1998

As part of the sale of the shares of Common Stock of Tunlaw International Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger or acquisition by the Company and the Company is no longer classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended. Any attempted sale, transfe

ARTICLE I INTEREST & MATURITY DATE
American Water Star Inc • August 10th, 2005 • Beverages • New York
EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada

THIS EMPLOYMENT AGREEMENT ("Agreement"), dated January 1, 2003, is made by and between AMERICAN WATER STAR, INC., a Nevada corporation (the "Company"), and THOMAS F. KRUCKER ("Employee"), with reference to the following:

AMERICAN WATER STAR, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this "Agreement"), dated this _______ day of _______________, 2002, is between AMERICAN WATER STAR, INC., a Nevada corporation and its affiliates, as hereinafter defined (the "Borrower"), and the individuals named in Schedule 1 attached hereto, their successors and assigns (individually, a "Purchaser" and together, the "Purchasers"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article VIII.

AMERICAN WATER STAR, INC. 10% CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada

THIS 10% CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this "Agreement"), dated as of _________, 2003, is between AMERICAN WATER STAR, INC., a Nevada corporation (the "Company"), and the individuals named in Schedule 1 attached hereto, their successors and assigns (individually, a "Purchaser" and together, the "Purchasers"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article V.

SUBSIDIARY GUARANTY
American Water Star Inc • November 4th, 2004 • Beverages • New York

FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. ("Laurus") to or for the account of American Water Star, Inc., a Nevada corporation ("Debtor"), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as "Guarantors " or "the undersigned") unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Debtor to La

AMERICAN WATER STAR, INC. SECURITIES PURCHASE AGREEMENT October 26, 2004
Securities Purchase Agreement • November 4th, 2004 • American Water Star Inc • Beverages • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 26, 2004, by and between American Water Star, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser").

AGREEMENT
Common Stock Purchase Agreement • August 19th, 2002 • American Water Star Inc • Services-educational services • California
AMERICAN WATER STAR, INC. AND ITS SUBSIDIARY MASTER SECURITY AGREEMENT
Subsidiary Master Security Agreement • November 4th, 2004 • American Water Star Inc • Beverages • New York
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TRADEMARK AND DESIGN LICENSE AGREEMENT
Trademark and Design License Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Florida

This Agreement made and entered into effective the1st day of January, 2003, by and between TANNING RESEARCH LABORATORIES, INC. ("TANNING"), a Florida corporation having offices at 1190 U.S. Highway 1, North, Ormond Beach, Florida, 32174, and AMERICAN WATER STAR, INC. ("AWS"), a Nevada corporation having offices at 4560 South Decatur #204, Las Vegas, Nevada:

AMONG
Definitive Agreement • March 15th, 2002 • American Career Centers Inc • Services-educational services • Arizona
EMPLOYMENT AGREEMENT
Employment Agreement • April 19th, 2005 • American Water Star Inc • Beverages • Nevada

This Employment Agreement is effective as of March 9, 2005 by and between AMERICAN WATER STAR, INC., a Nevada corporation ("Employer"), and Daniel Beckett, ("Executive").

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN BRIGHTON OPPORTUNITY FUND, L.P.
Stock Purchase Agreement • August 19th, 2002 • American Water Star Inc • Services-educational services • California
BACKGROUND
Forbearance Agreement • August 10th, 2005 • American Water Star Inc • Beverages • New York
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