EXHIBIT 2.5 ACQUISITION AGREEMENT This Agreement dated December 23, 2002, is entered into by and between AMERICAN WATER STAR, INC., a corporation organized under the laws of the State of Nevada ("AMWS"), and AMERICAN DISTRIBUTION & PACKAGING, INC., a...Acquisition Agreement • January 7th, 2003 • American Water Star Inc • Services-educational services • Nevada
EXHIBIT 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • February 19th, 2004 • American Water Star Inc • Beverages • New York
EXHIBIT 10.7 Cool Luc, L.L.C. Exclusive License Agreement 1. Introduction. This Exclusive License Agreement (the "Agreement") is made this 1st day of November, 2002, between COOL LUC, L.L.C. (referred to as "Licensor" and/or "COOL"), an Illinois...Exclusive License Agreement • January 7th, 2003 • American Water Star Inc • Services-educational services • Illinois
EXHIBIT 10.5 AMENDMENT NO. 1 TO SUBLICENSE AGREEMENTSublicense Agreement • January 7th, 2003 • American Water Star Inc • Services-educational services
EXHIBIT 4.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of February ____, 2004, by and among American Water Star, Inc., a Nevada corporation (the "Company"), and the subscribers identified on the signature page...Subscription Agreement • February 19th, 2004 • American Water Star Inc • Beverages • New York
SUBSIDIARY GUARANTY New York, New York July 22, 2005 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...Subsidiary Guaranty • August 10th, 2005 • American Water Star Inc • Beverages
REGISTRATION RIGHTS AGREEMENTRegistration 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.
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among TUNLAW INTERNATIONAL CORPORATION, a Delaware corporation ("Tunlaw"), AMERICAN CAREER CENTERS, INC., a Nevada corporation ("ACCI") and the persons listed in Exhibit A hereof (collectively the...Agreement and Plan of Reorganization • December 13th, 1999 • American Career Centers Inc • Blank checks • Delaware
MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: July 22, 2005 To Whom It May Concern: 1. To secure the payment of...Master Security Agreement • August 10th, 2005 • American Water Star Inc • Beverages • New York
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...Lock Up Agreement • February 12th, 1998 • Tunlaw Capital Corp
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
Exhibit 10.5 BUSINESS ADVISORY AGREEMENT - ACCI and John King This Business Advisory Agreement ("Agreement") dated this 30th day of November, 2001, is entered into by and between John King ("Advisor"), an individual residing in the state of...Business Advisory Agreement • January 8th, 2002 • American Career Centers Inc • Services-educational services • Nevada
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTConvertible 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. SECURITIES PURCHASE AGREEMENT October 26, 2004Securities 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").
AGREEMENTCommon Stock Purchase Agreement • August 19th, 2002 • American Water Star Inc • Services-educational services • California
GEYSER PRODUCTS, LLC Sublicense Agreement 1. Introduction. This Sublicense Agreement (the "Agreement") is made between GEYSER PRODUCTS, LLC (referred to as "Licensor"), a Delaware limited liability company doing business at 1550 E. McKellips, Suite...Sublicense Agreement • September 19th, 2002 • American Water Star Inc • Services-educational services • Nevada
AMERICAN WATER STAR, INC. AND ITS SUBSIDIARY MASTER SECURITY AGREEMENTMaster Security Agreement • November 4th, 2004 • American Water Star Inc • Beverages • New York
AMERICAN WATER STAR, INC. 10% CONVERTIBLE NOTE PURCHASE AGREEMENT10% 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.
Re: Laurus Master Fund, Ltd./American Water Star File No. 61005.0022 STATEMENT OF BREACH OR NON-PERFORMANCE AND NOTICE OF ELECTION TO SELL ________________________________________________________________________ NOTICE: ALL INTERESTS IN THE PROPERTY...Deed of Trust • December 29th, 2005 • American Water Star Inc • Beverages
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 7, 2002, is made and entered into by and between Water Star, Inc., an entity organized and existing under the laws of the State of Nevada...Registration Rights Agreement • August 19th, 2002 • American Water Star Inc • Services-educational services • California
TRADEMARK AND DESIGN LICENSE AGREEMENTTrademark 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:
AMONGDefinitive Agreement • March 15th, 2002 • American Career Centers Inc • Services-educational services • Arizona
This Incentive Stock Option Agreement (hereinafter referred to as the "Agreement"), is made and entered into as of _____________, _______, between Alpha Computer Solutions, Inc. a Utah corporation (hereinafter referred to as the "Company") with a...Incentive Stock Option Agreement • April 13th, 2000 • American Career Centers Inc • Blank checks • Utah
AMERICAN WATER STAR, INC. 25% CONVERTIBLE NOTE PURCHASE AGREEMENT25% Convertible Note Purchase Agreement • April 22nd, 2003 • American Water Star Inc • Services-educational services • Nevada
THIS 25% CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, modified, supplemented or restated in accordance with its terms from time to time, this "Agreement"), dated as of _________, 20___, is between AMERICAN WATER STAR, INC., a Nevada corporation (the "Company"), and the individuals named on 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 GUARANTYSubsidiary Guaranty • November 4th, 2004 • American Water Star Inc • 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
RESCISSION AGREEMENT This Rescission Agreement is made and entered into as of September 6, 2002, by and among AMERICAN WATER STAR, INC. (f/k/a American Career Centers, Inc.), a Nevada corporation ("AMWS"), WATER STAR BOTTLING, INC., a Wyoming...Rescission Agreement • September 19th, 2002 • American Water Star Inc • Services-educational services • Nevada
EMPLOYMENT AGREEMENTEmployment 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 10.4 GEYSER PRODUCTS, LLC Sublicense Agreement 1. Introduction. This Sublicense Agreement (the "Agreement") is made between GEYSER PRODUCTS, LLC (referred to as "Licensor"), a Delaware limited liability company doing business at 1550 E....Sublicense Agreement • January 7th, 2003 • American Water Star Inc • Services-educational services • Nevada
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
After recording, please return by mail to: LOEB & LOEB LLP 345 Park Avenue New York, New York 10154 Attention: Scott Giordano, Esq. Recorder's Use DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT...Deed of Trust • August 10th, 2005 • American Water Star Inc • Beverages • New York
ARTICLE I INTEREST & MATURITY DATESecured Convertible Term Note • August 10th, 2005 • American Water Star Inc • Beverages • New York
BACKGROUNDForbearance Agreement • August 10th, 2005 • American Water Star Inc • Beverages • New York
