amongStock Purchase Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
THIS CERTIFIES THAT, for value received, ___________________________(the "Investor"), or its registered assigns, is entitled to purchase from ENVIRO- CLEAN OF AMERICA, INC., a Nevada corporation (the "Company"), at any time or ------- from time to...Warrant Agreement • May 15th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
EXCALIBUR, I, LLC (01-11)Subscription Agreement • August 14th, 2001 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
Agreement and Plan of Merger amongMerger Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Texas
EXHIBIT 3(XVI) WARRANT AGREEMENT Dated as of December 15, 1999Warrant Agreement • December 16th, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
AmongStock Purchase Agreement • July 20th, 2001 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Texas
EXHIBIT 3(XIII) IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING; SIGNIFICANT ------------------------------------------------- REPRESENTATIONS ARE CALLED FOR HEREIN. ------------------------------------- ENVIRO-CLEAN OF AMERICA, INC. SUBSCRIPTION...Subscription Agreement • December 16th, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies
EXHIBIT 1 Joint Filing Agreement ---------------------- The undersigned hereby agree that in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, Amendment 2, dated May 24, 2000, with...Joint Filing Agreement • September 15th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies
The undersigned hereby agree that in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, Amendment 2, dated May 24, 2000, with respect to the common stock, par value $0.01, of b2bstores.com, Inc., a Delaware corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us. Each of the undersigned agrees to be responsible for the timely filing of this Statement on Schedule 13D, Amendment 2 and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, provided that no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is incomplete or inaccurate. Each of the undersigned persons further agrees that this Joint Filing Agreement may be included as an exhibit to such Statement on Sche
EXHIBIT 2(i) Stock Purchase AgreementStock Purchase Agreement • June 18th, 1999 • Enviro Clean of America Inc • New York
1 EXHIBIT 6(i) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated October , 1999, by and between Enviro-Clean of America, Inc., a Nevada corporation with offices at 211 Park Avenue, Hicksville, New York 11801 (hereinafter referred to as the...Employment Agreement • October 22nd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
RECITALS:Settlement Agreement • August 14th, 2002 • Titanium Holdings Group Inc • Wholesale-machinery, equipment & supplies
EXHIBIT 99.2 Randy Davis, President Enviro-Clean of America, Inc. 1023 Morales San Antonio, Texas 78207 Re: b2bStores.com, Inc. Lock-up Agreement Dear Mr. Davis: Reference is made to that certain Lock-up Agreement entered into by Enviro-Clean of...Lock-Up Agreement • March 20th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies
This letter agreement by the undersigned shall be binding on the undersigned and our respective successors and assigns. Each of the undersigned has the authority to enter in to this letter agreement.
ARTICLE I DEFINITIONSAsset Purchase Agreement • December 28th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Texas
Exhibit 4(xi) ------------- PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT is made and entered into effective as of October 31, 2001, by Enviro-Clean of America, Inc., a Nevada corporation, the principal place of business of which is...Pledge and Security Agreement • November 9th, 2001 • Titanium Holdings Group Inc • Wholesale-machinery, equipment & supplies • Texas
Exhibit 3(xii) AGREEMENTPartnership Agreement • December 16th, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 20th, 2001 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Kentucky
WITNESSETH:Security Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
EXHIBIT 6(ii) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated October ____, 1999, by and between Enviro-Clean of America, Inc., a Nevada corporation with offices at 211 Park Avenue, Hicksville, New York 11801 (hereinafter referred to as the...Employment Agreement • October 22nd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
WITNESSETH:Stock Repurchase Agreement • August 14th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Texas
This STOCKHOLDERS' AGREEMENT ("Agreement"), entered into this day of --------- ---- May, 2000, is made by and among (i) KOSTER INDUSTRIES INC., a New York corporation ("Koster Industries"), (ii) ENVIRO-CLEAN OF AMERICA, INC., a Nevada...Stockholders' Agreement • August 14th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
Joint Filing Agreement ----------------------Joint Filing Agreement • March 13th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies
The undersigned hereby agree that in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, dated March 9, 2000, with respect to the common stock, par value $0.01, of b2bstores.com, Inc., a Deleware corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us. Each of the undersigned agrees to be responsible for the timely filing of the Statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, provided that no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is incomplete or inaccurate. Each of the undersigned persons further agrees that this Joint Filing Agreement shall be included as an exhibit to such Statement on Schedule 13D and to any amen
EXHIBIT 99.3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into this 13th day of March, 2000 by and among ZERO.NET, Inc., a Delaware corporation (the "Buyer") and Enviro-Clean of America, Inc. (the...Stock Purchase Agreement • March 20th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EXHIBIT 6(vi) CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into as of the 1st day of March, 1999 by and between Enviro-Clean of America, Inc., a Nevada corporation having its principal place of business at 211 Park...Consulting Agreement • October 22nd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
10(vii) Settlement Agreement by and between the Company and Equip2move,.com Corporation, dated June 30, 2001. (Incorporated by reference to the exhibits of the Company's Report on Form 10-QSB filed with the SEC on August 14, 2001.) 10(viii)...Settlement Agreement • April 1st, 2002 • Titanium Holdings Group Inc • Wholesale-machinery, equipment & supplies
EXHIBIT 3(XV) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is entered into as of __________, 1999 by and among Enviro-Clean of America, Inc., a Nevada corporation (the "Company"), and the new investors who execute a counterpart of...Registration Rights Agreement • December 16th, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
RecitalsEscrow Agreement • November 9th, 2001 • Titanium Holdings Group Inc • Wholesale-machinery, equipment & supplies • Texas
Exhibit 2(iv) EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT made as of August 31, 1999, between Michael Rose, an individual residing at ___________________ San Antonio, Texas 78___ ("Rose") and June Supply - San Antonio, Inc., a Texas...Employment Agreement • November 10th, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
WITNESSETH:Pledge and Security Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Texas
Exhibit 4(ii) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of August 1, 1999 among Enviro- Clean of America, Inc., a Nevada corporation (the "Company"), Charles Davis and Randall K. Davis (collectively, the Shareholders):...Registration Rights Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
EXHIBIT 2.1 ----------- Asset Purchase Agreement This Asset Purchase Agreement ("Agreement") is made and entered into by and among ebuyxpress.com, LLC ("ebuy"), a Virginia limited liability company, or an existing or new subsidiary entity to be formed...Asset Purchase Agreement • October 13th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • Virginia
Exhibit 10(i) ------------- SUBSCRIPTION AGREEMENT equip2move.com Corporation c/o Koster Industries Inc. 555 Broadhollow Road Melville, NY 11747 Attention: Russell Koster Ladies and Gentlemen: Enviro-Clean of America, Inc. (the "Subscriber") desires...Subscription Agreement • August 14th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
This Amendment No. 1 ("Amendment No. 1"), dated as of July __, 2000, to the Stockholders' Agreement, dated as of May 31, 2000 (the "Agreement"), is entered into by and among (i) KOSTER INDUSTRIES INC., a New York corporation ("Koster ------...Stockholders' Agreement • August 14th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
EXHIBIT 10.2 Randy Davis, President Enviro-Clean of America, Inc. 1023 Morales San Antonio, Texas 78207 Re: b2bStores.com, Inc. Lock-up Agreement Dear Mr. Davis: Reference is made to that certain Lock-up Agreement entered into by Enviro-Clean of...Lock-Up Agreement • March 17th, 2000 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies
This letter agreement by the undersigned shall be binding on the undersigned and our respective successors and assigns. Each of the undersigned has the authority to enter in to this letter agreement.
Exhibit 2(vi) EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT made as of August 1, 1999, between Cleaning Ideas Corp., a Nevada corporation, with its principal office located c/o Enviro-Clean of America, Inc. 211 Park Avenue,...Employment Agreement • September 3rd, 1999 • Enviro Clean of America Inc • Wholesale-machinery, equipment & supplies • New York
Exhibit 10(ii) -------------- AGENCY AGREEMENT ---------------- This AGENCY AGREEMENT (this "Agreement"), dated as of October 31, 2001, is by and between the Principals (as defined below), and Randall K. Davis, an individual, as their Agent and...Agency Agreement • November 9th, 2001 • Titanium Holdings Group Inc • Wholesale-machinery, equipment & supplies • Texas
