EXHIBIT 10.23Employment Agreement • July 15th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • California
RECITALSSettlement Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
FORM OF]Subscription Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
RECITALSSettlement Agreement • November 5th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • New York
LIST OF SCHEDULES AND EXHIBITS TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
EXHIBIT 10.16 CONSULTING AGREEMENT This Consulting Agreement is entered into effective August 5, 2003 by and among Corporate Builders, L.P., a limited partnership organized under the laws of New York ("CB"), Maximum Ventures, Inc., a New York...Consulting Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks
OFLimited Liability Company Agreement • November 5th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • Delaware
EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of March 26, 2004, by and between Jill Kelly Productions Holding, Inc., a Nevada corporation with its principal place of business at 8923 Sunset...Registration Rights Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
EXHIBIT 10.18 LICENSING AGREEMENT REGARDING VIDEO RIGHTS PARTIES; Jill Kelly Productions, a legal entity under the law of the state of California (USA), based and registered as well as holding office in Delaware on 8923 Sunset Boulevard, West...Licensing Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks
EXHIBIT 10.11 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
EXHIBIT 10.17 FACTORING AGREEMENT SUMMIT Financial Resources, L. P. ("SUMMIT"), a Hawaii limited partnership, and JK DISTRIBUTION INC., A NEVADA CORPORATION and JILL KELLY PRODUCTIONS, INC., A DELAWARE CORPORATION ("Client's"), agree as follows: 1....Factoring Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • Utah
EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into by and between Jill Kelly Productions, Inc., a Delaware corporation, and Jill Kelly Productions Holdings, Inc., a Nevada corporation ("JKPH"), whose principal place of business is 8923...Employment Agreement • July 15th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into by and between Jill Kelly Productions, Inc., a Delaware corporation, and Jill Kelly Productions Holdings, Inc., a Nevada corporation ("JKPH"), whose principal place of business is 8923...Employment Agreement • July 15th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERStock Purchase Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
EXHIBIT 4.2 VOID AFTER 5:00 P.M., NEW YORK TIME ON THE EXPIRATION DATE WARRANT TO PURCHASE _________________ SHARES OF COMMON STOCK WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks • New York
EXHIBIT 10.28 STANDARD INDUSTRIAL LEASE AGREEMENTStandard Industrial Lease Agreement • November 5th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • California
Exhibit 10.13Investment Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks
This letter will confirm our mutual understanding regarding the investment to be made in Jill Kelly Productions Holding, Inc. ("JKXJ") by Armadillo Investments, Plc. ("Armadillo").
ARMADILLO INVESTMENTS, PLC 30 FARRINGDON STREET LONDON EC4A 4HJ April 20,2004 Jill Kelly Productions Holding, Inc. 8923 Sunset Blvd. West Hollywood, CA 90069 Jubilee Investments Trust, Plc 29 Albemarle Street London WlS 4JB Maximum Media Ventures, LLC...Convertible Preferred Stock Purchase Agreement • May 14th, 2004 • Jill Kelly Productions Holding, Inc. • Blank checks
Exhibit 10.25 ARMADILLO INVESTMENTS, PLC. --------------------------- 30 FARRINGDON STREET, LONDON EC4A 4HJ April 14, 2004 Ronald Stone CFO Jill Kelly Productions Holding, Inc. 8923 Sunset Blvd. West Hollywood, CA 90069 RE: REGISTRATION RIGHTS...Registration Rights Agreement • November 5th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production
We have received written notice from Jill Kelly Productions Holding, Inc. ("Jill Kelly") pursuant to Section 3(a) of the Registration Rights Agreement between Armadillo Investments, PLC ("Armadillo") and Jill Kelly, dated March 26, 2004, that Jill Kelly intends to file a Registration Statement to register shares of common stock underlying the Series A Preferred Stock of Jill Kelly and common stock purchase warrants. By this letter, Armadillo does not wish to be included in this Registration Statement.
BY AND AMONGOption, Purchase and Exclusive License Agreement • July 15th, 2004 • Jill Kelly Productions Holding, Inc. • Services-motion picture & video tape production • California
