Ivideonow Inc Sample Contracts

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DIGS, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • October 12th, 2001 • Digs Inc • Services-business services, nec • New York
BETWEEN
Plan and Agreement of Reorganization • June 14th, 1999 • Digs Inc • California
RECITALS
Employment Agreement • June 14th, 1999 • Digs Inc • California
PLACEMENT AGREEMENT October __, 2003
Agreement • September 16th, 2003 • Ivideonow Inc • Services-business services, nec • Florida

The undersigned, 99 Cent Stuff, Inc., a Florida corporation (the “Company”), hereby engages Keating Investments, LLC (the “Placement Agent”) as the sole and exclusive selling agent of the Company (the “Agreement”) in connection with the proposed offering of certain of its securities to the public (the “Offering”) as follows:

ESCROW AGREEMENT
Escrow Agreement • October 29th, 2003 • Ivideonow Inc • Services-business services, nec • Florida

THIS ESCROW AGREEMENT is made and entered into this day of November, 2003, by and between 99 Cent Stuff, Inc. (the "Company"), Keating Investments LLC ("Placement Agent") and Pointe Bank (the "Escrow Agent").

WARRANT AGREEMENT
Warrant Agreement • October 29th, 2003 • Ivideonow Inc • Services-business services, nec • Florida

Agreement made as of __________, 2003 between 99Cent Stuff, Inc. a Florida corporation, with offices at 1801 Clint Moore Road, Boca Raton, Florida 33487 ("Company"), and Signature Stock Transfer, Inc., a Texas corporation, with offices at One Preston Park, 2301 Ohio Drive, Suite 100, Plano, Texas 75093 (herein called "Warrant Agent").

RECITALS
Sale and Purchase of Shares • November 21st, 2001 • Digs Inc • Services-business services, nec
AND KEATING INVESTMENTS, INC. FORM OF UNDERWRITER'S OPTION AGREEMENT FOR UNITS Dated as of ______________, 2003
'S Option Agreement • September 4th, 2003 • Ivideonow Inc • Services-business services, nec • Florida

UNDERWRITER'S OPTION AGREEMENT FOR UNITS dated as of ____________, 2003, among 99 CENT STUFF, INC., a Florida corporation (the "Company") and KEATING INVESTMENTS, LLC, the underwriter, a _______ limited liability company (hereinafter referred to variously as the "Holder" or the "Underwriter").

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 4th, 2003 • Ivideonow Inc • Services-business services, nec • Florida

THIS AGREEMENT AND PLAN OF REORGANIZATION, made and entered into this 1st day of July, 2003, by and between iVideoNow, Inc., a Delaware corporation (“VNOW”), and 99 Cent Stuff, LLC., a Florida limited liability company, (“NNCS”).

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