Internetstudios Com Inc Sample Contracts

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LIMITED LIABILITY COMPANY AGREEMENT OF ONLINEFILMSALES.COM, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec • Delaware
EXHIBIT 10.13 LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec • Delaware
FINANCING AGREEMENT -------------------
Financing Agreement • November 12th, 1999 • Ehealth Com Inc • Services-business services, nec • British Columbia
RECITALS
Merger Agreement • April 19th, 2001 • Internetstudios Com Inc • Services-business services, nec • California
Contract
Convertible Note Purchase Agreement • August 1st, 2002 • Internetstudios Com Inc • Services-business services, nec • California

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Contract
Private Placement Subscription Agreement • May 19th, 2005 • Internetstudios Com Inc • Services-business services, nec • British Columbia

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SECURED PROMISSORY NOTE ----------------------- $700,000 Los Angeles, California November 12, 1999 FOR VALUE RECEIVED, the undersigned, MEDIACHASE LTD., a Delaware corporation ("Borrower") promises to pay to the order of INTERNETSTUDIOS.COM, INC., a...
Secured Promissory Note • December 6th, 1999 • Internetstudios Com Inc • Services-business services, nec

FOR VALUE RECEIVED, the undersigned, MEDIACHASE LTD., a Delaware corporation ("Borrower") promises to pay to the order of INTERNETSTUDIOS.COM, INC., a Nevada corporation ("Lender"), at 1351 Fourth Street, Suite 227, Santa Monica, California 90401, or at such other place as Lender may from time to time designate, the principal sum of Seven Hundred Thousand Dollars ($700,000), or so much thereof as shall have been advanced against this Note and shall be outstanding, and to pay interest on the unpaid principal balance from time to time outstanding at the rate of ten percent (10%) per annum until paid, commencing on the date hereof. Principal and interest under this Note shall be due and payable in full on the earlier of (i) January 31, 2000, and (ii) the Transaction Closing Date (as hereinafter defined). As used herein, the term "Transaction Closing Date" shall mean the date on which the transactions contemplated by that certain Deal Memo, dated September 9, 1999, between Borrower and Onl

InternetStudios.com, Inc. Onlinefilmsales.com, LLC 1351 4th Street Suite 227 Santa Monica, CA 90401
Letter of Intent • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec • California
ADVISORY FEE PAYMENT AND SUBSCRIPTION AGREEMENT
Advisory Fee Payment and Subscription Agreement • April 19th, 2004 • Internetstudios Com Inc • Services-business services, nec • Nevada

This ADVISORY FEE PAYMENT AND SUBSCRIPTION AGREEMENT (the "Agreement") is made as of February 10, 2004, by and between Internetstudios.com, Inc. (the "Company"), whose business address is 1601 Cloverfield Boulevard, Santa Monica, California 90403, and InCap Group, Inc. ("InCap"), whose business address is 320 North Charles Street, Baltimore, Maryland 21201.

LOAN AGREEMENT
Loan Agreement • November 14th, 2003 • Internetstudios Com Inc • Services-business services, nec

This Agreement is by and among InternetStudios.com, Inc. ("ISTO") a Nevada corporation, and Proximity Capital (the "Lender"), made effective as of July 9, 2003.

Contract
Private Placement Subscription Agreement • April 19th, 2004 • Internetstudios Com Inc • Services-business services, nec • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

ASSIGNMENT AGREEMENT
Assignment Agreement • November 14th, 2003 • Internetstudios Com Inc • Services-business services, nec

This Assignment is by and among International Media Acquisition Group, LLC, ("IMAG") a Delaware corporation, and______________. ("Assignee"), made effective as of the 9th day of July, 2003.

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Re: Amendment to Letter of Intent
Letter of Intent • August 14th, 2003 • Internetstudios Com Inc • Services-business services, nec

Reference is hereby made to that certain Letter of Intent ("LOI") dated as of May 8, 2003, by and between Ted Hartley and Dina Merrill, on the one hand, and International Media Acquisition Group ("IMAG"). Terms used herein that are not otherwise defined herein have the meaning ascribed to them in the LOI.

CONSULTING AGREEMENT
Consulting Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec • British Columbia

THIS CONSULTING AGREEMENT, dated for reference the 1st day of February 2001, between InternetStudios.com, Inc. (the "Company") and Emergent Capital Corporation (the "Consultant").

EXHIBIT 10.20 LOAN AGREEMENT March 13, 2000 PACIFIC CAPITAL MARKETS INC., a British Columbia company of 1100 Melville Street, 6th Floor, Vancouver, B.C., V6E4A6 (the "Lender"), will lend US$1,000,000 (the "Principal Sum") to INTERNETSTUDIOS.COM,INC.,...
Loan Agreement • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec

PACIFIC CAPITAL MARKETS INC., a British Columbia company of 1100 Melville Street, 6th Floor, Vancouver, B.C., V6E4A6 (the "Lender"), will lend US$1,000,000 (the "Principal Sum") to INTERNETSTUDIOS.COM,INC., a Nevada company of 1040 Hamilton Street, Suite 207, Vancouver, B.C., V6B 2R9 (the "Borrower") on March 12, 2000 ("Date of Advance"). The Borrower will repay the Principal Sum on April 12, 2000, together with interest calculated and compounded monthly at the rate of 12 per cent per year from the Date of Advance. The Borrower will secure its repayment of the Principal Sum with a promissory note.

Contract
Senior Convertible Note • November 14th, 2003 • Internetstudios Com Inc • Services-business services, nec • California

THIS SENIOR CONVERTIBLE NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Settlement Agreement and Mutual General Release
Settlement Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the "Settlement Agreement") is executed as of July 31, 2002 by and between InternetStudios.com, Inc. (the "Company") and Jesse Menzies ("Menzies")

CONSULTING AGREEMENT
Consulting Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec • British Columbia

THIS CONSULTING AGREEMENT, dated for reference the 1st day of February 2001, between InternetStudios.com, Inc. (the "Company") and Liddington Ltd., an Isle of Man company (the "Consultant").

CONSULTING AGREEMENT
Consulting Agreement • May 20th, 2003 • Internetstudios Com Inc • Services-business services, nec • California

THIS CONSULTING AGREEMENT, dated for reference the 1st day of March, 2003, between InternetStudios.com, Inc. (the "Company") and Venture Spark LLC (the "Consultant" or "Consultants") (f/s/o Jon Vein and Robert Cain).

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (ASSETS)
Contribution, Assignment and Assumption Agreement • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec • California
Settlement Agreement and Mutual General Release
Settlement Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the "Settlement Agreement") is executed as of July 31, 2002 by and between InternetStudios.com, Inc. (the "Company") and Michael Edwards ("Edwards")

Settlement Agreement and Mutual General Release
Settlement Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the "Settlement Agreement") is executed as of July 31, 2002 by and between InternetStudios.com, Inc. (the "Company") and Livint Communications Ltd. ("Consultant")

INTERNETSTUDIOS.COM, INC. New York, NY 10022
Letter of Intent • May 19th, 2005 • Internetstudios Com Inc • Services-business services, nec • New York

This letter of intent will establish the basic framework for an agreement between InternetStudios.com, Inc. (“ISTO”) and Michele Taverna (“You”) relating to the formation and operation of two film sales, marketing and distribution companies.

Settlement Agreement and Mutual General Release
Settlement Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the "Settlement Agreement") is executed as of July 31, 2002 by and between InternetStudios.com, Inc. (the "Company") and Nick Waddell ("Waddell")

Settlement Agreement and Mutual General Release
Settlement Agreement • November 15th, 2002 • Internetstudios Com Inc • Services-business services, nec

This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter referred to as the "Settlement Agreement") is executed as of July 31, 2002 by and between InternetStudios.com, Inc. (the "Company") and Robert Maclean ("Maclean")

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