EXHIBIT 10.7 DATED APRIL 27, 2004 --------------------------------------------- ----------------------------------- (1) PEAK ENTERTAINMENT LTD (2) CADACO DISTRIBUTION AGREEMENTDistribution Agreement • August 26th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.4 AMENDMENT TO CONSULTING AGREEMENT This Amendment to the Consulting Agreement ("Amendment") by and between JACK KUESSOUS ("Consultant"), and PEAK ENTERTAINMENT HOLDINGS, INC., a Nevada corporation (hereinafter referred to as "Corporation")...Consulting Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • Nevada
EXHIBIT 10.38 Brian Hughes 76 Dean Street London W1D 3SQ Dear Brian, Amendment to Distribution Agreement between Peak Entertainment Ltd. & GMTV, dated 17 February 2003 This letter is to confirm our recent discussion regarding the rescheduling of the...Distribution Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
Exhibit 10.1Service Agreement • February 14th, 2001 • Usaonestar Net Inc • Blank checks • Alabama
Exhibit 99.1 Form of Consulting AgreementConsulting Agreement • August 7th, 2001 • Usaonestar Net Inc • Blank checks
SECURITY AGREEMENTSecurity Agreement • June 17th, 2003 • Peak Entertainement Holdings Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.1 AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION is made as of the 22nd day of April 2003 AMONG: PALLADIUM COMMUNICATIONS, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office...Acquisition Agreement • May 7th, 2003 • Palladium Communications Inc • Telephone communications (no radiotelephone)
WHEREAS:Securities Purchase Agreement • November 23rd, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
FORM OF] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
WHEREAS:Securities Purchase Agreement • August 17th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
The WUMBLERS Deal MemoLicensing Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.3 ISSUED IN ACCORDANCE WITH SECTION 2(M) OF THE SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE...Warrant Agreement • April 27th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
W I T N E S S E T H :Intellectual Property Security Agreement • June 17th, 2003 • Peak Entertainement Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 CONSULTANT AGREEMENT This Agreement is made and entered into as of the 10th day of October, 2005 between Peak Entertainment Holdings, Inc. and CEOcast, Inc. (the "Consultant") In consideration of and for the mutual promises and covenants...Consultant Agreement • November 23rd, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.3 CONSULTING AGREEMENT THIS AGREEMENT, made, entered into, and effective this day of July, 2003 (the "Effective Date"), by and between JACK KUESSOUS, an individual having an address at 1795 E. 8th Street, Brooklyn, New York 11223...Consulting Agreement • November 26th, 2003 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
WHEREAS:Loan Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 22, 2003, by and among Palladium Communications, Inc. a Nevada corporation, with headquarters located at 416 W. Muhammad Ali Boulevard,...Securities Purchase Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
AGREEMENTLicense Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.4 MEMORANDUM OF AN AGREEMENT for a loan made on the 10th day of July 2002 BETWEEN: JUSCO UK LIMITED, of Bagshaw Hall , Bagshaw Hill, Derbyshire, DE45 1GF (hereinafter called "the Borrower") on the one part and CK's Supermarket Limited of...Loan Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.57 REPRESENTATION AGREEMENT THIS AGREEMENT is made on the 5th day of OCT 2005 BETWEEN 1. DUBREQ LIMITED of 1 St John's Square, Glastonbury, Somerset, BA6 9LJ ("Principal") 2. PEAK ENTERTAINMENT LIMITED of Bagshaw Hall, Bagshaw Hill,...Representation Agreement • April 6th, 2006 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • England
AMENDMENT TO LICENSE AGREEMENT between Wilf and Paula Shorrocks and Peak Entertainment Ltd. made April 30, 2002 This Amendment to License Agreement (the "Amendment") amends the License Agreement, dated April 30, 2002, between Wilf and Paula Shorrocks...License Agreement • April 27th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
a. NEC phone systems b. Lease agreement with TJ Associates, Inc. for properties at 416 W. Muhammad Ali Blvd., Louisville, Kentucky 40202 c. Sharp SF 2530 photocopierAsset Purchase Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • Kentucky
WHEREAS:Securities Purchase Agreement • April 27th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.4 Source Capital Group, Inc. Members NASD, SIPC Investment Bankers / Brokers tcoffin@sourcegrp.com W. Todd Coffin Mr. Wilf Shorrocks - CEO Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire DE45 1DL UK. March 23, 2004 Dear Mr. Shorrocks: The...Financial Advisory Agreement • April 27th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.8 LICENSE AGREEMENTLicense Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • California
Ameristar 444 Madison Avenue International Suite 2904 Capital, Inc. New York, NY 10022 212-750-7878 212-750-2326 fax February 11, 2004 Wilf Shorrocks Chief Executive Peak Entertainment Holdings, Inc. Bagshaw Hall, Bangshaw Hill Bakewell, Debyshire...Service Agreement • April 27th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.46 INTERNATIONAL REPRESENTATION AGREEMENT THIS AGREEMENT is made on the 2nd day of August 2004. BETWEEN 1. PEAK ENTERTAINMENT LTD of Bagshaw Hall,Bagshaw Hill, Bakewell, Derbyshire, DE45 1DL ("Peak"); and 2. Blue Chip Brands Pty Ltd of 37...International Representation Agreement • April 15th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • England
EXHIBIT 10.14 DATED 28-4-03 PARTIES 1. THE SILLY GOOSE COMPANY, LLC of 10 Hasting Drive, Tenafly, New Jersey, USA ("SILLY GOOSE") 2. PEAK ENTERTAINMENT LIMITED of Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire, England ("PEAK") INTRODUCTION This...Co-Production Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • England and Wales
EXHIBIT 10.23 LETTER AGREEMENT This Agreement is by and between POW! Entertainment LLC and Peak Entertainment Holdings, Inc. and will confirm an understanding regarding the development and exploitation of the property "Tattoo - the Marked Man". It is...Letter Agreement • February 2nd, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone)
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 22, 2003,...Stock Purchase Warrant • June 17th, 2003 • Peak Entertainement Holdings Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 31st day of October, 2000, among Corvallis, Inc., a Nevada corporation ("Corvallis"); USAOneStar.Net, Inc., a Texas corporation, (USAOneStar) and the...Agreement and Plan of Reorganization • November 14th, 2000 • Corvallis Inc • Blank checks • Nevada
EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SECURITIES MAY...Stock Purchase Warrant • June 6th, 2005 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 22, 2003, by and among Palladium Communications, Inc. a Nevada corporation, with headquarters located at 416 W. Muhammad Ali Boulevard, Louisville,...Securities Purchase Agreement • June 17th, 2003 • Peak Entertainement Holdings Inc • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 22, 2003, by and among Palladium Communications, Inc., a Nevada corporation with its headquarters located at 416 W. Muhammad Ali Boulevard, Louisville,...Registration Rights Agreement • June 17th, 2003 • Peak Entertainement Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 CANCELLATION OF DEBT IN EXCHANGE FOR SECURITIES This Cancellation of Debt in Exchange for Securities Agreement (the "Agreement") is entered as of July 23, 2004 by and between LAURA WELLINGTON ("Lender" or "Holder") and PEAK ENTERTAINMENT...Cancellation of Debt in Exchange for Securities Agreement • August 26th, 2004 • Peak Entertainment Holdings Inc • Telephone communications (no radiotelephone) • New York
