0001013762-10-001228 Sample Contracts

EMPLOYEE CONFIDENTIALITY AGREEMENT
Employee Confidentiality Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry • Colorado

This Employee Confidentiality Agreement ("Agreement") is made as of May 17, 2010 (the "Effective Date") by and between Victoria Industries, Inc., a Nevada corporation (to be named as Motor Sport Country Club Holdings, Inc.) ("Party-1") and Claus H. Wagner, an individual ("Party-2"), and

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EMPLOYMENT AGREEMENT
Employment Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the date of signing, by and between Victoria Industries Inc., a Nevada corporation (to be renamed as Motor Sport Country Club Holdings, Inc.) (the “Company”), and Claus Wagner, an individual who currently resides at the address set forth in Section 9 below (the “Executive”).

ESCROW AGREEMENT(2010)
Escrow Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry • Colorado

UMB Bank, n.a., hereinafter referred to as “Agent ,” hereby agrees to hold the prospective member’s Initiation Fee (“Deposit”) made by the signatory to this Agreement intending to become members in The Motor Sport Country Club (“MSCC”) pursuant to that certain Initial Membership Registration (the “Registration Agreement”) between each prospective MSCC member and the MSCC.

The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS1-10-06) (Mandatory 1-07)
Contract to Buy and Sell Real Estate • May 18th, 2010 • Victoria Industries Inc • Forestry • Colorado

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (AE41-5-09) (Mandatory 7-09)
Agreement to Amend/Extend Contract • May 18th, 2010 • Victoria Industries Inc • Forestry

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

STOCK ESCROW AGREEMENT AND AGREEMENT TO CANCEL SHARES
Stock Escrow Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry

This STOCK ESCROW AGREEMENT AND AGREEMENT TO CANCEL SHARES (the "Agreement), dated as of April 9, 2010, by and among Thor United Corporation, Berkshire International Finance, Inc .(collectively, the "Selling Shareholders"), Victoria Industries, Inc., a Nevada corporation ("Victoria"), Motorsports Country Club LLC, a Colorado limited liability company ("MCC") and Jody M. Walker, Attorney At Law, 7841 Garfield Way, Centennial, CO 80122 ("Stock Escrow Agent") (hereinafter "the Parties").

Motor Sport Country Club Membership Agreement
Membership Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry • Colorado

This Motor Sport Country Club Membership Agreement (“Agreement”), when signed by the applicant (“Member”) and accepted by Motor Sport Country Club (“MSCC”), together with the previously executed “Initial Membership Registration Agreement” which is hereby incorporated into and integral to this Agreement, and the Motor Sport Country Club Rules & Regulations as may be in effect from time to time, as specified below, shall constitute the full Agreement between MSCC and Member with respect to Member’s use of the track, paddock, vehicle dynamics area, clubhouse and related Facilities (collectively the “Facilities”) of the Motor Sport Country Club (the ”Club”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • May 18th, 2010 • Victoria Industries Inc • Forestry • New York

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2010, is by and among Victoria Industries, Inc., a Nevada corporation (“VII”); Motor Sports Country Club, LLC, a Colorado limited liability company (“MSCC”); and the member(s) of MSCC listed on Annex B hereto (the “Unitholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

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