STOCK PURCHASE AGREEMENT Dated: May 6, 2006 UNIVERSAL TANNING VENTURES, INC. SELLER AND RHINO ISLAND CAPITAL, LTD. PURCHASERStock Purchase Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • Delaware
This Stock Purchase Agreement (the “Agreement”), dated as of this 6th day of May, 2006 between UNIVERSAL TANNING VENTURES, INC., a Delaware corporation having offices at 600 East Altamonte Drive, Suite 1050, Altamonte Springs, Florida 32701 (the “Company”), and Rhino Island Capital, Ltd., a BVI International Business Company, the registered address of which is; 30 De Castro Street, Road Town Tortola, British Virgin Islands, (the “Purchaser”).
SHARE DEPOSIT ESCROW AGREEMENTShare Deposit Escrow Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • Florida
AGREEMENT made as of this 6th day of May, 2006 by and between UNIVERSAL TANNING VENTURES INC (the “ISSUER”) a Delaware corporation with its principal place of business at 1800 2nd Street, Sarasota, Florida 34236, RHINO ISLAND CAPITAL, LTD. (the “PURCHASER”), a BVI International Business Company, the registered address of which is; 30 De Castro Street, Road Town Tortola, British Virgin Islands, and Madison Stock Transfer, Inc. (the “ESCROW AGENT”) with its principal place of business at 1688 East 16th Street, Brooklyn, Suite #7, New York 11229.
GALILEO ASSET MANAGEMENT SA INVESTMENT ADVISORY AGREEMENT FOR UNIVERSAL TANNING VENTURES, INC.Investment Advisory Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • New York
THIS AGREEMENT (the “Agreement”) dated as of May 5, 2006, by and between Universal Tanning Ventures, Inc., having offices at 600 East Altamonte Drive, Suite 1050, Altamonte Springs, Florida 32701 and its subsidiaries (collectively, the “Company”) and Galileo Asset Management, SA, a Swiss Corporation and member of the ARIF (Association Romande des Intermédiaires Fiduciares) located at the World Trade Center, Avenue Gratta-Paille 2, Case Postale 4767, CH – 1000 Lausanne 30, Switzerland (the “Advisor”).
