Netter Digital Entertainment Inc Sample Contracts

Netter Digital Entertainment Inc – Senior Subordinated Note (September 24th, 1999)

NETTER DIGITAL ENTERTAINMENT, INC. Senior Subordinated Note Note Due On Demand Subsequent to June 30, 1999 No. BN-1 June 10, 1999 NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the "Company"), for value received, hereby, promises to pay to Allco Finance Group Limited ("AFGL") or registered assigns on demand made on anytime after June 30, 1999 (the "Demand Date") the principal amount of FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00) with an interest rate of 10% per annum, calculated on a daily basis. Such amount shall be due and payable within seven (7) business days from the date demand is made on the Company. The Company agres to pay interest on overdue principal, if any, at the rate of the lesser of (a) the maximum interest rate permitted by law and (b) 15% (the "Overdue Rate") per annum from the date such payment is due until paid

Netter Digital Entertainment Inc – EMPLOYMENT AGREEMENT (September 24th, 1999)

EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of the 7th day of September, 1999 by and between NETTER DIGITAL ENTERTAINMENT, INC., a Delaware Corporation ("Company"), and Jay Fukuto ("Employee"): 1. ENGAGEMENT. (a) Engagement; Title: Company hereby engages Employee, to render services as a Senior Vice President in charge of Animation of Company and Employee hereby accepts such engagement. (b) Reporting. Employee shall report and be subject to the overall direction and supervision of Douglas Netter, President and John Copeland, Executive Vice President. 2. NATURE AND PLACE OF SERVICES: (a) Employee shall be primarily responsible for development and production of animated productions and will render all services usually and customarily rendered by and required of executives similarly employed in the entertainment industry, as well as such other services as may be reasonably required by Company. (b)

Netter Digital Entertainment Inc – 1995 STOCK OPTION PLAN (April 16th, 1999)

EXHIBIT 4.1 NETTER DIGITAL ENTERTAINMENT, INC. 1995 STOCK OPTION PLAN 1. PURPOSE. This Stock Option Plan (the "Plan") is intended to serve as an incentive to, and to encourage stock ownership by certain eligible participants rendering services to Netter Digital Entertainment, Inc., a Delaware corporation, and certain affiliates as set forth below (the "Corporation"), so that they may acquire or increase their proprietary interest in the Corporation and to encourage them to remain in the service of the Corporation. 2. ADMINISTRATION. 2.1 Committee. The Plan shall be administered by a committee of two or more outside directors appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Commi

Netter Digital Entertainment Inc – PURCHASE AGREEMENT (April 8th, 1999)

NETTER DIGITAL ENTERTAINMENT, INC. PURCHASE AGREEMENT $1,000,000 Principal Amount of Senior Subordinated Convertible Notes Due March 29, 2,002 Dated as of March 29, 1999 To AIB Investments Pty Limited (ACN 084 322 421) of Level 24, Gateway, 1 Macquarie Place, Sydney, NSW, 2000, Australia, with offices at , 200 Park Avenue, 44th Floor, New York, New York 10166: The undersigned, NETTER DIGITAL ENTERTAINMENT, Inc., a Delaware corporation (the "Company"), agrees with you as follows: 1. DESCRIPTION OF NOTES; COMMITMENT; SALE AND PURCHASE AND CONVERSION. 1.1. Description of Notes. The Company has authorized the issue and sale of$1,000,000 aggregate principal amount of its non-interest bearing Senior Subordinated Notes due March 29, 2002 (the "Notes"), each to be dated the date of issue (the "Issue Date"), payable on maturity, or the

Netter Digital Entertainment Inc – COMMON STOCK PURCHASE WARRANT (April 8th, 1999)

THIS WARRANT AND THE SHARES OF CAPITAL STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT. March 29, 1999 NETTER DIGITAL ENTERTAINMENT, INC. COMMON STOCK PURCHASE WARRANT Warrant to Purchase 750,000 Shares of Common Stock Expiring March 29, 2004 THIS CERTIFIES THAT, for value received AIB Investments Pty Limited, an Australian corporation, or its permitted successors or as

Netter Digital Entertainment Inc – MASTER LEASE AGREEMENT (January 20th, 1999)

Quasi-M/L2800 (9/94) MASTER LEASE AGREEMENT (Quasi) THIS MASTER LEASE AGREEMENT, dated as of 6/18/98 ("Agreement"), between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810 (hereinafter called, together with its successors and assigns, if any,"Lessor"), and Netter Digital Entertainment, Inc., a corporation organized and existing under the laws of the State of Delaware with its mailing address and chief place of business at 5125 Lankershim Blvd., North Hollywood, CA 91601 (hereinafter called "Lessee"). WITNESSETH: I. LEASING: (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment ("Equipment") described in Annex A to any schedule hereto ("Schedule") Terms defined in a Schedule and not otherwise defined herein shall have the meanings ascribed to

Netter Digital Entertainment Inc – LEASE SCHEDULE (January 20th, 1999)

Dated: September 24, 1998 Lease Agreement No. 9818 Schedule No. 004 COMERICA LEASING, A DIVISION OF COMERICA BANK LEASE SCHEDULE 1. DESCRIPTION OF LEASE: Lease Agreement dated April 8,1998, by and between COMERICA LEASING, A DIVISION OF COMERICA BANK (herein "CLCB") as Lessor, and NETTER DIGITAL ENTERTAINMENT, INC. as Lessee (herein called "Lease Agreement"). 2. DESCRIPTION OF EQUIPMENT: $250,211.68 "As further described on attached Exhibit A". 3. LOCATION: The equipment described above shall be located at 5125 Lankershim Blvd., North Hollywood. CA 91601 . 4. TERM; RENTAL: The Term of the Lease Agreement for the Equipment described in this Schedule shall be in accordance with the provisions of the Lease Agreement and shall continue until all rental payments are fully paid. Lessee agrees to pay C

Netter Digital Entertainment Inc – LEASE SCHEDULE (January 20th, 1999)

Dated: May 15, 1998 Lease Agreement Schedule No. 002 COMERICA LEASING, A DIVISION OF COMERICA BANK LEASE SCHEDULE 1. DESCRIPTION OF LEASE: Lease Agreement dated April 8, 1998, by and between COMERICA LEASING, A DIVISION OF COMERICA BANK (herein "CLCB") as Lessor, and NETTER DIGITAL ENTERTAINMENT, INC. as Lessee (herein called "Lease Agreement"). 2. DESCRIPTION OF EQUIPMENT: Equipment Cost $225,782.53 "As further described on attached Exhibit A". 3. LOCATION: The equipment described above shall be located at 5125 Lankershim Blvd., North Hollywood, CA 91601. 4. TERM; RENTAL: The Term of the Lease Agreement for the Equipment described in this Schedule shall be in accordance with the provisions of the Lease Agreement and shall continue until all rental payments are fully paid. Lessee agrees to pay CLCB as r

Netter Digital Entertainment Inc – SCHEDULE TO MASTER LEASE AGREEMENT (January 20th, 1999)

SCHEDULE TO MASTER LEASE AGREEMENT Exhibit A to Master Lease Agreement No.: 30-000-49 Master Lease Agreement Date: August 7, 1997 Schedule No.:0210-006 Schedule Date: ,1998 Name and Address of Lessee: Netter Digital Entertainment, Inc. 5125 Lankershim Blvd. North Hollywood, CA 91601 Description of Items of Equipment: See Schedule "A" attached hereto and made a part hereof. Lessor's Cost of Items of Equipment $311,554.22 Equipment to be located at: 5125 Lankershim Blvd. And 360 Beach Blvd. North Hollywood, CA 91601 Burlingame, CA 94101 Commencement date of Lease: .................. Term of Lease Schedule: Thirty-six (36) months Rent payments will be due in a

Netter Digital Entertainment Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (September 25th, 1998)

AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made and entered by and between Douglas Netter ("Employee") and Netter Digital Entertainment, Inc., a Delaware corporation ("Employer"), as of the 11th day of September, 1998, with reference to the following facts: A. Employee is employed by Employer as its President and Chief Executive Officer pursuant to that certain Employment Agreement dated as of September 15, 1995 as amended to date (the "Employment Agreement"). B. Employer and Employee mutually desire to modify the terms of the Employment Agreement as further set forth herein. NOW, THEREFORE, in consideration of the mutual promises of the parties and the mutual benefits they will gain by their performances therof, all in accordance with the provisions hereinafter set forth, it is agreed: 1. Amendment to Employment Agreement. The last sentence of Paragraph 3(a) of the Employment Agreement is hereby amended to read in fu

Netter Digital Entertainment Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (September 25th, 1998)

AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement is made and entered by and between John Copeland ("Employee") and Netter Digital Entertainment, Inc., a Delaware corporation ("Employer"), as of the 11th day of September, 1998, with reference to the following facts: A. Employee is employed by Employer as its Executive Vice President and Secretary pursuant to that certain Employment Agreement dated as of September 15, 1995 as amended to date (the "Employment Agreement"). B. Employer and Employee mutually desire to modify the terms of the Employment Agreement as further set forth herein. NOW, THEREFORE, in consideration of the mutual promises of the parties and the mutual benefits they will gain by their performances therof, all in accordance with the provisions hereinafter set forth, it is agreed: 1. Amendment to Employment Agreement. The last sentence of Paragraph 3(a) of the Employment Agreement is hereby amended to read in full

Netter Digital Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1998)

REGISTRATION RIGHTS AGREEMENT Netter Digital Entertainment Inc., a Delaware corporation ("Company"), and W.J. Gallagher & Company, Inc., for and on behalf of the purchasers ("Purchasers") of the Company's Series A Preferred Stock as third party beneficiaries. A. The Company is a digital production studio combining high technology with entertainment to create television series, movies, documentary and multi-media productions. The Company specializes in creating science-fiction programming which combines live action with computer graphics, as well as family and children's entertainment. B. The Company is offering shares of Series A Convertible Preferred Stock (the "Securities") pursuant to that certain Offering Memorandum dated October 15, 1996. The Company and the Purchasers agree as follows: 1. Definitions. As used in this Agreement: a. The terms "register," "registered," and "registration" refer to a

Netter Digital Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1998)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of May 2, 1997, is entered into by and among NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation ("NDEI") , and LUCE, FORWARD, HAMILTON & SCRIPPS ("Luce, Forward"). RECITALS This Agreement is made with reference to the following recital of essential facts: A. Luce, Forward previously served as attorneys for NDEI. B. Luce, Forward claims that NDEI has failed to pay in full the fees and costs incurred in the course of Luce, Forward's representation of NDEI. C. The parties desire to resolve all disputes connected to or arising out of their former attorney-client relationship. D. As full consideration of any and all outstanding fees and costs, and pursuant to that certain Settlement Agreement and Mutual Release, dated as of May 2, 1997, by and between NDEI and Luce, Forward (the "Settleme

Netter Digital Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1998)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 30,1996 is entered into by and among NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation ("NDEI"), and each of the individuals whose name appears on the signature page of this Agreement (collectively, the "Shareholders"). RECITALS A. NDEI, NETTER ACQUISITION, INC., a wholly-owned subsidiary of NDEI ("Merger Subsidiary"), and VIDESSENCE, INC. ("Videssence") have entered into an Agreement and Plan of Merger and Reorganization, dated as of April 26, 1996 (the "Merger Agreement"), pursuant to which Merger Subsidiary will be merged with and into Videssence (the "Merger") upon the terms and subject to the conditions set forth in the Merger Agreement; B. At the effective time of the Merger, pursuant to Section 3.4.2 of the Merger Agreement, all of the outstanding shares of common stock, no par

Netter Digital Entertainment Inc – REGISTRATION RIGHTS AGREEMENT (June 16th, 1998)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 30,1996 is entered into by and among NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation ("NDEI"), and each of the individuals whose name appears on the signature page of this Agreement (collectively, the "Shareholders"). RECITALS A. NDEI, NETTER ACQUISITION, INC., a wholly-owned subsidiary of NDEI ("Merger Subsidiary"), and VIDESSENCE, INC. ("Videssence") have entered into an Agreement and Plan of Merger and Reorganization, dated as of April 26, 1996 (the "Merger Agreement"), pursuant to which Merger Subsidiary will be merged with and into Videssence (the "Merger") upon the terms and subject to the conditions set forth in the Merger Agreement; B. At the effective time of the Merger, pursuant to Section 3.4.2 of the Merger Agreement, all of the outstanding shares of common stock, no par

Netter Digital Entertainment Inc – Master Lease Agreement No. 6713377 (May 15th, 1998)

Authorized Financial Services Digital Financial Services Master Lease Agreement No. 6713377 MASTER LEASE AGREEMENT dated as of October 23, 1997 by and between Digital Financial Services, a division of General Electric Capital Corporation (hereinafter, called "Lessor"), having its principal place of business at 1400 Computer Drive, Westborough, Massachusetts 01581, and Netter Digital Entertainment, Inc. (hereinafter called "Lessee") having its principal place of business at 5125 Lankershim Boulevard , North Hollywood, CA 91601. Lessee and Lessor hereby agree to the Terms and Conditions of Lease set forth below on pages 1 through 4, and further agree that the only amendment, modification or waiver of the terms hereof must be in writing signed by both parties. THIS AGREEMENT AND EACH LEASE WILL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. LESSEE: Netter Digital Entert

Netter Digital Entertainment Inc – LEASE FINANCING AGREEMENT (May 15th, 1998)

COMERICA LEASING, A DIVISION OF COMERICA BANK LEASE FINANCING AGREEMENT LEASE FINANCING AGREEMENT dated as of April 8,1998, by and between COMERICA LEASING, A DIVISION OF COMERICA BANK, a Michigan Banking corporation, with its principal office located at 29201 Telegraph Road, Southfield, Michigan, 48034, and with local offices located at 55 Almaden Boulevard, lst Floor, San Jose, California 95113 (herein "CLCB") and NETTER DIGITAL ENTERTAINMENT, INC. , a Delaware corporation of 5125 Lankershim Blvd., North Hollywood, CA 91601 (herein called "Lessee"). Upon the terms and conditions contained herein, CLCB agrees to lease to Lessee, and Lessee agrees to lease from CLCB, and grant to CLCB a security interest in, the Equipment described in the Lease Schedule(s) executed from time to time by the parties and thereby made a part hereof. "Schedule" as used herein includes each of such Lease Schedules, together with any amendments, attachments and exhibits thereto, each of which

Netter Digital Entertainment Inc – CONSULTING AGREEMENT (February 13th, 1998)

CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into as of December 10, 1997, by and between Netter Digital Entertainment, Inc., a Delaware corporation ("Company") and Geoffrey Talbot ("Consultant") with reference to the following facts: A. Company is in the business of digital entertainment production and services and the manufacture and distribution of lighting products (collectively, the "Business"). B. Consultant has expertise in managing companies engaged in the Business, in developing business plans for companies engaged in the Business, in identifying and analyzing other companies which might be acquired by or merged into the Company to augment and enhance the Business, and in advising the Company concerning its operations and financial growth. C. Consultant was formerly Acting Chief Financial Officer and a member of the Board of Directors of the Company. D. Company now wishes to engage

Netter Digital Entertainment Inc – STOCK OPTION AGREEMENT (February 13th, 1998)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 10th day of December, 1997, by and between Netter Digital Entertainment, Inc., a Delaware corporation ("Optionor"), and Geoffrey Talbot ("Optionee") with reference to the following facts: A. Optionor and Optionee have entered into a Consulting Agreement of even date herewith (the "Consulting Agreement") pursuant to which Optionor has

Netter Digital Entertainment Inc – STOCK OPTION AGREEMENT (December 30th, 1997)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 10th day of December, 1997, by and between Netter Digital Entertainment, Inc., a Delaware corporation ("Optionor"), and Geoffrey Talbot ("Optionee") with reference to the following facts: A. Optionor and Optionee have entered into a Consulting Agreement of even date herewith (the "Consulting Agreement") pursuant to which Optionor has

Netter Digital Entertainment Inc – 1997 INCENTIVE STOCK OPTION PLAN (December 30th, 1997)

NETTER DIGITAL ENTERTAINMENT, INC. 1997 INCENTIVE STOCK OPTION PLAN 1. Purpose. This Netter Digital Entertainment, Inc., 1997 Incentive Stock Option Plan (the "Plan") is intended to allow designated employees, executive officers and consultants, including employee directors, (all of whom are sometimes collectively referred to herein as "Employees") of Netter Digital Entertainment, Inc., a Delaware corporation ("Netter Digital"), and Subsidiaries which it may have from time to time (Netter Digital and such Subsidiaries being together referred to herein as the "Company") to receive certain options under the Plan ("Stock Options") to purchase Netter Digital's common stock, $.01 par value per share ("Common Stock"), as herein provided. "Subsidiary" shall mean each corporation which is a "subsidiary corporation" of Netter Digital, within the definition contained in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "

Netter Digital Entertainment Inc – DIRECTOR STOCK OPTION AGREEMENT (December 30th, 1997)

NETTER DIGITAL ENTERTAINMENT, INC. DIRECTOR STOCK OPTION AGREEMENT This Director Stock Option Agreement (the "Agreement") is made and entered into as of ________________, by and between NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the "Company"), and _________________ ("Optionee"), with reference to the following facts: A. The Company has duly adopted a 1997 Directors' Stock Option Plan (hereinafter referred to as the "Plan"), under which (1) each present Non-Employee Director who was reelected a director after the Plan was adopted by the Board was granted automatically an initial stock option to purchase 10,000 shares of the Company's Common Stock at Fair Market Value as of the Date of Grant, (2) each present and future Non-Employee Director who was or will be first elected a director after the Plan was adopted by the Board was or will be granted automatically an initial stock option to purchase 30,000

Netter Digital Entertainment Inc – NONSTATUTORY STOCK OPTION AGREEMENT (December 30th, 1997)

NETTER DIGITAL ENTERTAINMENT, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Nonstatutory Stock Option Agreement (the "Agreement") is made and entered into as of ________, 199_ (hereinafter referred to as the "Date of Grant"), by and between NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the "Company"), and ____________________ ("Optionee"), with reference to the following facts: A. The Company has duly adopted a 1997 Incentive Stock Option Plan (hereinafter referred to as the "Plan") which authorizes the Board of Directors of the Company (the "Board") to grant nonstatutory stock options or incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and which is intended to encourage ownership of stock of the Company by designated employees, executive officers and consultants, including employee directors, and to provide additional incentive for them to p

Netter Digital Entertainment Inc – 1997 DIRECTORS' STOCK OPTION PLAN (December 30th, 1997)

NETTER DIGITAL ENTERTAINMENT, INC. 1997 DIRECTORS' STOCK OPTION PLAN 1. Purpose. This Netter Digital Entertainment, Inc. 1997 Directors' Stock Option Plan (the "Plan") is intended to promote the best interests of Netter Digital Entertainment, Inc., a Delaware corporation ("Netter Digital"), and its stockholders by providing to each member of Netter Digital's Board of Directors (the "Board") who is a Non-Employee Director (as defined in paragraph 3 herein) the opportunity to acquire a proprietary interest in Netter Digital by receiving options ("Stock Options") to purchase Netter Digital's common stock, $.01 par value ("Common Stock"), as herein provided. The Plan is intended to promote an increased incentive and personal interest in the welfare of Netter Digital by those individuals who are primarily responsible for shaping the long-range plans of Netter Digital, assist Netter Digital in attracting and retaining on its Board

Netter Digital Entertainment Inc – INCENTIVE STOCK OPTION AGREEMENT (December 30th, 1997)

NETTER DIGITAL ENTERTAINMENT, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (the "Agreement") is made and entered into as of _____________, 199_ (hereinafter referred to as the "Date of Grant"), by and between NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the "Company"), and ___________________ ("Optionee"), with reference to the following facts: A. The Company has duly adopted a 1997 Incentive Stock Option Plan (hereinafter referred to as the "Plan") which authorizes the Board of Directors of the Company (the "Board") to grant nonstatutory stock options or incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and which is intended to encourage ownership of stock of the Company by designated employees, executive officers and consultants, including employee directors, and to provide additional incentive for them

Netter Digital Entertainment Inc – CONSULTING AGREEMENT (December 30th, 1997)

CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into as of December 10, 1997, by and between Netter Digital Entertainment, Inc., a Delaware corporation ("Company") and Geoffrey Talbot ("Consultant") with reference to the following facts: A. Company is in the business of digital entertainment production and services and the manufacture and distribution of lighting products (collectively, the "Business"). B. Consultant has expertise in managing companies engaged in the Business, in developing business plans for companies engaged in the Business, in identifying and analyzing other companies which might be acquired by or merged into the Company to augment and enhance the Business, and in advising the Company concerning its operations and financial growth. C. Consultant was formerly Acting Chief Financial Officer and a member of the Board of Directors of the Company. D. Company now wishes to engage C

Netter Digital Entertainment Inc – EMPLOYMENT AGREEMENT (September 29th, 1997)

EMPLOYMENT AGREEMENT This Agreement is made and entered into by and between Delwin Francis hereinafter referred to as "Employee," and VIDESSENCE, INC., a California corporation, hereinafter referred to as "Employer," as of the 31st day of December 1996. WHEREAS, NETTER DIGITAL ENTERTAINMENT, INC. ("NDEI") is the sole shareholder of Employer. WHEREAS, Employee and Employer desire to set out the terms of Employee's employment, all as more particularly set forth below. NOW, THEREFORE, in consideration of the mutual promises of the parties and the mutual benefits they will gain by their performances thereof, all in accordance with the provisions hereinafter set forth: I. Term of Employment. a. Basic Term. Employer hereby agrees to employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 until the earlier of (i) the date one (1) year from the date of this Agreement ("Initial Term Date

Netter Digital Entertainment Inc – PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS (September 29th, 1997)

THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT THE TIME OF SUCH OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933 FORMING A PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT. WARRANT For the Purchase of Preferred Stock, $0.001 Par Value Per Share NETTER DIGITAL ENTERTAINMENT, INC. (Incorporated Under the Laws of the State of California) Void After 11:59 P.M. October 14, 2001 No. 1 Warrant to Purchase Four Thousand Seven Hundred Fifteen (4,715) Shares. THIS IS TO CERTIFY, that, for value received, W.J. GALLAGHER & COMPANY, INC., is entitled, subject to the terms and conditio

Netter Digital Entertainment Inc – VARIABLE RATE-INSTALLMENT NOTE (September 29th, 1997)

VARIABLE RATE-INSTALLMENT NOTE AMOUNT NOTE DATE MATURITY DATE TAX IDENTIFICATION $160,000.00 JUNE 30, 1997 JUNE 30, 1999 94 -3 112 028 For Value Received, the undersigned promise(s) to pay to the order of COMERICA BANK-CALIFORNIA ("Bank'), at any office of the Bank in the State of California ONE HUNDRED SIXTY THOUSAND AND NO/100 Dollars (U.S.) In installments of $6,666.67 each [ ] INCLUSIVE OF [x] PLUS interest on the unpaid balance from the date of this Note at a per annum rate equal to-the Bank's base rate from time to time in effect PLUS 2.500 % per annum until maturity, whether by acceleration or otherwise, or until Default, as later defined, and after that at a default rate equal to the rate of Interest otherwise prevailing under this Note plus 3% per annum (but in no event in excess of the maximum rate permitted by law). Interest shall be calculated for the actual number of days the principal is outstanding on the basis of a 360

Netter Digital Entertainment Inc – EMPLOYMENT AGREEMENT (September 29th, 1997)

EMPLOYMENT AGREEMENT This Agreement is made and entered into by and between PAUL D. COSTA hereinafter referred to as "Employee," and VIDESSENCE, INC., a California corporation, hereinafter referred to as "Employer," as of the 31st day of December 1996. WHEREAS, NETTER DIGITAL ENTERTAINMENT, INC. ("NDEI") is the sole shareholder of Employer. WHEREAS, Employee and Employer desire to set out the terms of Employee's employment, all as more particularly set forth below. NOW, THEREFORE, in consideration of the mutual promises of the parties and the mutual benefits they will gain by their performances thereof, all in accordance with the provisions hereinafter set forth: I. Term of Employment. a. Basic Term. Employer hereby agrees to employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 until the earlier of (i) the date five (5) years from the date of this Agreement ("Initial Term Date"

Netter Digital Entertainment Inc – STOCK OPTION AGREEMENT (September 29th, 1997)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 1st day of September, 1997, by and between Netter Digital Entertainment, Inc., a Delaware corporation ("Optionor"), and H.D. Brous & Co., Inc. ("Optionee") with reference to the following facts: A. Optionor and Optionee have entered into a financial advisory agreement pursuant to which Optionor has engaged Optionee to act as an

Netter Digital Entertainment Inc – MASTER LEASE AGREEMENT (September 29th, 1997)

MASTER LEASE AGREEMENT Master Lease Agreement No.:30-00049 THIS MASTER LEASE AGREEMENT (the "Lease"), by and between LYON CREDIT CORPORATION,. a corporation organized and existing under the laws of the State of Delaware, with an office address at 1266 East Main Street, S@ord, Connecticut 06902-3546 (together with its assigns, if any, "Lessor") and Netter Digital Entertainment, Inc. a corporation organized and existing under the laws of the State of Delaware with its residence, mailing address and chief place of business at 5125 Lankershim Blvd., North Hollywood, CA 91601 ("Lessee"); WITNESSETH 1. LEASING: Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor such unit or units of equipment ("Equipment" and a unit thereof, an "Item" or "Item of Equipment") described in any Schedule, now or hereafter

Netter Digital Entertainment Inc – Re: Financial Advisory Agreement (September 29th, 1997)

H.D. Brous & Co., Inc. 80 Cuttermill Road Great Neck, New York 11021 September 1, 1997 Douglas Netter Chairman of the Board, President and Chief Executive Officer Netter Digital Entertainment, Inc. 5125 Lankershim Boulevard North Hollywood, California 91601 Re: Financial Advisory Agreement Dear Doug: This will confirm the understanding and agreement (the "Agreement") between H.D. Brous & Co., Inc. ("Brous") and Netter Digital Entertainment, Inc. (the "Company") as follows: 1. Purpose. Company hereby engages Brous and Brous hereby accepts such engagement, as the Company's exclusive financial advisor and consultant (and not as an agent) during the term specified hereinafter upon the terms and conditions as set forth herein. 2. Term. This Agreement shall be effective for a period of six (6) months (the "Term"), commencing Se

Netter Digital Entertainment Inc – EMPLOYMENT AGREEMENT (September 29th, 1997)

EMPLOYMENT AGREEMENT This Agreement is made and entered into by and between Samuel P. Cercone hereinafter referred to as "Employee," and VIDESSENCE, INC., a California corporation, hereinafter referred to as "Employer," as of the 31st day of December 1996. WHEREAS, NETTER DIGITAL ENTERTAINMENT, INC. ("NDEI") is the sole shareholder of Employer. WHEREAS, Employee and Employer desire to set out the terms of Employee's employment, all as more particularly set forth below. NOW, THEREFORE, in consideration of the mutual promises of the parties and the mutual benefits they will gain by their performances thereof, all in accordance with the provisions hereinafter set forth: I. Term of Employment. a. Basic Term. Employer hereby agrees to employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 until the earlier of (i) the date one (1) year from the date of this Agreement ("Initial Term

Netter Digital Entertainment Inc – FOURTH AMENDMENT TO (February 7th, 1997)

Exhibit 2.6 FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Fourth Amendment to Agreement and Plan of Merger and Reorganization ("Amendment") is made effective as of December 13, 1996, between NETTER DIGITAL ENTERTAINMENT, INC., a Delaware corporation ("NDEI"), NETTER ACQUISITION, INC., a California corporation ("NAC") and VIDESSENCE, INC., a California corporation ("Videssence"), with reference to the following facts: A. NDEI, NAC and Videssence entered into an Agreement and Plan of Merger and Reorganization dated April 26, 1996 (the "Merger Agreement") pursuant to which NAC would merge into Videssence, making Videssence the wholly-owned subsidiary of NDEI. B. NDEI, NAC and Videssence entered into the First Amendment to