Registry Magic Inc Sample Contracts

Voiceflash Networks Inc – INSTR# 102587506 OR BK 34463 Pages 1639 - 1650 RECORDED 01/24/03 17:1:53 BROWARD COUNTY COMMISSION DEPUTY CLERK 1043 #1, 12 Pages IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CIVIL DIVISION IN RE: VOICEFLASH NETWORKS, INC. d/b/a DATAFLASH CORP. Assignor to: DONALD KAPLAN, Assignee Case No. 03-01553 (January 29th, 2003)

ASSIGNMENT, made this 24 day of January, 2003 between VoiceFlash Networks, Inc. d/b/a Data Flash Corp., with a principal place of business at 10 Fairway Drive, Suite 300, Deerfield Beach, FL 33441, hereinafter "Assignor," and Donald Kaplan, whose address is c/o Michael Moecker & Associates, 6861 S. W. 196 Avenue, Suite 201-04, Pembroke Pines, FL 33332, hereinafter "Assignee."

Voiceflash Networks Inc – EMPLOYMENT AGREEMENT (October 22nd, 2002)

- 9 - EMPLOYMENT AGREEMENT Employment Agreement made as of March 7, 2002 (the "Effective Date") by and between VoiceFlash Network, Inc., a Florida corporation (the "Company"), and Thomas C. Teper ("Employee"). WITNESSETH: WHEREAS, Employee wishes to be employed by the Company with the duties arid responsibilities as hereinafter described, and the Company desires to assure itself of the availability of Employee's services in such capacity. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Employee hereby agree as follows; 1. Employment. The Company hereby agrees to employ Employee, arid Employee hereby agrees to serve the Company, upon the terms arid conditions hereinafter set forth. 2. Term. The employment of Em

Voiceflash Networks Inc – EMPLOYMENT AGREEMENT (October 22nd, 2002)

- 9 - EMPLOYMENT AGREEMENT Employment Agreement made as of September 24,2001 by and between VoiceFlash Network, Inc., a Florida corporation (the "Company"), and Robert Kaufman ("Employee"). WITNESSETH: WHEREAS, Employee wishes to be employed by the Company with the duties and responsibilities as hereinafter described, and the Company desires to assure itself of the availability of Employee's services in such capacity. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and Employee hereby agree as follows: 1. Employment. The Company hereby agrees to employ Employee, and Employee hereby agrees to serve the Company, upon the terms and conditions hereinafter set forth. 2. Term. The employment of Employee by the Company purs

Voiceflash Networks Inc – EXECUTIVE EMPLOYMENT AGREEMENT (October 22nd, 2002)

- 7 - EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 18th day of October, 2001, is between United Capturdyne Technologies, Inc. (the "Company") and Max Jeffrey Korbin, II ("Korbin"). WHEREAS, Korbin has been employed as an executive of the Company and was also a principal shareholder of the Company; and WHEREAS, The Company has, as of the Effective Date, merged with a wholly owned subsidiary of VoiceFlash Networks, Inc. The Company is the surviving corporation as of the Effective Time and has retained its name; and WHEREAS, the Company desires to assure continuance of Korbin's service in connection with such business; and WHEREAS, Korbin agrees to be employed and the Company agrees to employ Korbin as the Chief Executive Officer of the Company as of the date hereof. WHEREAS, the parties agree that a covenant not to

Voiceflash Networks Inc – EMPLOYMENT AGREEMENT (October 22nd, 2002)

AMENDMENT NO. 1 TO REGISTRY MAGIC INCORPORATION EMPLOYMENT AGREEMENT Amendment No. 1 dated July ____, 2000 to Employment Agreement dated December 19, 1997 (the "Employment Agreement") between REGISTRY MAGIC INCORPORATED (the "Company") and LAWRENCE COHEN (the "Executive"). WHEREAS, the Company and the Executive have previously entered into the Employment Agreement, and WHEREAS, the parties wish to extend the term of the Employment Agreement on the terms hereafter provided: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, the parties hereby agrees as follows: 1. The Company and the Executive agree that the term of employment of the Employment Agreement shall be extended from December 19, 2000 through December 19, 2003. 2. For the extended term of the Agreement, the Com

Voiceflash Networks Inc – PROMISSORY NOTE (June 6th, 2002)

First Union PROMISSORY NOTE $300,000.00 February 5, 2002 VoiceFlash Networks, Inc. 6401 Congress Avenue, Ste. 250 Boca Raton, Florida 33487 Value Stream Systems, Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 United Capturdyne Technologies, Inc. 1 001 NW 62nd Street, Suite 407 (individually and collectively "Borrowerj') First Union National Bank 214 North Hogan Street - FLOO70 Jacksonville, Florida 32202 (Hereinafter referred to as "Bank") Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications

Voiceflash Networks Inc – EMPLOYMENT AGREEMENT (November 16th, 2001)

EXHIBIT 10.1 Employment Agreement with Mitchell Palmigiano EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of __________, 2001, between VOICEFLASH NETWORKS, INC., a Florida corporation (the "Company"), and Mitchell Palmigiano whose residence address is 2615 Avenue O, Apt. 6M, Brooklyn, New York 11210 ("Employee"). WHEREAS, the Company desires to employ Employee, and Employee desires to serve the Company, on the terms and conditions hereinafter set forth; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee do hereby mutually covenant and agree as follows: 1. Employment. The Company agrees to employ Employee to perform the duties described in this Agreement, and Employee accepts such employment on the terms and subject to the conditions stated in th

Voiceflash Networks Inc – AMENDMENT #1 TO SUBSCRIPTION AGREEMENT (November 8th, 2001)

EXHIBIT 10.3 AMENDMENT #1 TO SUBSCRIPTION AGREEMENT THIS AMENDMENT (the "Amendment") is made to those certain Subscription Agreements by and between Voiceflash Networks, Inc. ("Voiceflash") and Alpha Capital Aktiengesellschaft and Stonestreet Limited Partnership (each a "Subsriber" and collectively "Subscribers") dated August 6, 2001 (the "Subscription Agreement[s]"). WHEREAS, pursuant to Section 10.1(iv) of the Subscription Agreement, Voiceflash was required to file a registration statement ("Registration Statement") with the Securities and Exchange Commission on or before October 5, 2001 ("Filing Date") which Registration Statement was required to be declared effective by the Securities and Exchange Commission on or before December 4, 2001 ("Effective Date"). Failure by the Debtor to timely file the Registration Statement by the Filing Date or for such Registration Statement not to be declared effective on o

Voiceflash Networks Inc – COMMON STOCK PURCHASE WARRANT (November 8th, 2001)

EXHIBIT 4.9 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOICEFLASH NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 15,000 Shares of Common Stock of Voiceflash Networks, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2001-5 Issue Date: October 18, 2001 VOICEFLASH NETWORKS, INC., a corporation organized under the laws of the State of Florida (the "Company"), hereby certifies that, for va

Voiceflash Networks Inc – EXECUTIVE EMPLOYMENT AGREEMENT (October 23rd, 2001)

EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 18th day of October, 2001, is between United Capturdyne Technologies, Inc. (the "Company") and Max Jeffrey Korbin, II ("Korbin"). WHEREAS, Korbin has been employed as an executive of the Company and was also a principal shareholder of the Company; and WHEREAS, The Company has, as of the Effective Date, merged with a wholly owned subsidiary of VoiceFlash Networks, Inc. The Company is the surviving corporation as of the Effective Time and has retained its name; and WHEREAS, the Company desires to assure continuance of Korbin's service in connection with such business; and WHEREAS, Korbin agrees to be employed and the Company agrees to employ Korbin as the Chief Executive Officer of the Company as of the date hereof. WHEREAS, the parties agree that a covenant not to compete is essential to the growth and stabili

Voiceflash Networks Inc – AGREEMENT AND PLAN OF MERGER (October 23rd, 2001)

AGREEMENT AND PLAN OF MERGER BY AND AMONG VOICEFLASH NETWORKS, INC., a Florida corporation AND VFNX, INC., a Florida corporation AND UNITED CAPTURDYNE, INC., a Florida corporation AND MAX JEFFREY KORBIN, II OCTOBER 8, 2001 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of October 8th, 2001, by and among VoiceFlash Networks, Inc., a Florida corporation ("VFNX"), VFNX, Inc., a Florida corporation and wholly-owned subsidiary of VFNX ("Acquisition Sub"), United Capturdyne Technologies, Inc., a Florida corporation ("UCT") and Max Jeffrey Korbin, II ("Korbin") as majority shareholder. The c

Voiceflash Networks Inc – SUBSCRIPTION AGREEMENT (August 17th, 2001)

1 EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Voiceflash Networks, Inc., a Florida corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, 7% Convertible Notes (the "Notes") convertible in accordance with the terms thereof into shares of the Company's $.001 par value common stock (the "Company Shares") for the aggregate consideration as set forth on the signature page hereof ("Purchase Price"). The form of Convertible Note is annexed hereto as Exhibit A. (The Company Shares included in the Securities (as hereinafter defined) are sometimes referred to herein as the "Shares" or "Common Stock"). (The Notes, the Company Shares, Common Stock Purchase Warrants ("Warrants") issuable to the Subscribers, and the Common Stock issuable upon exercise of the Warrants are collectively referred to herei

Voiceflash Networks Inc – COMMON STOCK PURCHASE WARRANT (August 17th, 2001)

1 EXHIBIT 4.2(a) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOICEFLASH NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 105,000 Shares of Common Stock of Voiceflash Networks, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2001-1 Issue Date: August 6, 2001 VOICEFLASH NETWORKS, INC., a corporation organized under the laws of the State of Florida (the "Company"), hereby certifies that, for val

Voiceflash Networks Inc – CONVERTIBLE NOTE (August 17th, 2001)

1 EXHIBIT 4.1(b) THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOICEFLASH NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, VOICEFLASH NETWORKS, INC., a Florida corporation (hereinafter called "Borrower"), hereby promises to pay to STONESTREET LIMITED PARTNERSHIP, c/o Canaccord Capital Corporation, 320 Bay Street, Suite 1300, Toronto, ON M5H 4A6, Canada, Fax: 416-956-8989 (the "Holder") or order, without demand, the sum of Two Hundred and Twenty-Five Thousand Dollars ($

Voiceflash Networks Inc – COMMON STOCK PURCHASE WARRANT (August 17th, 2001)

1 EXHIBIT 4.2(b) THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOICEFLASH NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 45,000 Shares of Common Stock of Voiceflash Networks, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2001-2 Issue Date: August 6, 2001 VOICEFLASH NETWORKS, INC., a corporation organized under the laws of the State of Florida (the "Company"), hereby certifies that, for val

Voiceflash Networks Inc – CONVERTIBLE NOTE (August 17th, 2001)

1 EXHIBIT 4.1(a) THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOICEFLASH NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, VOICEFLASH NETWORKS, INC., a Florida corporation (hereinafter called "Borrower"), hereby promises to pay to ALPHA CAPITAL AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax: 011-42-32323196 (the "Holder") or order, without demand, the sum of Five Hundred and Twenty-Five Thousand Dollars ($525,000.00), with simple interest a

Voiceflash Networks Inc – CERTIFICATE OF MERGER (July 2nd, 2001)

1 Exhibit 2 CERTIFICATE OF MERGER OF BRISTOL RETAIL SOLUTIONS, INC. (A DELAWARE CORPORATION) WITH AND INTO RMAG ACQUISITION CORP. (A FLORIDA CORPORATION) Pursuant to the General Corporate Law of the State of Delaware the undersigned corporation DOES HEREBY CERTIFY: FIRST: That BRISTOL RETAIL SOLUTIONS, INC., a Delaware corporation shall be merged with and into RMAG ACQUISITION CORP., a Florida corporation. BRISTOL RETAIL SOLUTIONS, INC. and RMAG ACQUISITION CORP. are sometimes hereinafter collectively referred to as the "Constituent Corporations." SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requireme

Voiceflash Networks Inc – ARTICLES OF MERGER (July 2nd, 2001)

1 Exhibit 1 ARTICLES OF MERGER OF BRISTOL RETAIL SOLUTIONS, INC. (A DELAWARE CORPORATION) WITH AND INTO RMAG ACQUISITION CORP. (A FLORIDA CORPORATION) Pursuant to Section 607.1105 of the Florida Business Corporation Act, the undersigned corporations adopt the following Articles of Merger: FIRST: The plan of merger is as follows: 1. MERGER. BRISTOL RETAIL SOLUTIONS, INC., a Delaware corporation ("DELAWARE"), shall be merged (the "Merger") with and into RMAG ACQUISITION CORP., a Florida corporation bearing Document Number P01000062608 ("FLORIDA"). FLORIDA and DELAWARE are sometimes hereinafter collectively referred to as the "Constituent Corporations." FLORIDA shall be the su

Voiceflash Networks Inc – ARTICLES OF INCORPORATION (July 2nd, 2001)

1 Exhibit 3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF REGISTRY MAGIC INCORPORATED Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned President of REGISTRY MAGIC INCORPORATED, a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida, does hereby certify: First: That pursuant to Unanimous Written Consent of the Board of Directors of said Corporation dated May 8, 2001, and Special Meeting of the Shareholders of said Corporation on June 19, 2001, the Board of Directors and Majority Shareholders approved the Amendment to the Corporation's Articles of Incorporation as follows: Article I of the Articles of Incorporation of this Corporation is amende

Voiceflash Networks Inc – PRESS RELEASE (July 2nd, 2001)

1 Exhibit 4 FOR IMMEDIATE RELEASE PRESS RELEASE VOICEFLASH NETWORKS, INC. ANNOUNCES COMPLETION OF MERGER WITH BRISTOL RETAIL SOLUTIONS, INC. Boca Raton, FL, July 2, 2001 -- VoiceFlash Networks, Inc. (Nasdaq Symbol VFNX), formerly Registry Magic Incorporated, announced today that it has completed its merger with Bristol Retail Solutions, Inc., which is now a wholly-owned subsidiary of VoiceFlash Networks Inc. Bristol Retail Solutions, Inc., which is a major distributor of point-of-sale systems and turnkey retail automation systems for IBM, NCR, Micros, Panasonic, Fujitsu and other manufacturers throughout the United States, has in excess of 16,000 customers. In a statement by Lawrence Cohen, Chairman of the combined companies, stated that "The merger represents a crucial milestone in commercializing our VoiceFl

Registry Magic Inc – AGREEMENT AND PLAN OF MERGER (November 21st, 2000)

1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BRISTOL RETAIL SOLUTIONS, INC., RMAG ACQUISITION CORP. and REGISTRY MAGIC INCORPORATED Dated as of November 6, 2000 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2000 (the "Agreement"), by and among BRISTOL RETAIL SOLUTIONS, INC., a Delaware corporation ("BRS"), REGISTRY MAGIC INCORPORATED, a Florida corporation ("RMAG"), and RMAG ACQUISITION CORP., a Delaware corporation ("SUB"), which is a direct wholly-owned subsidiary of RMAG. BRS and SUB are hereinafter sometimes collectively referred to as the "Constituent Corporations." RECITALS

Registry Magic Inc – ELECTION AGREEMENT (May 15th, 2000)

1 EXHIBIT 4.3 ELECTION AGREEMENT ELECTION AGREEMENT ("Agreement"), dated as of February _____, 2000, effective at the Effective Time of the merger between Synergex International Corporation, Registry Magic Incorporated and RMAG Acquisition Corp., between Lawrence Cohen ("Cohen"), Michele Wong ("Wong"), Kenneth Lidster ("Lidster") (individually "Shareholder" and collectively the "Shareholders") and Registry Magic Incorporated, a Florida corporation ("RMAG"). A. The Shareholders are the record and beneficial owners of _________ issued and outstanding shares, in the amounts indicated below (together with any shares acquired after the date hereof, the "Shares") of common stock, par value $.001, of RMAG: Shareholder No. of Shares ----------- -------------

Registry Magic Inc – VOTING AGREEMENT (May 15th, 2000)

1 EXHIBIT 4.2 VOTING AGREEMENT VOTING AGREEMENT ("Agreement"), dated as of February 11, 2000, between Alliant Holding & Transfer Company ("Alliant" or "Shareholder") and Synergex International Corporation, a California corporation ("SIC"). SIC is sometimes herein referred to as the "Company". A. The Shareholder is the record and beneficial owner of that number of issued and outstanding shares (together with any shares acquired after the date hereof, the "Shares") of Common Stock of Registry Magic Incorporated, a Florida corporation ("RMAG"), as indicated on Exhibit A attached hereto and made a part hereof, which Shares represent approximately the percentages of the currently issued and outstanding shares of RMAG's Common Stock as indicated on Exhibit A. B. In order to induce SIC to enter into the Agreement and Plan of Merger, dated as of the date hereof (the "Merger A

Registry Magic Inc – LINE OF CREDIT NOTE (May 15th, 2000)

1 EXHIBIT 10.3 LINE OF CREDIT NOTE SYNERGEX INTERNATIONAL CORPORATION, a California corporation with its principal place of business at 2330 Gold Meadow Way, Gold River, California 95670 ("Synergex"), and REGISTRY MAGIC INCORPORATED, a Florida corporation with its principal place of business at 3998 FAU Boulevard, Suite 200-105, Boca Raton, Florida 33431 ("RMAG"), agree as follows: 1. Advances. Registry will advance to Synergex up to Fifty Thousand Dollars ($50,000) per month (or a total of $150,000) between April 1, 2000 and June 30, 2000, which funds shall be used to pay salaries and benefits to the persons described in Exhibit A attached hereto. Advances hereunder will be made by RMAG at the written request of Michele C. Wong, President and Chief Executive Officer of Synergex (or such other persons as Synergex may authorize), who is authorized to request a

Registry Magic Inc – MANAGEMENT SERVICES AGREEMENT (May 15th, 2000)

1 EXHIBIT 10.5 MANAGEMENT SERVICES AGREEMENT SYNERGEX INTERNATIONAL CORPORATION, a California corporation with its principal place of business at 2330 Gold Meadow Way, Gold River, California 95670 ("Synergex"), and REGISTRY MAGIC INCOPORATED, a Florida corporation with its principal place of business at 3998 FAU Boulevard, Suite 200-105, Boca Raton, Florida 33431 ("RMAG"), agree as follows: 1. TERM. This Agreement will commence effective as of February 24, 2000, and will continue in effect until May 23, 2000 (the "Initial Term"), and thereafter for successive one-month terms, unless terminated as provided in Section 7 below. 2. SERVICES TO BE PROVIDED. Synergex will provide such executive, accounting, sales, marketing and other management services as are agreed upon by the parties, including sales and marketing assistance, preparation of marketing and busine

Registry Magic Inc – VOTING AGREEMENT (May 15th, 2000)

1 EXHIBIT 4.1 VOTING AGREEMENT VOTING AGREEMENT ("Agreement"), dated as of February 11, 2000, between Kenneth Lidster ("Lidster"), Michele Wong ("Wong") (individually the "Shareholder" and collectively the "Shareholders") and Registry Magic Incorporated, a Florida corporation ("RMAG"). RMAG is sometimes herein referred to as the "Company". A. Each Shareholder is the record and beneficial owner of that number of issued and outstanding shares (together with any shares acquired after the date hereof, the "Shares") of Common Stock of Synergex International Corporation, a California corporation ("SIC"), as indicated on Exhibit A attached hereto and made a part hereof, which Shares represent approximately the percentages of the currently issued and outstanding shares of SIC's Common Stock as indicated on Exhibit A. B. In order to induce RMAG to enter into the A

Registry Magic Inc – MANAGEMENT SERVICES AGREEMENT (March 8th, 2000)

1 MANAGEMENT SERVICES AGREEMENT SYNERGEX INTERNATIONAL CORPORATION, a California corporation with its principal place of business at 2330 Gold Meadow Way, Gold River, California 95670 ("Synergex"), and REGISTRY MAGIC INCOPORATED, a Florida corporation with its principal place of business at 3998 FAU Boulevard, Suite 200-105, Boca Raton, Florida 33431 ("RMAG"), agree as follows: 1. TERM. This Agreement will commence effective as of February 24, 2000, and will continue in effect until May 23, 2000 (the "Initial Term"), and thereafter for successive one-month terms, unless terminated as provided in Section 7 below. 2. SERVICES TO BE PROVIDED. Synergex will provide such executive, accounting, sales, marketing and other management services as are agreed upon by the parties, including sales and marketing assistance, preparation of marketing and business plans, preparation of periodic income and cash flow statements, assisting in the

Registry Magic Inc – VOTING AGREEMENT (February 24th, 2000)

1 VOTING AGREEMENT VOTING AGREEMENT ("Agreement"), dated as of February 11, 2000, between Kenneth Lidster ("Lidster"), Michele Wong ("Wong") (individually the "Shareholder" and collectively the "Shareholders") and Registry Magic Incorporated, a Florida corporation ("RMAG"). RMAG is sometimes herein referred to as the "Company". A. Each Shareholder is the record and beneficial owner of that number of issued and outstanding shares (together with any shares acquired after the date hereof, the "Shares") of Common Stock of Synergex International Corporation, a California corporation ("SIC"), as indicated on Exhibit A attached hereto and made a part hereof, which Shares represent approximately the percentages of the currently issued and outstanding shares of SIC's Common Stock as indicated on Exhibit A. B. In order to induce RMAG to enter into the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and between

Registry Magic Inc – VOTING AGREEMENT (February 24th, 2000)

1 VOTING AGREEMENT VOTING AGREEMENT ("Agreement"), dated as of February 11, 2000, between Lawrence Cohen ("Cohen" or "Shareholder") and Synergex International Corporation, a California corporation ("SIC"). SIC is sometimes herein referred to as the "Company". A. The Shareholder is the record and beneficial owner of that number of issued and outstanding shares (together with any shares acquired after the date hereof, the "Shares") of Common Stock of Registry Magic Incorporated, a Florida corporation ("RMAG"), as indicated on Exhibit A attached hereto and made a part hereof, which Shares represent approximately the percentages of the currently issued and outstanding shares of RMAG's Common Stock as indicated on Exhibit A. B. In order to induce SIC to enter into the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and between SIC and RMAG, SIC has requested that the Shareholders enter into this Agreement

Registry Magic Inc – AGREEMENT AND PLAN OF MERGER (February 24th, 2000)

1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SYNERGEX INTERNATIONAL CORPORATION, CERTAIN SHAREHOLDERS OF SYNERGEX INTERNATIONAL CORPORATION RMAG ACQUISITION CORP. AND REGISTRY MAGIC INCORPORATED DATED AS OF FEBRUARY 11, 2000 2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2000 (the "Agreement"), by and among SYNERGEX INTERNATIONAL CORPORATION, a California corporation ("SIC"), REGISTRY MAGIC INCORPORATED, a Florida corporation ("RMAG"), and RMAG ACQUISITION CORP., a Delaware corporation ("SUB"), which is a direct wholly-owned subsidiary of RMAG and, for the limited purposes of Sections 4.2, 4.3, 4.4, 4.5, 4.10, 4.13, 4.16, 4.17, 7.1, 7.3 and Article XI, Michele Wong and Kennet

Registry Magic Inc – REGISTRY MAGIC, INC. EMPLOYMENT AGREEMENT (November 15th, 1999)

1 REGISTRY MAGIC, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT between Registry Magic (the "Company") and Bruce Carlsmith (the "Executive") as of this date Oct. 20, 1999. 1. For good consideration, the Company employs the Executive on the following terms and considerations. 2. Term of Employment: Subject to the provisions for termination set forth below this agreement will begin on October 20, 1999, and shall terminate on October 20, 2000 this agreement with automatically renew itself for one year until October 20, 2001 unless determined otherwise by the Board of Directors subject to provisions for termination set forth in this agreement. 3. Salary: The Company shall pay Executive a salary of $175,000 per year, for the services of the Executive, payable semi-monthly. Other salary increases shall be determined by agreement of the Board of Directors or a defined compensation committee. 4. Other Compensation an

Registry Magic Inc – PRIVATE LABEL OEM DISTRIBUTION AND LICENSE AGREEMENT (November 16th, 1998)

1 Exhibit 10.14 VERITEL CORPORATION OF AMERICA PRIVATE LABEL OEM DISTRIBUTION AND LICENSE AGREEMENT This Agreement ("Agreement") is made as of this 24th day of September, 1998 ("Effective Date"), by and between Veritel Corporation of America, an Illinois corporation, with its principal place of business at 250 South Wacker, Suite 1500, Chicago, Illinois 60606 ("Veritel"), and Registry Magic Incorporated, a Florida corporation with its principal place of business at 1 South Ocean Boulevard, Suite 206, Boca Raton, Florida 33432 ("Distributor"). WHEREAS, Veritel is a leading developer, manufacturer, and distributor of voice verification technology products and components; and WHEREAS, Distributor is a leading developer, manufacturer, and distributor of speech recognition technology products and services; and WHEREAS, Distributor wishes to distribute

Registry Magic Inc – MASTER SOFTWARE JOINT DEVELOPMENT AGREEMENT (November 16th, 1998)

1 Exhibit 10.15 REGISTRY MAGIC INCORPORATED MASTER SOFTWARE JOINT DEVELOPMENT AGREEMENT This Agreement ("Agreement") is made as of this 24th day of September, 1998 ("Effective Date"), by and between Registry Magic Incorporated, a Florida corporation, having its registered offices at One South Ocean Boulevard, Boca Raton, Florida 33432 ("RMI") and Veritel Corporation of America (also known as Veritel Corporation), an Illinois corporation, having its registered offices at 250 South Wacker Drive, Chicago, Illinois, 60606 ("Veritel"). WHEREAS, RMI is a leading developer, manufacturer, and marketer of speech recognition technology products and services; and WHEREAS, Veritel is a leading developer, manufacturer, and marketer of voice verification technologies, products and components; and WHEREAS, Verite

Registry Magic Inc – LEASE AGREEMENT (November 16th, 1998)

1 Exhibit 10.5(a) LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter referred to as the "Lease") is made and entered into this 9th day of July 1998, by and between Intervest One Ocean Plaza, Ltd.(hereinafter referred to as "Landlord") and Registry Magic, Inc. a Florida Corporation) (hereinafter referred to as "Tenant"). WITNESSETH: THAT LANDLORD, in consideration of the rents, covenants and agreements hereafter promised and agreed by Tenant to be paid and performed, does hereby lease, demise and let to Tenant, and Tenant does hereby lease of and from Landlord, the real property hereinafter described, subject to the following terms and conditions. ARTICLE I Description of Property; Term Section 1.1 Description of Property. Landlord leases to Tenant a portion of the real property known as O

Registry Magic Inc – VOTING TRUST AGREEMENT (May 27th, 1998)

1 Exhibit 4.5 VOTING TRUST AGREEMENT This VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of this __ day of May, 1998, by and between HARBOR VIEW FUND, INC., a _________ corporation, with its principal offices at__________________________ ("HVFI"), SHELDON SCHWARTZ, an individual residing at ________________________ ("Schwartz") (HVFI and Schwartz collectively the "Shareholders") and REGISTRY MAGIC INCORPORATED, a Florida corporation, with its principal offices at One South Ocean Boulevard, Suite 206, Boca Raton, Florida 33432 (the "Company"). PRELIMINARY STATEMENT WHEREAS, the Company has an authorized capital of 30,000,000 shares of Common Stock, having a par value of $.001 per share (the "Common Stock"), of which 3,993,000 shares are issued and outstanding as of the date hereof; WHEREAS, contemporaneo