Bizcom Usa Inc Sample Contracts

Bizcom Usa Inc – EMPLOYMENT AGREEMENT (July 1st, 2005)

EXHIBIT 10.16 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this 25th day of May, 2005, with an effective date for Base Salary as described in Section 3.1 of this Agreement, of the 1st day of July, 2005, by and between Bizcom U.S.A., Inc., a Florida corporation ("Company") and Hanan "Hank" Klein ("Executive"). RECITALS A. The Company has for the past several years employed Executive as the sole Officer and Director of the Company, but desires to be assured of the association and services of Executive for the Company. B. Executive is willing and desires to continue his employment with the Company, and the Company is desirous of continuing to employ Executive, upon the terms, covenants and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consider

Bizcom Usa Inc – ASSET PURCHASE AGREEMENT (June 29th, 2004)

EXHIBIT 10.15 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into December 5, 2003 by and among BizCom U.S.A., Inc., a Florida corporation (the "Purchaser") and each of the Equipment Owners and License Owners, as such terms are defined herein and as set forth on Schedule A to the Disclosure Letter provided for and on behalf of the Equipment Owner and License Owner to the Purchaser. WITNESSETH: WHEREAS, each of the Equipment Owners and License Owners owns certain assets, as further described herein, which it desires to sell to the Purchaser subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Purchaser desires to purchase such assets, as further described herein, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the prem

Bizcom Usa Inc – SECURED PROMISSORY NOTE (December 10th, 2003)

EXHIBIT 4.3 EXHIBIT A SECURED PROMISSORY NOTE FORT LAUDERDALE, FLORIDA U.S. $2,900,000.00 NOVEMBER 25, 2003 THIS NOTE IS A SECURITY AND IT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR EXCEPT AS OTHERWISE SET FORTH HEREIN, AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED. FOR VALUE RECEIVED, the undersigned, BIZCOM, U.S.A., INC., a Florida corporation as maker hereof (the "Maker"), does hereby p

Bizcom Usa Inc – ASSET PURCHASE AGREEMENT (December 10th, 2003)

Exhibit 10.11 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (together with the Schedules and Exhibits hereto, the "Agreement") is made as of November 24, 2003 by and among Sophia Communications, Inc, a Delaware corporation (the "Seller"), Sophia Licensee, Inc., a Delaware corporation (the "Subsidiary") and BizCom U.S.A., Inc., a Florida corporation (the "Buyer"). Seller, Buyer and Subsidiary are occasionally referred to herein as a "Party", and collectively as the "Parties." WITNESSETH: WHEREAS, Seller owns certain tangible and intangible assets utilized in the 220 MHz Specialized Mobile Radio ("SMR") industry and relating to certain 220 MHz stations (the "220 MHz Stations"), as further described herein, which assets it desires to sell to the Buyer, subject to the terms and conditions set forth in this Agreement; WH

Bizcom Usa Inc – SECURED PROMISSORY NOTE (December 10th, 2003)

Exhibit 4.4 EXHIBIT B SECURED PROMISSORY NOTE FORT LAUDERDALE, FLORIDA U.S. $400,000.00 NOVEMBER 25, 2003 FOR VALUE RECEIVED, the undersigned, BIZCOM, U.S.A., INC., a Florida corporation as maker hereof (the "Maker"), does hereby promise to pay, pursuant to the terms contained herein, in lawful money of the United States of America to the order of SOPHIA COMMUNICATIONS, INC., a Delaware corporation as payee (the "Payee") at 2600 Douglas Road, Suite 1004,Coral Gables, FL 33134 (to the attention of Roberto Isaias, Chairman), or at such other address as the Payee of this Promissory Note (the "Note") shall, in writing, designate, the principal sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), together with simple interest to accrue at the rate of four percent (4%) per annu

Bizcom Usa Inc – NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON (December 10th, 2003)

EXHIBIT 4.5 EXHIBIT C WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK OF BIZCOM U.S.A., INC. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) EXCEPT AS OTHERWISE SET FORTH HEREIN, THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT REGISTRATION IS OTHERWISE NOT REQUIRED. FOR VALUE RECEIVED, SOPHIA COMMUNICATIONS, INC., a Delaware corpo

Bizcom Usa Inc – TECHNOLOGY LICENSE AGREEMENT (December 10th, 2003)

EXHIBIT 10.14 EXHIBIT H TECHNOLOGY LICENSE AGREEMENT ---------------------------- THIS TECHNOLOGY LICENSE AGREEMENT ("Agreement") is made and entered into on November 25, 2003, by and between BizCom U.S.A., Inc., a Florida corporation with an address at 5440 NW 33 Avenue, Suite 106, Fort Lauderdale, Florida 33309 ("BizCom"), and Sophia Communications, Inc., a Delaware corporation with an address at 8330 South Madison Street, Suite 15, Burr Ridge, Illinois 60521 ("Sophia"). BACKGROUND ---------- A. Pursuant to an Asset Purchase Agreement dated this same date, Sophia is transferring to BizCom certain know-how, intellectual property and other technology as further described in the Asset Purchase Agreement and

Bizcom Usa Inc – REGISTRATION RIGHTS AGREEMENT (December 10th, 2003)

EXHIBIT 10.12 EXHIBIT D REGISTRATION RIGHTS AGREEMENT BY AND AMONG BIZCOM, U.S.A., INC. AND SOPHIA COMMUNICATIONS, INC. NOVEMBER 25, 2003 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS.....................................................................................1 1.1 DEFINITIONS..........................................................................................1 ARTICLE II REGISTRATION; RESTRICTIONS ON TRANSFER................................................................4 2.1 RESTRICTIONS ON TRANSFER....

Bizcom Usa Inc – PLEDGE AND SECURITY AGREEMENT (December 10th, 2003)

EXHIBIT 10.13 EXHIBIT G PLEDGE AND SECURITY AGREEMENT BY AND AMONG BIZCOM, U.S.A., INC. AND SMR MANAGEMENT, INC. AND SOPHIA COMMUNICATIONS, INC. NOVEMBER 25, 2003 PLEDGE AND SECURITY AGREEMENT (BizCom U.S.A., Inc. and SMR Management, Inc.) THIS PLEDGE AND SECURITY AGREEMENT (the "SECURITY AGREEMENT") is entered into as of November 25, 2003, by and among (i) BizCom U.S.A., Inc., a Florida corporation ("Debtor"), (ii) SMR Management, Inc., a Florida Corporation and wholly owned subsidiary of Debtor (the "Company"), and (iii) Sophia Com

Bizcom Usa Inc – ASSET PURCHASE AGREEMENT (July 15th, 2003)

EXHIBIT 10.9 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into June 30, 2003 by and among BizCom U.S.A., Inc., a Florida corporation (the "Purchaser") and each of the Equipment Owner and License Owner, as such terms are defined herein and as set forth on Schedule A to the Disclosure Letter provided for and on behalf of the Equipment Owner and License Owner to the Purchaser. WITNESSETH: WHEREAS, each of the Equipment Owner and License Owner owns certain assets, as further described herein, which it desires to sell to the Purchaser subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Purchaser desires to purchase such assets, as further described herein, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises,

Bizcom Usa Inc – ASSET PURCHASE AGREEMENT (July 15th, 2003)

EXHIBITR 10.10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into June 30, 2003 by and among BizCom U.S.A., Inc., a Florida corporation (the "Purchaser") and certain entities (individually, an "Equipment Owner" and collectively, the "Equipment Owners") listed on Schedule A to the Disclosure Letter provided for and on behalf of the Equipment Owners to the Purchaser. WITNESSETH: WHEREAS, each of the Equipment Owners owns certain assets, as further described herein, which it desires to sell to the Purchaser subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Purchaser desires to purchase such assets, as further described herein, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises, and respective representations

Bizcom Usa Inc – ASSET PURCHASE AGREEMENT (February 13th, 2003)

EXHIBIT 10.8 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into as of February 7, 2003 by and among BizCom U.S.A., Inc., a Florida corporation (the "Parent"), Bizcom Southern Holdings, Inc., a Florida corporation (the "Purchaser"), and certain entities (individually, an "Equipment Owner" and collectively, the "Equipment Owners") listed on Schedule A to the Disclosure Letter provided for and on behalf of the Equipment Owners to the Parent and Purchaser. WITNESSETH: WHEREAS, each of the Equipment Owners owns certain assets, as further described herein, which it desires to sell to the Purchaser subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Purchaser desires to purchase such assets, as further described herein, subject to the terms and conditions set forth in this Agreement

Bizcom Usa Inc – ASSIGNMENT AND AMENDMENT OF LEASE (October 15th, 2002)

Exhibit 10.6 ASSIGNMENT AND AMENDMENT OF LEASE --------------------------------- THIS ASSIGNMENT AND AMENDMENT OF LEASE (the "Assignment") is made and entered into this 17 day of July, 2002 by and among (i) Commerce Center Development Corp. (hereinafter referred to as "Landlord"); (ii) SMR Advisory Group, L.C. (hereinafter referred to as "Tenant"); and (iii) Bizcom U.S.A., Inc. (hereinafter referred to as "Assignee"). WHEREAS, Landlord and Tenant have heretofore entered into that certain Lease Agreement dated January 31, 1996 (the "Lease"), for certain space containing approximately 4,270 rentable square feet in 5440 NW 33rd Avenue, Suite 106, Ft. Lauderdale, Florida, as more particularly described in said Lease; and WHEREAS, Landlord and Tenant amended the Lease on April 26, 2001; WHEREAS, Tenant desires to assign all of its right,

Bizcom Usa Inc – AGREEMENT (October 15th, 2002)

Exhibit 10.7 AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 14th day of October 2002 by and between BizCom U.S.A., Inc., a Florida corporation (the "Company") with its principle place of business located at 5440 N.W. 33 Avenue, Suite 106, Fort Lauderdale, Florida 33309-6338 and Edward W. Lent III ("Lent") whose address is 10605 Gay Terrace, Upper Marlboro, Maryland 20772. W I T N E S S E T H: WHEREAS, Lent is an employee at will of the Company; and WHEREAS, the Company and Lent wish to terminate such employment arrangement and to establish this Agreement as the sole expression of their respective rights and duties; NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged b

Bizcom Usa Inc – EMPLOYMENT AGREEMENT (July 23rd, 2002)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of April 26, 2002, by and between BIZCOM U.S.A., INC., a Florida corporation (the "Company"), and DAVID L. GEORGE (the "Executive"). WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, pursuant to the provisions contained in this Employment Agreement (the "Agreement") NOW, THEREFORE, in consideration of the premise, and the respective covenants and agreements of each of the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as follows: ARTICLE I EMPLOYMENT ---------- The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the Board of Direc

Bizcom Usa Inc – PROMISSORY NOTE (May 10th, 2002)

Exhibit 4.2 PROMISSORY NOTE FOR VALUE RECEIVED, BizCom U.S.A., Inc., a Florida corporation (the "Maker"), promises to pay to the order of Gary D. Lipson, an individual (the "Payee"), the principal amount of Sixty Thousand Dollars ($60,000), together with simple interest on the principal amount of this Promissory Note from time to time outstanding at the rate of five percent (5%) per annum. The entire principal amount of this Promissory Note, together with all interest accrued thereon, shall be finally due and payable on July 31, 2002. The principal amount of this Promissory Note and any interest accrued thereon may be prepaid in whole or in part at any time prior to maturity without premium or penalty of any kind. Any amount paid to the Payee or other holder hereof shall be applied first to interest accrued to the date of such payment and then to the principal amou

Bizcom Usa Inc – RADIO SUBSCRIBER SERVICE AGREEMENT (May 10th, 2002)

RADIO SUBSCRIBER SERVICE AGREEMENT THIS AGREEMENT is made and entered into as of the date set forth below by and between SMR Advisory Group, L.C., hereinafter referred to as "Manager" and the BIZCOM U.S.A., Inc., hereinafter referred to as "Subscriber". WHEREAS, Manager serves as the manager of 220 MHz Mobile Communications facilities, which locations and service areas relating thereto have previously been identified by Manager to Subscriber, licensed to various entities ("Licensees"); and WHEREAS, Licensees have each received from the Federal Communications Commission ("FCC") an authorization for the operation of 220 MHz Mobile Communications facilities as shown in the schedule attached hereto, as may be amended from time to time by the Manager and provided to the Subscriber (the "Stations"), and WHEREAS, Subscriber desires to receive mobile communications service on a non- exclusive basis for public safety/emergency d

Bizcom Usa Inc – CONSULTING AGREEMENT (May 10th, 2002)

CONSULTING AGREEMENT AGREEMENT dated 10/29/2001, between Public Safety Group a Missouri L.L.C., (the "Consultant" or "PSG") located at 10605 Gay Terrace, Upper Marlboro, Maryland, 20772, and BIZCOM U.S.A. Inc., a Florida corporation (the "Company") located at 5440 NW 33rd Avenue, Suite 106, Fort Lauderdale, Florida, 33309. WHEREAS, the Company wishes to retain the Consultant as an independent contractor, to provide certain business consulting services to the Company concerning disaster and emergency management and related services, and the Consultant wishes to be retained by the Company in such capacity and perform such services for the Company on the terms and conditions set forth herein. THEREFORE, the parties hereto agree as follows: a. Consulting. ---------- (1) Company hereby retains Consultant and Consultant hereby accepts such engagement, for the term and under the conditions specified herein, a

Bizcom Usa Inc – AND RELATED TECHNOLOGY LICENSE AGREEMENT (May 10th, 2002)

Exhibit 10.1 AMENDMENT TO EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT THIS AMENDMENT TO EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT ("Amended Agreement") is made as of March 14, 2002 by and between Datamarine International, Inc., a Washington corporation (together with all of its subsidiaries, hereinafter "Licensor"), with its principle place of business located at 7030 220th Street, S.W., Mountlake Terrace, Washington 98043 and BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its principle place of business located at 5440 NW 33rd Avenue, Suite 106, Fort Lauderdale, Florida 33309 (the signatories to this Amended Agreement being referred to individually as a "Party" hereto and collectively as "Parties" hereto. W I T N E S S E T H: --------------------

Bizcom Usa Inc – EXCLUSIVE LICENSE AGREEMENT (May 10th, 2002)

EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement") is made as of the 15th day of April, 2002 by and between The Public Safety Group LLC, a Missouri limited liability company (together with all of its subsidiaries, hereinafter "Licensor"), with its principal place of business located at 4091 A Highway 54, Suite 100, Osage Beach, Missouri 65065 and BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its principal place of business located at 5440 N.W. 33 Avenue, Suite 106, Fort Lauderdale, Florida 33309-6338. W I T N E S S E T H: -------------------- WHEREAS, Licensor has been granted an exclusive transferable license to all right, title and interest in and to that certain computer program identified as EM/2000, SARA TITLE III REPORTING, EM/2000 BACKUP SERVICES, ILP+ HEALTH AND SAFETY SOFTWARE, and associated documentation identified a

Bizcom Usa Inc – EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT (May 10th, 2002)

Exhibit 10.0 EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT THIS EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT ("Agreement") is made as of February 1, 2002 by and between Datamarine International, Inc., a Washington corporation (together with all of its subsidiaries, hereinafter "Licensor"), with its principle place of business located at 7030 220th Street, S.W., Mountlake Terrace, Washington 98043 and BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its principle place of business located at 5440 NW 33rd Avenue, Suite 106, Fort Lauderdale, Florida 33309 (the signatories to this Agreement being referred to individually as a "Party" hereto and collectively as "Parties" hereto. W I T N E S S E T H: WHEREAS, Licensor owns certain Technology (as hereinafter defined) which is covered by Licensor's Patent Rights (

Bizcom Usa Inc – [FORM OF COMMON STOCK PURCHASE WARRANT] (May 10th, 2002)

Exhibit 4.1 [FORM OF COMMON STOCK PURCHASE WARRANT] BIZCOM U.S.A., INC. WARRANT TO PURCHASE [ -- ] HARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT REGISTRATION IS OTHERWISE NOT REQUIRED. FOR VALUE RECEIVED, [ -- ] or his transferees or assigns (the "Holder"), is entitled to purchase, subject to the provisions hereof, fr