United States Financial Group Inc /Ny Sample Contracts

United States Financial Group Inc /Ny – POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), (October 14th, 1998)

NO SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT MAY BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF A POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), COVERING THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT, OR UNTIL THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT. TRANSFER OF THIS WARRANT IS RESTRICTED UNDER PARAGRAPH 2 BELOW. UNDERWRITER'S WARRANT TO PURCHASE COMMON STOCK UNITED STATES FINANCIAL GROUP, INCORPORATED (AN DELAWARE CORPORATION) Dated: [__________], 1998 THIS CERTIFIES THAT, for value received, Kashner Davidson Securities Corporation (the "Underwriter"), or its registered assigns (the "Holder"), is

United States Financial Group Inc /Ny – UNDERWRITING AGREEMENT (October 14th, 1998)

UNITED STATES FINANCIAL GROUP INCORPORATED 2,025,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT [______], 1998 Kashner Davidson Securities Corporation As Representatives of the several Underwriters named in Schedule A annexed hereto c/o Kashner Davidson Securities Corporpation 77 South Palm Avenue Sarasota, FL 34236 Dear Sirs: United States Financial Group Incorporated, a Delaware corporation (the "Company"), hereby confirms its agreement with Kashner Davidson Securities Corporation (the "Underwriter") and each of the underwriters named in Schedule A hereto for whom Kashner Davidson Securities Corporation is acting as the representative with respect to the sale of the Company's Common Stock (as hereinafter defined), set forth in Schedule A, as follows: 1. Description of the Securities. T

United States Financial Group Inc /Ny – ESCROW AGREEMENT (July 31st, 1998)

ESCROW AGREEMENT Escrow Agreement dated as of ____________, 1998 by and among THE CHASE MANHATTAN BANK, a New York state chartered bank with offices at 450 West 33rd Street, New York, New York 10001, United States Financial Group, Incorporated, a Delaware corporation with offices at 110 Wall Street, New York, New York 10005 and Klein Maus and Shire, Inc., an Indiana corporation with offices at 110 Wall Street, New York, New York 10005. W I T N E S S E T H: WHEREAS, United States Financial Group, Incorporated (the "ISSUER-CORPORATION") has filed a registration statement on Form S- 1 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, File No. 333-52687 (the "REGISTRATION STATEMENT"), relating to the subscription for and sale of a maximum of 3,275,000 shares (the "SHARES") of common stock, par value $.0001 per share (the "COMMON STOCK") in the Is

United States Financial Group Inc /Ny – EXCHANGE AGREEMENT (July 31st, 1998)

EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated as of the 3rd day of December, 1997, by and between Sureal International, Inc. (formerly known as Legacy Export, Inc. prior to adopting its current style) ("SUREAL"), a Delaware corporation with offices at 829 South 220 East, Orem, Utah 84058, R. Bret Jenkins with an office at 829 South 220 East, Orem, Utah 84058 ("JENKINS"), Richard Wogksch with an office at 829 South 220 East, Orem, Utah 84058 ("WOGKSCH"), Glen Jensen with an office at 829 South 220 East, Orem, Utah 84058 ("JENSEN"), Edward A. Heil with an office at c/o Independent Network Group, Inc., Atrium Executive Center, 80 Orville Drive, Bohemia, New York 11716 ("HEIL"), John Dello-Iacono with an office at c/o Independent Network Group, Inc., Atrium Executive Center, 80 Orville Drive, Bohemia, New York 11716 ("DELLO-IACONO), and Ronald J. Brescia with offices at c/o Doros & Brescia, P.C., 1140 Avenue of the Americas ("BRESCIA") (Jenkins

United States Financial Group Inc /Ny – 1998 STOCK INCENTIVE PLAN (July 31st, 1998)

UNITED STATES FINANCIAL GROUP, INCORPORATED 1998 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this Plan is to enable United States Financial Group, Incorporated and its subsidiaries and affiliates to recruit and retain capable employees, consultants and advisors for the successful conduct of its business and to provide an additional incentive to directors, officers and other eligible key employees, consultants and advisors upon whom rest major responsibilities for the successful operation and management of the Company and its affiliates. 2. Definitions. For purposes of the Plan: 2.1 "Adjusted Fair Market Value" means, in the event of a Change in Control, the greater of (i) the highest price per Share of Common Stock paid to holders of the Shares of Common Stock in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) t

United States Financial Group Inc /Ny – UNDERWRITING AGREEMENT (July 31st, 1998)

Form of Underwriting Agreement --------------------------------------------------- 3,000,000 SHARES OF SERIES A PREFERRED STOCK --------------------------------------------------- UNITED STATES FINANCIAL GROUP, INCORPORATED UNDERWRITING AGREEMENT New York, New York ______________, 1998 Klein Maus and Shire, Inc. 110 Wall Street New York, New York 10005 Ladies and Gentlemen: United States Financial Group, Incorporated, a Delaware corporation (the "COMPANY"), confirms its agreement with Klein Maus and Shire, Inc., ("YOU", the "UNDERWRITER" or "KMS") as follows: The Company retains KMS as its exclusive agent to sell (the "OFFERING"), on a best efforts basis, a minimum of 666,667 shares (the "SHARES") of the Company's common stock, $.0001 p

United States Financial Group Inc /Ny – CONSULTING AGREEMENT (May 14th, 1998)

CONSULTING AGREEMENT -------------------- AGREEMENT made this 8th day of May, 1998, by and between EH Associates, a consulting firm domiciled in the State of New York hereinafter referred to as the "Consultant", and Sureal International, Inc. whose principal place of business is located at in Orem, Utah hereinafter referred to as "Company." WHEREAS, the Company desires to engage the services of the Consultant to perform consulting services for the Company regarding as an independent contractor and not as an employee; and WHEREAS, Consultant desires to consult with the Board of Directors, the officers of the Company, and the administrative staff, and to undertake for the Company consultation as to the direction of certain functions in said management of; NOW, THEREFORE, it is agreed as follows: 1. Term. The respective duties and obligations of the contracting parties shall be fo

United States Financial Group Inc /Ny – EMPLOYMENT AGREEMENT (May 14th, 1998)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this _______ day of ______________, 1998, by and between Sureal International, Inc., having its principal place of business at 829 South 220 East, Orem, Utah 84058, hereinafter referred to as the "Employer", and R. Bret Jenkins, hereinafter referred to as the "Employee." 1. Employment. The Employer hereby agrees to employ the Employee in the capacity of an officer of the Employer as is determined from time to time by the Board of Directors of United States Financial Group, Incorporated, upon the terms and conditions set out herein. 2. Term. The term of this Agreement shall begin on January 1, 1998, and shall terminate five years from such date. This Agreement shall automatically renew each year thereafter, unless either party gives sixty (60) days written notice to t

United States Financial Group Inc /Ny – EMPLOYMENT AGREEMENT (May 14th, 1998)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this _______ day of ______________, 1998, by and between United States Financial Group, Incorporated, having its principal place of business at 110 Wall Street, New York, NY 10005, hereinafter referred to as the "Employer", and Mohammad Ali Khan, hereinafter referred to as the "Employee." 1. Employment. The Employer hereby agrees to employ the Employee in the capacity of an officer of the Employer as is determined from time to time by the Board of Directors of United States Financial Group, Incorporated, upon the terms and conditions set out herein. 2. Term. The term of this Agreement shall commence on the first day upon completion of the Initial Public Offering of the Company, and shall terminate five years from such date. This Agreement shall automatically renew ea

United States Financial Group Inc /Ny – EMPLOYMENT AGREEMENT (May 14th, 1998)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this _______ day of ______________, 1998, by and between Sureal International, Inc., having its principal place of business at 829 South 220 East, Orem, Utah 84058, hereinafter referred to as the "Employer", and Richard Wogksch, hereinafter referred to as the "Employee." 1. Employment. The Employer hereby agrees to employ the Employee in the capacity of an officer of the Employer as is determined from time to time by the Board of Directors of United States Financial Group, Incorporated, upon the terms and conditions set out herein. 2. Term. The term of this Agreement shall begin on January 1, 1998, and shall terminate five years from such date. This Agreement shall automatically renew each year thereafter, unless either party gives sixty (60) days written notice to t

United States Financial Group Inc /Ny – CERTIFICATE OF INCORPORATION (May 14th, 1998)

CERTIFICATE OF INCORPORATION OF UNITED STATES FINANCIAL GROUP, INCORPORATED The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of this corporation (hereinafter the "Corporation") shall be: UNITED STATES FINANCIAL GROUP, INCORPORATED SECOND: Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle and its registered agent at such add

United States Financial Group Inc /Ny – EMPLOYMENT AGREEMENT (May 14th, 1998)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this _______ day of ______________, 1998, by and between United States Financial Group, Incorporated, having its principal place of business at 110 Wall Street, New York, NY 10005, hereinafter referred to as the "Employer", and Asim S. Kohli, hereinafter referred to as the "Employee." 1. Employment. The Employer hereby agrees to employ the Employee in the capacity of an officer of the Employer as is determined from time to time by the Board of Directors of United States Financial Group, Incorporated, upon the terms and conditions set out herein. 2. Term. The term of this Agreement shall commence on the first day upon completion of the Initial Public Offering of the Company, and shall terminate five years from such date. This Agreement shall automatically renew each y

United States Financial Group Inc /Ny – AGREEMENT OF LEASE (May 14th, 1998)

AGREEMENT OF LEASE BETWEEN THE 110 WALL COMPANY, OWNER AND KHAN, EDWARDS & COMPANY, INC., TENANT PREMISES ENTIRE 24TH FLOOR 110 WALL STREET NEW YORK, NEW YORK DATED AS OF 2/29, 1996 TABLE OF CONTENTS ARTICLE 1 Demised Premises, Term, Rents ARTICLE 2 Use and Occupancy ARTICLE 3 Alterations ARTICLE 4 Ownership of Improvements ARTICLE 5 Repairs ARTICLE 6 Compliance With Laws ARTICLE 7 Subordination, Attornment, Etc. ARTICLE 8 Property Loss, Etc. ARTICLE 9 Destruction-Fire or Other Casualty

United States Financial Group Inc /Ny – EMPLOYMENT AGREEMENT (May 14th, 1998)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made and entered into this _______ day of ______________, 1998, by and between Sureal International, Inc., having its principal place of business at 829 South 220 East, Orem, Utah 84058, hereinafter referred to as the "Employer", and Glen Jensen hereinafter referred to as the "Employee." 1. Employment. The Employer hereby agrees to employ the Employee in the capacity of an officer of the Employer as is determined from time to time by the Board of Directors of United States Financial Group, Incorporated, upon the terms and conditions set out herein. 2. Term. The term of this Agreement shall begin on January 1, 1998, and shall terminate five years from such date. This Agreement shall automatically renew each year thereafter, unless either party gives sixty (60) days written notice to the ot