C2i Solutions Inc Sample Contracts

Globaldigitalcommerce Com Inc – EMPLOYMENT AGREEMENT DATED APRIL 3, 2000 (August 14th, 2000)

EXHIBIT 10.21 EMPLOYMENT AGREEMENT DATED APRIL 3, 2000 BY AND BETWEEN GLOBALDIGITALCOMMERCE.COM, INC. AND BROOKS L. ENSIGN March 16, 2000 Dear Brooks: We are pleased to offer you a full time exempt position as Vice President of Mergers and Acquisitions. The anticipated start date is April 11, 2000, subject to the favorable reference checks. The purpose of this letter is to set forth the basic terms and conditions of your employment with GlobalDigitalCommerce.com, Inc. ("GDCC"). By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by GDCC. 1. Duties. Your duties generally will include, but are not limited to, ------ those duties normally performed by a Vice President of Mergers and Acquisitions. You may be assigned other duties

Globaldigitalcommerce Com Inc – EMPLOYMENT AGREEMENT DATED MARCH 10, 2000 (May 15th, 2000)

EXHIBIT 10.20 EMPLOYMENT AGREEMENT DATED MARCH 10, 2000 BY AND BETWEEN GLOBALDIGITALCOMMERCE.COM, INC. AND RICHARD H. MIDDELBERG March 10, 2000 Dear Richard: We are pleased to offer you a full time exempt position as Vice President/CFO. The anticipated start date is March 15, 2000, subject to the favorable reference checks. The purpose of this letter is to set forth the basic terms and conditions of your employment with GlobalDigitalCommerce.com, Inc. ("GDCC"). By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by GDCC. 1. DUTIES. Your duties generally will include, but are not limited to, ------ those duties normally performed by a Vice President/CFO. You may be assigned other duties as needed and your duties may change

Globaldigitalcommerce Com Inc – EMPLOYMENT AGREEMENT DATED MARCH 3, 2000 (May 15th, 2000)

EXHIBIT 10.19 EMPLOYMENT AGREEMENT DATED MARCH 3, 2000 BY AND BETWEEN GLOBALDIGITALCOMMERCE.COM, INC. AND JEFF PRIMES March 3, 2000 Dear Jeff: We are pleased to offer you a full time exempt position as Vice President of Mergers and Acquisitions. The anticipated start date is March 13, 2000, subject to a favorable reference check. The purpose of this letter is to set forth the basic terms and conditions of your employment with GlobalDigitalCommerce.com, Inc. ("GDCC"). By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by GDCC. 1. DUTIES. Your duties generally will include, but are not limited to, ------ those duties normally performed by a Vice President of Mergers and Acquisitions. You may be assigned other duties as

C2i Solutions Inc – EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND (August 13th, 1999)

EXHIBIT 10.17 EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND DIANE E. HESSLER [Letterhead of C2i Solutions, Inc.] April 30, 1999 Diane E. Hessler 1717 Turnberry Drive San Marcos, CA 92069 Dear Diane: This letter is the "Second Amendment" to your employment letter dated September 18, 1997, as amended July 14, 1998, which set forth the basic terms and conditions of your employment with Challenge 2000 International LLC, currently known as C2i Solutions, Inc. as a result of a name change on September 30, 1997 ("C2i"). Effective as of March 23, 1999, your employment letter is further amended as follows: 17. TERMS OF EMPLOYMENT. If you are terminated for any reason, ------------------- within a period of five years commencing on the date that you sign this Agreement, other than cause you will receive two year's salary continuation, paya

C2i Solutions Inc – EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND CLYDE WOOTEN (August 13th, 1999)

EXHIBIT 10.18 EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND CLYDE WOOTEN [Letterhead of C2i Solutions, Inc.] April 30, 1999 Clyde Wooten 1717 Tattenham Court Encinitas, CA 92024 Dear Clyde: This letter is the "Amendment" to your employment letter dated May 30, 1997, which set forth the basic terms and conditions of your employment with Challenge 2000 International LLC, currently known as C2i Solutions, Inc. as a result of a name change on September 30, 1997 ("C2i"). Effective as of March 23, 1999, your employment letter is amended as follows: 17. TERMS OF EMPLOYMENT. If you are terminated for any reason, ------------------- within a period of five years commencing on the date that you sign this Agreement, other than cause you will receive two year's salary continuation, payable in accordance with C2i's standard payroll prac

C2i Solutions Inc – EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I (August 13th, 1999)

EXHIBIT 10.16 EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND THOMAS M. HARTMAN [Letterhead of C2i Solutions, Inc.] April 30, 1999 Thomas M. Hartman 7145-F Calabria Court San Diego, CA 92122 Dear Thomas: This letter is the "Amendment" to your employment letter dated January 19, 1999, which set forth the basic terms and conditions of your employment with C2i Solutions, Inc. ("C2i"). Effective as of March 23, 1999, your employment letter is amended as follows: 17. TERMS OF EMPLOYMENT. The term of this Agreement is at will. C2i may ------------------- terminate your employment with or without cause at any time. If you are terminated for any reason, within a period of five years commencing on the date that you sign this Agreement, other than cause you will receive six month's salary continuation, payable in accordance with C2i's standard payroll pra

C2i Solutions Inc – EMPLOYMENT AGREEMENT DATED JANUARY 19, 1999 (May 14th, 1999)

EXHIBIT 10.15 EMPLOYMENT AGREEMENT DATED JANUARY 19, 1999 BY AND BETWEEN C2I AND THOMAS M. HARTMAN [Letterhead of C2i Solutions, Inc.] January 19, 1999 Thomas M. Hartman 7145-F Calabria Court San Diego, CA 92122 Dear Thomas: We are pleased to enclose this offer letter, which sets forth the basic terms and conditions of your employment with C2i Solutions, Inc. ("C2i"). By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by C2i. 1. DUTIES. Your duties generally will include, but are not limited to, ------ those duties normally performed by a Senior Vice President of Sales and Operations. You may be assigned other duties as needed and your duties

C2i Solutions Inc – STOCK OPTION PLAN (March 26th, 1999)

EXHIBIT 10.3 AMENDMENT TO THE C2i SOLUTIONS, INC. STOCK OPTION PLAN This Amendment No. 1 to the C2i Solutions, Inc. 1997 Stock Option Plan (the "Plan") is effective as of June 26, 1998. Section 4.1 of the Plan shall be amended to state in its entirety as follows: "4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Two Million Seven Hundred Thirty Two Thousand Five Hundred (2,732,500) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or shares of Stock acquired, subject to repurchase, upon the exercise of an

C2i Solutions Inc – LETTER AGREEMENT DATED DECEMBER 1998 BY AND BETWEEN (February 16th, 1999)

EXHIBIT 10.13 LETTER AGREEMENT DATED DECEMBER 1998 BY AND BETWEEN THE COMPANY AND JAMES A. LONERGAN December 10, 1998 Mr. James A. Lonergan 5321 Linda Way La Jolla, CA 92037 Dear Jim: We are pleased to offer you the position of Member of the Board of Directors of C2i Solutions, Inc. ("C2i"). Your service as a Member of the Board of Directors has been approved by the other directors. You will perform directors' functions including introductions, strategic planning, assistance with new business development and would be available for advice and consultation. The following offer references the incentives you will be entitled to as a Board Member. 1. An option to purchase eighty-seven thousand five hundred (87,500) shares of common stock with an exercise price equal to the market value per share, on the date of grant, and vesting monthly in 1/48th monthly increments, over four years, with vesting commencing o

C2i Solutions Inc – LETTER AGREEMENT DATED DECEMBER 1998 BY AND BETWEEN (February 16th, 1999)

EXHIBIT 10.14 LETTER AGREEMENT DATED DECEMBER 1998 BY AND BETWEEN THE COMPANY AND WILLIAM J. KAFFER December 10, 1998 Mr. William J. Kaffer 23300 De Anza Road Temecula, CA 92590 Dear Bill: We are pleased to offer you the position of Member of the Board of Directors of C2i Solutions, Inc. ("C2i"). Your service as a Member of the Board of Directors has been approved by the other directors. You will perform directors' functions including introductions, strategic planning, assistance with new business development and would be available for advice and consultation. The following offer references the incentives you will be entitled to as a Board Member. 1. An option to purchase eighty-seven thousand five hundred (87,500) shares of common stock with an exercise price equal to the market value per share, on the date of grant, and vesting monthly in 1/48th monthly increments, over four years, with vesting commenc

C2i Solutions Inc – AMENDMENT TO EMPLOYMENT AGREEMENT DATED JULY 14, 1998 BY AND (November 13th, 1998)

1 EXHIBIT 10.12 AMENDMENT TO EMPLOYMENT AGREEMENT DATED JULY 14, 1998 BY AND BETWEEN THE COMPANY AND DIANE E. HESSLER July 14, 1998 Diane E. Hessler 1717 Turnberry Drive San Marcos, CA 92069 Dear Diane: This letter is the "Amendment" to your employment letter dated September 18, 1997, which set forth the basic terms and conditions of your employment with Challenge 2000 International LLC, currently known as C2i Solutions, Inc. as a result of a name change on September 30, 1977 ("C2i"). Effective as of July 14, 1998, your employment letter is amended as follows: 17. TERMS OF EMPLOYMENT. The term of this Agreement is at will. C2i may terminate your employment with or without cause at any time. If you are terminated for any reason, within a period of five years commencing on the date that you sign this Agreement, other than cause you will receive six month's sal

C2i Solutions Inc – LETTER AGREEMENT DATED MAY 1998 BY AND BETWEEN (August 14th, 1998)

1 EXHIBIT 10.11 LETTER AGREEMENT DATED MAY 1998 BY AND BETWEEN THE COMPANY AND HENRY F. FRIGON May 10, 1998 Mr. Henry F. Frigon 121 W. 48th Street Apt. #205 Kansas City, MO 64112 Dear Henry: We are pleased to offer you the position of Member of the Board of Directors of C2i Solutions, Inc. ("C2i"). Your service would be subject to the approval of the other directors and subsequent re-election at the annual shareholders' meeting, the first of which will be held in a few months. You will perform directors' functions including introductions, strategic planning, and would be available for advice and consultation. The following offer references the incentives you will be entitled to as a Board Member and is contingent upon the approval by the Board of Directors and Shareholders. 1. An option to purchase eighty-seven thousand five hundred (87,500) shares of common stock with an exercise price equal to the marke

C2i Solutions Inc – MASTER SERVICES AGREEMENT DATED FEBRUARY 3, 1998 BY AND BETWEEN (May 15th, 1998)

1 C2i Solutions, Inc. (a development stage company) EXHIBIT 10.10 MASTER SERVICES AGREEMENT DATED FEBRUARY 3, 1998 BY AND BETWEEN THE COMPANY AND UNITED GUARANTY CORPORATION MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and entered into as of this 3rd day of February, 1998 (the "Effective Date"), by and between C2i Solutions Inc., a Delaware Corporation, with principal offices at 6138 Nancy Ridge Drive, San Diego, California 92121 ("C2i"), and, United Guaranty Corporation, a North Carolina corporation, with principal offices at 230 N. Elm Street, Greensboro, NC 27420-1567 ("Client"). BACKGROUND Client wishes to engage C2i to provide certain professional services as described in the Statement of Work. C2i agrees to provide such professio

C2i Solutions Inc – 2. MASTER LEASE. (March 31st, 1998)

1 EXHIBIT 10.8 [CB COMMERCIAL LOGO] SUBLEASE CB COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER 1. PARTIES. This Sublease, dated December 16, 1997, is made between Road Runner Sports, Inc. ("Sublessor"), and C2i Solutions, Inc. ("Sublessee"). 2. MASTER LEASE. Sublessor is the lessee under a written lease dated February 16, 1993, wherein First Security Mortgage ("Lessor") leased to Sublessor the real property located in the City of San Diego, County of San Diego, State of California, described as approximately 52,648 square feet in two (2) freestanding buildings located at 6138 and 6150 Nancy Ridge Drive ("Master Premises"). Said lease has been amended by the following amendments: the initial addendum to Master Lease and the Second Addendum to

C2i Solutions Inc – 1997 STOCK OPTION PLAN (January 30th, 1998)

1 EXHIBIT 10.2 C2I SOLUTIONS, INC. 1997 STOCK OPTION PLAN ESTABLISHMENT, PURPOSE AND TERM OF PLAN. ESTABLISHMENt. The C2i Solutions, Inc. 1997 Stock Option Plan (the "PLAN") is hereby established effective as of _______________, 1997. PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. TERM OF PLAN. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restri

C2i Solutions Inc – MASTER SERVICES AGREEMENT (January 28th, 1998)

1 EXHIBIT 10.9 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and entered into as of this 16th day of January, 1998 (the "Effective Date"), by and between C2i Solutions Inc., a Delaware Corporation, with principal offices at 4747 Morena Blvd., Suite 101, San Diego, California 92117 ("C2i"), and, United Guaranty Corporation, with principal offices at 230 N. Elm Street, Greensboro, N. C. 27420-1567 ("Client"). BACKGROUND Client wishes to engage C2i to provide certain professional services as described in the Statement of Work. C2i agrees to provide such professional services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

C2i Solutions Inc – 2. MASTER LEASE. (January 8th, 1998)

1 EXHIBIT 10.8 [CB COMMERCIAL LOGO] SUBLEASE CB COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER 1. PARTIES. This Sublease, dated December 16, 1997, is made between Road Runner Sports, Inc. ("Sublessor"), and C2i Solutions, Inc. ("Sublessee"). 2. MASTER LEASE. Sublessor is the lessee under a written lease dated February 16, 1993, wherein First Security Mortgage ("Lessor") leased to Sublessor the real property located in the City of San Diego, County of San Diego, State of California, described as approximately 52,648 square feet in two (2) freestanding buildings located at 6138 and 6150 Nancy Ridge Drive. _____________________________________________________________________________ ("Master Premises"). Said lease has been amended by the following amend

C2i Solutions Inc – WARRANT AGREEMENT (December 15th, 1997)

1 EXHIBIT 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT is entered into as of December __, 1997, by and between C2i Solutions, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent") with respect to the following facts: A. The Company may issue up to 1,150,000 Redeemable Warrants (the "Warrants") in connection with a public offering of up to 1,150,000 shares of the Company's Common Stock, $.001 par value (the "Common Stock") and 1,150,000 Warrants pursuant to an underwriting agreement (the "Underwriting Agreement") dated December __, 1997, between the Company and SouthWall Capital Corp. ("SouthWall"). B. Each Warrant initially entitles the Registered Holder thereof to purchase one share of Common Stock. C. The Company desires the Warrant Agent to act on beh

C2i Solutions Inc – INDEMNITY AGREEMENT (November 4th, 1997)

1 EXHIBIT 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of _____________, 1997 is made by and between Challenge 2000 International, a Delaware corporation (the "Company"), and __________________ ("Indemnitee"). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors, officers and other agents. B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to a

C2i Solutions Inc – INCENTIVE STOCK OPTION AGREEMENT (November 4th, 1997)

1 EXHIBIT 10.2 C2I SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (the "OPTION AGREEMENT") is made and entered into as of ________________, 199__ , by and between C2i ____________ Solutions, Inc. and (the "OPTIONEE"). The Company has granted to the Optionee pursuant to the C2i Solutions, Inc. 1997 Stock Option Plan (the "PLAN") an option to purchase certain shares of Stock, upon the terms and conditions set forth in this Option Agreement (the "OPTION"). DEFINITIONS AND CONSTRUCTION. DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth below: "DATE OF OPTION GRANT" means ________________, 199__ . "NUMBER OF OPTION SHARES" means ___________shares of Stock, as adjusted from time to tim

C2i Solutions Inc – PROMISSORY NOTE (November 4th, 1997)

1 EXHIBIT 10.3 PROMISSORY NOTE ____________, 1997 $_____________ San Diego, California 1. Obligation. For value received, C2i Solutions, Inc., a Delaware corporation ("Payor") promises to pay to the order of _______________, an individual ("Holder"), the principal sum equal to ____________________ Dollars ($___________), plus accrued interest. Interest will accrue at an annual rate equal to ten percent (10%). Interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full. Payment of principal and interest shall be due on the earlier of (i) the closing of an underwritten initial public offering by Payor of its equity securities or (ii) September 30, 1999. 2. Prepayment. This Note may be prepaid by Payor,