Pc Ephone Inc Sample Contracts

Pc Ephone Inc – STOCK PLEDGE AGREEMENT (May 14th, 2002)

Exhibit 10.11 EXECUTION COPY STOCK PLEDGE AGREEMENT ---------------------- STOCK PLEDGE AGREEMENT, made as of April 9, 2002, by and between PC-EPhone, Inc., a Nevada corporation (the "Pledgor"), and Process Control (Holdings) Limited, a corporation formed under the laws of Ireland (the "Lender"). WHEREAS, the Pledgor and other parties have entered into a Credit Agreement dated as of April 9, 2002 (as amended and in effect from time to time, the "Credit Agreement"), with the Lender, pursuant to which the Lender, subject to the terms and conditions contained therein, is to make loans to the Pledgor; WHEREAS, the Pledgor is the direct or indirect legal and beneficial owner of all of the issued and outstanding shares of each class of the capital stock of each of the corporations and other organizations described on Annex A (collectively

Pc Ephone Inc – REGISTRATION RIGHTS AGREEMENT (May 14th, 2002)

Exhibit 10.10 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated April 9, 2002, is by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and Process Control (Holdings) Limited, a company organized under the laws of the Republic of Ireland (the "Holder") WHEREAS, the Company, its Subsidiaries and the Holder are party to that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), whereby the Company is issuing to the Holder that certain Convertible Promissory Note, dated the date hereof (the "Note"), in the maximum principal amount of $480,000; and WHEREAS, the Note is convertible at the option of the Holder upon or after and during the continuance of any Event of Default, or after and during the continuance of a Default pursuant to Section 7.1(c) of the Credit Agreeme

Pc Ephone Inc – SECURITY AGREEMENT (May 14th, 2002)

Exhibit 10.12 EXECUTION COPY SECURITY AGREEMENT ------------------ SECURITY AGREEMENT, dated as of April 9, 2002 (this "Agreement") between PC-EPhone, Inc, a Nevada corporation (the "Company"), PC-EPhone Ltd., a company formed under the laws of Bermuda, PC-EPhone Canada Enterprises, Inc., a company formed under the laws of British Columbia, Canada, PC-ESolutions, Inc., a Delaware corporation, (together with PC-EPhone Ltd. and PC-EPhone Canada Enterprises, Inc., the "Guarantors") and Process Control (Holdings) Limited, a corporation formed under the laws of the Republic of Ireland (hereinafter, the "Lender"). WHEREAS, the Company and the Guarantors have entered into a Credit Agreement dated as of April 9, 2002 (as amended and in effect from time to time, the "Credit Agreement"), with the Lender, pursuant to which the Le

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (May 14th, 2002)

Exhibit 10.13 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this _____ day of ________, 200__, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should act to assure its directors

Pc Ephone Inc – EMPLOYMENT AGREEMENT (May 14th, 2002)

Exhibit 10.14 PRIVILEGED AND CONFIDENTIAL --------------------------- DRAFT May 4, 2001 v1.3 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT, effective as of July 1, 2001 (the "Agreement"), by and among PC-EPhone, Inc., a Nevada corporation (the "Company"), and David Meltzer (the "Executive"). WHEREAS, the Company desires to employ the Executive as Chief Executive Officer of the Company, and the Executive desires to be employed by the Company as its Chief Executive Officer, on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the premises and the mutual agreements made herein, the Company and the Executive agree as follows: 1. Employment; Dut

Pc Ephone Inc – JOINT VENTURE AGREEMENT (May 14th, 2002)

Exhibit 10.5 JOINT VENTURE AGREEMENT This Joint Venture Agreement (the "Agreement") dated for reference the 5th day of November, 2001 (the "Effective Date"). BETWEEN: AIDIICOM TECHNOLOGIES LTD., --------------------------- a British Columbia Corporation having an office at #701, 601 West Broadway Vancouver, BC V5Z 4C2 Fax: (604) 253-5535 (the "Company") OF THE FIRST PART AND: PC-EPHONE LTD., --------------- a Bermuda Corporation having an office at Milner House, 18 Parliament Street Hamilton, Bermuda HM12 Fax: (604) 688-8371 (the "Joint Venturer") OF THE SECOND PART WHEREAS:

Pc Ephone Inc – CONVERTIBLE PROMISSORY NOTE (May 14th, 2002)

Exhibit 10.9 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED. CONVERTIBLE PROMISSORY NOTE $480,000.00 April 9, 2002 FOR VALUE RECEIVED, PC-EPHONE, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of PROCESS CONTROL (HOLDINGS) LIMITED, a company organized under the laws of the Republic of Ireland (hereinafter referred to as the "Holder"), or its successors or assigns, the principal amount of FOUR HUNDRED EIGHTY TH

Pc Ephone Inc – 2001 STOCK OPTION PLAN (May 14th, 2002)

Exhibit 10.16 PC-EPHONE, INC. 2001 STOCK OPTION PLAN 1. PURPOSE. The purpose of the PC-Ephone, Inc. 2001 Stock Option Plan (the "Plan") is to provide an incentive to officers, directors, employees, independent contractors, and consultants of PC-EPhone, Inc., a Nevada corporation (the "Company"), and any parent companies and subsidiaries (together with the Company herein collectively referred to as "PCPH") to remain in the employ of PCPH or provide services to PCPH and contribute to its success. This Plan was adopted by the Board of Directors as of May 1, 2002, and approved by the stockholders of the Company, as of ______, 2002. As used in the Plan, the term "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute, and the terms "Parent" and "Subsidiary" shall have the meanings set forth in Section 424(e) and (f) of the Code. 2. ADMINISTRATION. The Plan shall be

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.1 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should a

Pc Ephone Inc – THIS AGREEMENT made as of the 1st day of October, 2000, (April 17th, 2001)

Exhibit 10.22 THIS AGREEMENT made as of the 1st day of October, 2000, BETWEEN: NEWLANDS OIL & GAS INC., a company duly incorporated under the laws of the State of Nevada and having its Head Office at #1388 - 888 West Georgia Street, Vancouver, BC V6C 3E8 (the "Company") OF THE FIRST PART AND: ALL SEASONS CONSULTING INC. (beneficial owner - Negar Towfigh), a company duly incorporated under the laws of British Columbia and having its Head Office at 1403 Chippendale Road, West Vancouver, BC V7S 2N7 (the "Representative") OF THE SECOND PART WHEREAS: A. The Company is desirous of retaining the management services of the Representative on a continuing basis and the Representative has a

Pc Ephone Inc – DISTRIBUTION AGREEMENT (April 17th, 2001)

Exhibit 10.17 DISTRIBUTION AGREEMENT This Distribution Agreement (the "Agreement") dated for reference the 6th of November, 2000. BETWEEN: CYBERBANK CORP. ---------------- a Korean Corporation having its head office at 18th Floor. Mirae Bldg., 1306-6 Seocho-dong, Seocho-gu, Seoul, Korea 137-070 Fax: 82-2-3483-4600 (the "Company") OF THE FIRST PART AND: PC-EPHONE LTD., a --------------- Bermuda Corporation having its head office at 129 Front Street Hamilton, Bermuda HM12 Fax: (604) 688-8371 (the "Distributor") OF THE SECOND PART WHEREAS: A. The Company has developed a handheld device/terminal that can be used to perform multiple functions on a CDMA, GSM or other wireless application protocol s

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.15 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: 463563 BC LTD. 5501 Cliffridge Place North Vancouver, BC V7R 4S2 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $41,500. (the "Debt"); B. The Debtor has agreed to issue to the Creditor a total of 415,000 s

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.5 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should a

Pc Ephone Inc – WARRANTS AGREEMENT (April 17th, 2001)

Exhibit 10.18 WARRANTS AGREEMENT between NEWLANDS OIL & GAS INC. ("Newlands") and CYBERBANK CORP. ("Cyberbank") WARRANTS AGREEMENT ------------------ THIS AGREEMENT (the "Agreement") is entered into effective the 6th of November 2000, by and between NEWLANDS OIL & GAS INC., a Nevada corporation (hereinafter referred to as "Newlands"), and CYBERBANK CORP., a Korea corporation (hereinafter referred to as "Cyberbank"). R E C I T A L S --------------- WHEREAS, Newlands wishes to grant warrants to Cyberbank to allow Cyberbank to purchase common shar

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.12 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: AMISANO HANSON CA'S #604 - 750 West Pender Street Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $10,620. (the "Debt"); B. The Debtor has agreed to issue to the Credito

Pc Ephone Inc – SUBDISTRIBUTOR AGREEMENT (April 17th, 2001)

Exhibit 10.19 SUBDISTRIBUTOR AGREEMENT This Subdistributor Agreement (the "Agreement") effective the 15th day of November, 2000. BETWEEN: PC-EPhone.com Ltd., a Bermuda Corporation having its corporate office at #129 Front Street Hamilton, BM HM11 Fax: (604) 688-8371 (herein the "Distributor") OF THE FIRST PART AND: FUTURECOM GLOBAL, INC., a Nevada corporation having an office at 15690 N. 83rd Way, Suite B Scottsdale, Arizona 85260 Fax: (480) 368-1467 (herein "FutureCom") OF THE SECOND PART WHEREAS: A. The Distributor is party to a Distribution Agreement (the "Distribution Agreemen

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.4 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should ac

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.2 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should a

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

EXHIBIT 10.8 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should act

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.11 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: ALLEN SEWELL 101 Church Bay Road Saturna Island, British Columbia V0N 2Y0 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $55,253.40. (the "Debt"); B. The Debtor has agreed to issue to the Cr

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.6 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

EXHIBIT 10.16 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: MORTON & CO. #1750 - 750 West Pender Street Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $25,000. (the "Debt"); B. The Debtor has agreed to issue t

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.14 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: FIRST PLACE CAPITAL INC. #300 - 750 West Pender Street Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $4,666. (the "Debt"); B. The Debtor has agreed to issue to the C

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.10 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: SHAREHOLDERS, which consists of thirteen entities (attached hereto as Schedule "A") (hereinafter called the "Creditors") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditors in the total amount of US $86,000. (the "Debt"); B. The Debtor has agreed to issue to the Creditors a

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.3 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should

Pc Ephone Inc – TRI-PARTY AGREEMENT (April 17th, 2001)

Exhibit 10.21 TRI-PARTY AGREEMENT ------------------- Dated this 9th day of February, 2001: This Agreement is entered into among: CYBERBANK CORP., a Korean corporation 18th Floor, Mirae Bldg. 1306-6 Seocho-dong, Seocho-gu Seoul, Korea 137-855 (hereinafter "Cyberbank") AND PC-EPHONE, INC., a Nevada corporation #515, 3440 Wilshire Blvd. Los Angeles, California (hereinafter "PCE") AND FUTURECOM GLOBAL, INC., a Nevada corporation 15690 N. 83rd Way, Scottsdale

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.9 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: NEXT MILLENNIUM MANAGEMENT LIMITED #522-625 Howe Street Vancouver, British Columbia V6C 2T6 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $5,000. (the "Debt"); B. The Debtor has agreed to issue to the C

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 17th, 2001)

Exhibit 10.13 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: Brothers Oil & Gas Inc. #1638 - 145 Tyee Drive Pt. Roberts, Washington 98281 USA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $21,960 (the "Debt"); B. The Debtor has agreed to issue to the Creditor a total of 2

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 17th, 2001)

Exhibit 10.7 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 2nd, 2001)

Exhibit 10.6 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 2nd, 2001)

Exhibit 10.14 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: FIRST PLACE CAPITAL INC. #300 - 750 West Pender Street Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $4,666. (the "Debt"); B. The Debtor has agreed to issue to the C

Pc Ephone Inc – THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. (April 2nd, 2001)

EXHIBIT 10.16 THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000. BETWEEN: MORTON & CO. #1750 - 750 West Pender Street Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Creditor") OF THE FIRST PART AND: NEWLANDS OIL & GAS INC., A company incorporated under the laws of Nevada and with an office in British Columbia, 300 - 750 West Pender Street, Vancouver, British Columbia V6C 2T7 CANADA (hereinafter called the "Debtor") OF THE SECOND PART WHEREAS: A. As at the date hereof, the Debtor is indebted to the Creditor in the total amount of US $25,000. (the "Debt"); B. The Debtor has agreed to issue t

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 2nd, 2001)

Exhibit 10.3 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should

Pc Ephone Inc – TRI-PARTY AGREEMENT (April 2nd, 2001)

Exhibit 10.21 TRI-PARTY AGREEMENT ------------------- Dated this 9th day of February, 2001: This Agreement is entered into among: CYBERBANK CORP., a Korean corporation 18th Floor, Mirae Bldg. 1306-6 Seocho-dong, Seocho-gu Seoul, Korea 137-855 (hereinafter "Cyberbank") AND PC-EPHONE, INC., a Nevada corporation #515, 3440 Wilshire Blvd. Los Angeles, California (hereinafter "PCE") AND FUTURECOM GLOBAL, INC., a Nevada corporation 15690 N. 83rd Way, Scottsdale

Pc Ephone Inc – INDEMNIFICATION AGREEMENT (April 2nd, 2001)

Exhibit 10.5 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of this 1st day of March, 2001, by and between PC-EPhone, Inc., a Nevada corporation (the "Company"), and the director and/or officer whose name appears on the signature page of this Agreement ("Indemnitee"). RECITALS -------- A. Highly competent persons are becoming more reluctant to serve as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations. B. The Board of Directors of the Company (the "Board" or the "Board of Directors") has determined that the Company should a