EXHIBIT 4.1 UPGRADE INTERNATIONAL CORPORATION STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT ---------------------------- The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and...Stock Option Agreement • August 14th, 2000 • Upgrade International Corp /Fl/ • Non-operating establishments • Washington
LOAN AGREEMENT --------------Loan Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Washington
ARTICLE I DEFINITIONSLicense Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
WARRANT TO PURCHASE COMMON STOCK OF UPGRADE INTERNATIONAL CORPORATION --------- -----------------------------------------------------------------------Second Cma Inc • April 6th, 2000 • Non-operating establishments • Washington
EXHIBIT 10.28 UPGRADE INTERNATIONAL CORPORATION 1411 Fourth Avenue, Suite 629 Seattle, Washington 98101 March 6,2001 President Rockster Records, Inc. Beverly Hills, California 90211 Re: Rockster Records, Inc --------------------- This letter sets...Letter Agreement • January 17th, 2002 • Upgrade International Corp /Fl/ • Non-operating establishments • Washington
RECITALSFinancing Agreement • March 12th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
VOTING TRUST AGREEMENT VOTING TRUST AGREEMENT (this "Agreement is made effective as of February 22, 1999 (the "Effective Date"), by and between Upgrade International Corporation (the "Trustee"), and Work Product Investment Trust (the "Shareholder")....Voting Trust Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Washington
PROMISSORY NOTEPromissory Note • May 21st, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments
EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT is entered into this 10th day of October, 1997 at Newport Beach, California, by and between CardTech, Inc., a Nevada corporation ("Licensor") and UltraCard, Inc., a Nevada corporation...Exclusive License Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION...Upgrade International Corp /Fl/ • March 12th, 2001 • Non-operating establishments • California
THIS Option Agreement made the 3 day of February 1998. ---Amending Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Nevada
THIS AGREEMENT is entered into the 8th day of September, 2000 by and ---- between Upgrade International Corporation, a Florida corporation, to be reincorporated as a Washington corporation prior to the Effective Time ("Upgrade"), Upgrade Acquisition...Conversion Agreement • March 12th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
FUNDING AGREEMENT THIS FUNDING AGREEMENT (this "Agreement") is made and entered into as of July 16th , 1999, by and between EFORNET CORPORATION, a Washington -------------- corporation (the "Borrower"), and UPGRADE INTERNATIONAL CORPORATION, a Florida...Funding Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Washington
UPGRADE INTERNATIONAL CORPORATION 1411 Fourth Avenue, Suite 629 Seattle, Washington 98101 December 11, 2000 Mr. Marco Garibaldi President Rockster, Inc. 8670 Wilshire Boulevard Third Floor Beverly Hills, California 90211 Re: Rockster, Inc....Definitive Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
WARRANT TO PURCHASE COMMON STOCK OF UPGRADE INTERNATIONAL CORPORATION --------- -----------------------------------------------------------------------Upgrade International Corp /Fl/ • January 16th, 2001 • Non-operating establishments • Washington
THIS SUB-DISTRIBUTION AGREEMENT (this "Agreement") is made as of this 13th day ----- of July, 1998, by and between Global Cybersystems, Inc., a Nevada ------------ Corporation (the "Distributor") and Financial Electronic Systems, Inc., a California...Sub-Distribution Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
UPGRADE INTERNATIONAL CORPORATION UPGRADE ACQUISITION INC. THE PATHWAYS GROUP, INC. AGREEMENT AND PLAN OF REORGANIZATION Dated as of September ___, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Delaware
RECITALS --------Stock Purchase and Subscription Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments
R E C I T A L SStock Purchase Agreement • May 15th, 2000 • Second Cma Inc • Non-operating establishments
1. After Lease Commencement: 980 University Avenue Los Gatos, CA 95032 2. Prior to Lease Commencement: 1550 South Bascom Avenue, Suite 100 Campbell, CAAcceptance Agreement • August 14th, 2000 • Upgrade International Corp /Fl/ • Non-operating establishments • California
JOINT DEVELOPMENT AND SUPPLY AGREEMENT FOR CARD SUBSTRATES THIS JOINT DEVELOPMENT AND SUPPLY AGREEMENT FOR CARD SUBSTRATES (the "Agreement") is made this day of July, 2000, by and between UltraCard, Inc., a --- Nevada corporation having a place of...Joint Development and Supply Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • California
DESIGN AGREEMENT FOR ULTRACARD WRITER/READER DEVICESDesign Agreement • August 14th, 2000 • Upgrade International Corp /Fl/ • Non-operating establishments • California
BETWEENAgreement and Plan • April 6th, 2000 • Second Cma Inc • Non-operating establishments • Florida
EXHIBIT 4.1 INTERNATIONAL FOREX FINANCE GROUP, LTD. 16350 Park Ten Place Suite 100-25 Houston, TX 77084 MASTER AGREEMENT TO PROVIDE FINANCING AND CUSTODIAL SERVICES This Master Agreement (hereinafter "Agreement") is entered into on this 24th day of...Provide Financing and Custodial Services • March 22nd, 2002 • Upgrade International Corp /Fl/ • Non-operating establishments
Recitals, ---------Card Substrate Supply Agreement • January 17th, 2002 • Upgrade International Corp /Fl/ • Non-operating establishments • California
EXHIBIT 10.1 FUNDING AGREEMENT THIS FUNDING AGREEMENT (this "Agreement") is made and entered into as of March 21, 2000 (the "Effective Date"), by and between ULTRACARD, INC. a Nevada corporation (the "Borrower"), and UPGRADE INTERNATIONAL CORPORATION,...Funding Agreement • May 15th, 2000 • Second Cma Inc • Non-operating establishments • Nevada
ASSIGNMENT OF ------------- INTELLECTUAL PROPERTY RIGHTS ---------------------------- KNOW ALL MEN BY THESE PRESENTS that WORK PRODUCT INVESTMENT TRUST and DAVID ZUCKER (collectively "Assignor"), for One Dollar ($1.00), certain stock purchase rights...Upgrade International Corp /Fl/ • January 16th, 2001 • Non-operating establishments
ARTICLES OF MERGER OF UPGRADE INTERNATIONAL CORPORATION AND UPGRADE OF WASHINGTON INC.Upgrade International Corp /Fl/ • January 16th, 2001 • Non-operating establishments
ULTRACARD, INC. STOCK PURCHASE, VOTING AND CANCELLATION RIGHTS AND REDEMPTION AGREEMENTVoting and Cancellation Rights and Redemption Agreement • January 16th, 2001 • Upgrade International Corp /Fl/ • Non-operating establishments • Nevada
UPGRADE INTERNATIONAL CORP. AMENDED 1999 COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION PLANSecond Cma Inc • April 6th, 2000 • Non-operating establishments
September 07, 2000 Mr. Peter Lippold President, Card & More, Inc. Card & More, LP Plastikkartenvertrieb GmbH Challenge Card Design Plastikkarten, GmBH 1700 Montgomery Street ste. 111 San Francisco, CA 94111 VIA FAX: 415-339-9148 Dear Mr. Lippold: The...Upgrade International Corp /Fl/ • January 16th, 2001 • Non-operating establishments
EXHIBIT 10.27 COMMON STOCK RESALE LIMITATION AGREEMENT This Common Stock Resale Limitation Agreement (this "Agreement") is entered into this 8 day of March 2001, by and among Upgrade International --- Corporation, a Washington corporation (the...Common Stock Resale Limitation Agreement • January 17th, 2002 • Upgrade International Corp /Fl/ • Non-operating establishments
