Lifef X Inc – NONDISCLOSURE AGREEMENT (April 3rd, 2002)EXHIBIT 10.2 NONDISCLOSURE AGREEMENT In consideration and as a condition of the engagement of Crane Consulting Corporation as a consultant ("Consultant") by LifeF/X, Inc. (the "Company"), Consultant hereby agrees with the Company as follows: 1. Consultant will not at any time, whether during or after the termination of its engagement, reveal to any person or entity any of the trade secrets or confidential information of the Company or of any third party which the Company is under an obligation to keep confidential (including but not limited to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, other technical information, works of authorship, customer lists, financial information, business plans, projects, plans and proposals), and Consultant shall keep secret
Lifef X Inc – Term: One Year from date of this agreement (April 3rd, 2002)EXHIBIT 10.3 LIFE FX, INC. EMPLOYMENT TERMS Name: Lucie Salhany Title: Chairman of the Board of Directors Reporting: This position reports to the Board of Directors Term: One Year from date of this agreement Duties: Attendance of all regularly scheduled Board meetings, assist the Company in its development of marketing strategies, including but not limited to the attendance of trade shows and meetings with prospective customers/partners, not to exceed 10 days of service on behalf of the Company. Office: You will continue to have use of your office and
Lifef X Inc – SECURITY AGREEMENT (January 2nd, 2002)EXHIBIT 2.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of December 17, 2001, is made between Lifef/x, Inc., a Nevada corporation, and Lifef/x Networks, Inc., a Delaware corporation (referred to herein together as "Debtor"), and Safeguard 2001 Capital, L.P., a Delaware limited partnership ("Secured Party"). Debtor and Secured Party hereby agree as follows: SECTION 1 DEFINITIONS; INTERPRETATION. (a) As used in this Agreement, the following terms shall have the following meanings: "COLLATERAL" has the meaning set forth in Section 2. "CREDIT AGREEMENT" means that certain Credit Agreement dated as of the date hereof, by and between the Debtor and the Secured Party, as amended, modified, renewed, extended or replaced from time to time. "DOCUMENTS" means this Agreement, the Credit Agreement and all other certificates, documents, agreements and instruments delivered to Secure
Lifef X Inc – CAPITAL STOCK WARRANT (January 2nd, 2002)EXHIBIT 4.1 --------------------- CAPITAL STOCK WARRANT BY LIFEF/X, INC. --------------------- WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. WC -1 Warrant to Purchase Shares of Capital Stock WARRANT TO PURCHASE CAPITAL STOCK of LIFEF/X, INC. This certifies that, for value received, Safeguard 2001 Capital, L.P., or its registered assigns ("
Lifef X Inc – THIS WARRANT CERTIFICATE, AND THE SHARES TO BE ISSUED UPON ITS EXERCISE, HAVE (February 12th, 2001)1 Exhibit 4.3 THIS WARRANT CERTIFICATE, AND THE SHARES TO BE ISSUED UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS REGISTERED UNDER THE ACT, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. WARRANT CERTIFICATE Dated: February 12, 2001 Warrant to Purchase shares of Common Stock, par value $.001 per share, of LIFE F/X, INC. VOID AFTER 11:59 pm, ROCHESTER, NEW YORK LOCAL TIME ON SEPTEMBER 30, 2001 LIFE F/X, INC., a Nevada corporation (the "Company"), hereby certifies that, in exchange for the purchase price of One Hundred Dollars ($100.00) and other consideration, the receipt and sufficiency of which are hereby acknowledged, Eastman Kodak Company, its successors and assigns (the "Holder"), is entitled to purchase from the Company at any time after the date he
Lifef X Inc – MARKETING AND DISTRIBUTION AGREEMENT (February 12th, 2001)1 EXHIBIT 10.15 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. DELETED PORTIONS ARE MARKED WITH ASTERISKS. MARKETING AND DISTRIBUTION AGREEMENT BETWEEN EASTMAN KODAK COMPANY AND LIFE F/X, INC. This worldwide marketing and Distribution Agreement is entered into as of this ___ day of January, 2001, by and between Eastman Kodak Company, a New Jersey corporation with its principal office at 343 State Street, Rochester, New York 14650 ("Kodak") and Lifef/x, Inc., a Nevada corporation with its principal office at 153 Needham Street, Newton, MA ("Life F/X"), hereinafter referred to collectively as the Parties. WHEREAS, Life F/X has developed software (the "Software") which is capable of transforming a digital image of a face ************************************ ***************** that can
Lifef X Inc – EMPLOYMENT AGREEMENT (February 12th, 2001)1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to be effective as of January 18, 2001, by and between Lifef/x Networks, Inc. (the "Company"), a Delaware corporation doing business in Massachusetts, and Richard A. Guttendorf ("Executive"), an individual residing in Maryland. The parties hereby agree as follows: 1. Employment; Term. (a) The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions contained in this Agreement. The term of Executive's employment hereunder (the "Employment Period") shall commence on January 18, 2001 (the "Effective Date") and shall continue for a period of two (2) years from and after the Effective Date, unless sooner terminated as hereinafter provided. (b) The Employment Peri
Lifef X Inc – ASSET PURCHASE AGREEMENT (May 18th, 2000)EXHIBIT 10.15 ASSET PURCHASE AGREEMENT ------------------------ AGREEMENT made this 8th day of October, 1997 among Pacific Title and Art --- Studio, a corporation organized under the laws of the State of California ("Seller"), Pacific Title and Mirage, Inc., a Delaware corporation ("PTM"), Safeguard Scientifics, Inc., a corporation organized under the laws of the State of Pennsylvania ("Safeguard"), and Mirage Technologies, Limited Partnership, a Delaware limited partnership (PTM, "Mirage" and, together with Safeguard, "Purchaser"). BACKGROUND ---------- A. Seller is engaged in the business of creating titles and effects using both optical processes (the "Optical Business") and digital processes (the "Digital Business"). (The Optical Business and the Digit
Lifef X Inc – LEASE (March 29th, 2000)EXHIBIT 10.15 LEASE ----- Between SECOND BROMFIELD PROPERTIES, INC., as Lessor and HONEYWELL, INC. as Lessee Dates as of July 25, 1967 1 THIS LEASE AGREEMENT, dated as of July 25, 1967, between SECOND BROMFIELD PROPERTIES, INC., (the Lessor), a Delaware corporation, having an address at c/o Wood, Struthers & Winthrop, 20 Exchange Place, New York, New York 10005, as lessor, and HONEYWELL, INC. (the Lessee), a Delaware corporation, having its principal office at 2701 Fourth Avenue South, Minneapolis, Minnesota 55408, as lessee. WITNESSETH TH
Lifef X Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 21st, 2000)EXHIBIT 10.10 GENERAL BILL OF SALE -------------------- ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- THIS GENERAL BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into this 20 day of March, 2000, by and between Lifef/x Networks, Inc., a Delaware corporation formerly known as Pacific Title/Mirage, Inc. ("Transferor"), and PTM Productions, Inc., a Delaware corporation ("Transferee"), and is made with reference to the following: A. Transferee, Transferor and Safeguard Delaware, Inc., a Delaware corporation, have heretofore executed that certain Assignment and Assumption Agreement dated as of December 14, 1999 (the "Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. B. Pursuant to the Agreement
Lifef X Inc – INDEMNIFICATION AGREEMENT (March 21st, 2000)EXHIBIT 10.12 INDEMNIFICATION AGREEMENT ------------------------- (Director) This Indemnification Agreement (the "Agreement") is made and entered into this 14th day of December, 1999 by and between Lifef/x, Inc., a Nevada corporation (the "Company"), and Robert Verratti (the "Indemnitee"), with reference to the following: A. Indemnitee is a director of the Company. B. The Company and Indemnitee recognize the increasing difficulty in obtaining directors', officers', employees' and agents' liability insurance, the significant increases in the cost of such insurance and the general reductions in coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in corporate litigation subjecting directors, officers, employees and agents to expensive litigation risks at
Lifef X Inc – SECURITY AGREEMENT (March 21st, 2000)EXHIBIT 10.8 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT, dated as of March 20, 2000 (this "Agreement"), is made and entered into by and among PTM Productions, Inc., a Delaware corporation ("Obligor") and Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard", and, in its capacity as agent, "Secured Party"), as agent for itself and on behalf of Safeguard Delaware, Inc., a Delaware corporation ("SDI"), with reference to the following: A Prior to the execution hereof, SDI, Obligor and Lifef/x Networks, Inc., a Delaware corporation formerly known as Pacific Title/Mirage, Inc. ("Lifef/x") entered into that certain Assignment and Assumption Agreement dated as of December 14, 1999 (the "Assignment and Assumption Agreement") pursuant to which, among other things, Lifef/x agreed to transfer to Obligor substantiall
Lifef X Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to be effective as of December 1, 1999, by and between Lifef/x Networks, Inc. (the "Company"), a Delaware corporation doing business in Massachusetts, and Serge Lafontaine ("Executive"), an individual residing in Lincoln, Massachusetts. The parties-hereby agree as follows: 1. Employment; Term. ---------------- (a) The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions contained in this Agreement. The term of Executive's employment hereunder (the "Employment Period") shall commence on December 1, 1999 (the "Effective Date") and shall continue for a period of two (2) years from and after the Effective Date, unless sooner terminated as hereinafter provided. (b)
Lifef X Inc – LOCK-UP/LEAK-OUT AGREEMENT (March 21st, 2000)EXHIBIT 10.13 LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of the 14th day of December 1999, by and among Safeguard Scientifics (Delaware), Inc., a Delaware corporation with an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945 ("SSI"), Safeguard 97 Capital L.P., a Delaware limited partnership with an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945 ("S97"), Safeguard 98 Capital L.P., a Delaware limited partnership with an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945 ("S98"), Safeguard 99 Capital L.P., a Delaware limited partnership with an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945 ("S99" and collectively with SSI, S97 and S98, "Safeguard"), Mirage Technologies Limited Partnership, a Mas
Lifef X Inc – CONSULTING AGREEMENT (March 21st, 2000)EXHIBIT 10.4 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of January 4, 2000, by and between Lifef/x Networks, Inc., a Delaware corporation (the "Company"), and Ian W. Hunter ("Consultant"), both the Company and the Consultant being sometimes referred to herein as the "parties," with reference to the following facts: A. Consultant possesses special skills, knowledge and qualifications beneficial to the business of the Company. B. The parties hereto desire to enter into an agreement under which Consultant will provide services to the Company. C. The parties intend that Consultant shall be an independent contractor with and to the Company under this Agreement and not an employee of the Company. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valu
Lifef X Inc – SUBSCRIPTION AGREEMENT (March 21st, 2000)EXHIBIT 4.2 FIN SPORTS U.S.A., INC. SUBSCRIPTION AGREEMENT (Revised November 24, 1999) Fin Sports U.S.A., Inc. 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 Attn: President Ladies and Gentlemen: 1. Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from Fin Sports U.S.A., Inc. (the "Company") the number of units (the "Units") set forth on the signature page hereof, at a purchase price of $3.00 per Unit, each consisting of one share of common stock, par value $.001 per share, of the Company (the "Common Stock" or the "Shares") and a warrant (the "Warrant") to purchase .01 share of Common Stock at an exercise price of $7.50 (the "Transaction"). 2. Payment. The Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to th
Lifef X Inc – INDEMNIFICATION AGREEMENT (March 21st, 2000)EXHIBIT 10.7 INDEMNIFICATION AGREEMENT ------------------------- THIS INDEMNIFICATION AGREEMENT, dated as of December 14, 1999 (this "Agreement"), is made and entered into by and among Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"), Lifef/x Networks, Inc., a Delaware corporation formerly known as Pacific Title/Mirage, Inc. ("Transferor"), and PTM Productions, Inc., a Delaware corporation ("Transferee"), with reference to the following: A. Pursuant to an Agreement and Plan of Merger of even date herewith by and among Transferor, Lifef/x, Inc., a Nevada corporation formerly known as FIN Sports U.S.A., Inc. ("Parent"), and a newly formed wholly-owned subsidiary of Parent ("Subsidiary"), Subsidiary will be merged with and into Transferor, with Transferor being the surviving corporation and becoming a wholly-owned subsidiary of Parent
Lifef X Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)EXHIBIT 10.3 (Massachusetts Employees) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to be effective as of December 1, 1999, by and between Lifef/x Networks, Inc. (the "Company"), a Delaware corporation doing business in Massachusetts, and Lucille S. Salhany ("Executive"), an individual residing in Dover, Massachusetts. The parties hereby agree as follows: 1. Employment; Term. ---------------- (a) The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions contained in this Agreement. The term of Executive's employment hereunder (the "Employment Period") shall commence on December 1, 1999 (the "Effective Date") and shall continue for a period of two (2) years from and after
Lifef X Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 21st, 2000)EXHIBIT 10.9 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of December 14, 1999, by and among Lifef/x Networks, Inc., a Delaware corporation formerly known as Pacific Title/Mirage, Inc. ("Transferor"), PTM Productions, Inc., a Delaware corporation ("Transferee"), and solely with respect to Section 4 below, Safeguard Delaware, Inc., a Delaware corporation ("SDI"), with reference to the following facts: A. Transferee is a newly formed Delaware corporation that intends, among other things, to operate Transferor's Optical and Scanning and Recording Divisions (collectively, the "Business"). B. Transferor wishes to transfer to Transferee substantially all of its assets, other than those relating primarily to its Lifef/x Division, in consideration for
Lifef X Inc – SOFTWARE LICENSE AGREEMENT (March 21st, 2000)EXHIBIT 10.11 SOFTWARE LICENSE AGREEMENT -------------------------- THIS SOFTWARE LICENSE AGREEMENT dated as of March 20, 2000 (this "Agreement") is made and entered into by and between Lifef/x Networks, Inc., a Delaware corporation formerly known as Pacific Title/Mirage, Inc., a Delaware corporation ("Licensor") and PTM Productions, Inc., a Delaware corporation ("Licensee"), with reference to the following: A. Prior to the execution hereof, Licensor, Licensee and Safeguard Delaware, Inc., a Delaware corporation, have entered into that certain Assignment and Assumption Agreement dated as of December 14, 2000 (the "Assignment Agreement"), pursuant to which, among other things, Licensor has agreed to transfer to Licensee substantially all of its assets and liabilities other than those relating primarily to its Lifef/x Division and Licensee has agreed to inde
Lifef X Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to be effective as of December 1, 1999, by and between Lifef/x Networks, Inc. (the "Company"), a Delaware corporation doing business in Massachusetts, and Michael S. Rosenblatt ("Executive"), an individual residing in Newton, Massachusetts. The parties hereby agree as follows: 1. Employment; Term. ---------------- (a) The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions contained in this Agreement. The term of Executive's employment hereunder (the "Employment Period") shall commence on December 1, 1999 (the "Effective Date") and shall continue for a period of two (2) years from and after the Effective Date, unless sooner terminated as hereinafter provided. (b)
Lifef X Inc – REGISTRATION RIGHTS AGREEMENT (March 21st, 2000)EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT ----------------------------- Dated as of December 14, 1999 Parties: MG SECURITIES GROUP, INC. with an address at 900 Jackson Street, Suite 450, Dallas Texas 75202 ("MG"); The investors (the "Investors") of Financing Shares (as defined herein) and Warrant Shares (as defined herein) whose names appear on the signature pages of this Agreement (whether as original signatories or hereinafter added as signatories to this Agreement); and LIFEF/X, INC., with an address at 331 Dudley Road, Newton, MA 02459 (the "Company"). WHEREAS, the Company desires to issue and sell 6,000,000 of the Company's Units consisting of 6,000,000 shares of the Company's common stock (the "Common Stock"), pursuant to Subscription Agreements with the Company (the "Financing Sha
Lifef X Inc – SUBLEASE (March 21st, 2000)EXHIBIT 10.14 SUBLEASE between NEWTON TECHNOLOGY PARK LLC as Landlord and LIFEF/X, INC. as Tenant of Premises at 153 Needham Street, Newton, Massachusetts March 16, 2000 TABLE OF CONTENTS ----------------- Page 1. Definitions....................................................... 2 2. Premises and Term; Master Lease................................... 5 2.1 Premises; Maste
Lifef X Inc – 1999 LONG TERM INCENTIVE PLAN (March 21st, 2000)EXHIBIT 10.5 LIFEF/X, INC. 1999 LONG TERM INCENTIVE PLAN ----------------------------- The purpose of the Lifef/x, Inc. 1999 Long Term Incentive Plan (the "Plan") is to provide (i) designated employees of Fin Sports U.S.A., Inc. (the "Company") and its subsidiaries and affiliates, (ii) certain advisors who perform services for the Company or its subsidiaries and affiliates and (iii) non-employee members of the Board of Directors of the Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance units. The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, and will align the economic interests of the parti
Lifef/X Inc – AGREEMENT AND PLAN OF MERGER (December 15th, 1999)AGREEMENT AND PLAN OF MERGER by and among FIN SPORTS U.S.A., INC., PTM ACQUISITION CORP. and PACIFIC TITLE/MIRAGE, INC. Dated December 14, 1999 TABLE OF CONTENTS Page ---- ARTICLE I THE MERGER.................................................. 1 ARTICLE II REPRESENTATIONS AND WARRANTIES.............................. 4 ARTICLE III COVENANTS................................................... 12 ARTICLE IV CERTAIN COVENANTS........................................... 13 ARTICLE V CONDITIONS.................................................. 15 ARTICLE VI INDEMNIFI
