Visijet Inc Sample Contracts

Advanced Refractive Technologies, Inc. – AGREEMENT AND PLAN OF ACQUISITION (July 18th, 2006)

EXHIBIT 10.55 ACQUISITION OF OPTIMETRIX TECHNOLOGIES, INC. BY ADVANCED REFRACTIVE TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between OptiMetrix Technologies, Inc., a Florida corporation (OTI), UTEK CORPORATION, a Delaware corporation (UTEK), and Advanced Refractive Technologies, INC., a Delaware corporation (ARFR). WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of OTI (OTI Shares); WHEREAS, before the Closing Date, OTI will acquire the license for the fields of use as described In the License Agreement and Consulting Agreement as described which is attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a patented and proprietary technology for the fields of uses spec

Advanced Refractive Technologies, Inc. – WORKOUT CONSULTING SERVICES AGREEMENT (July 18th, 2006)

EXHIBIT 10.56 WORKOUT CONSULTING SERVICES AGREEMENT This Workout Consulting Services Agreement is entered into as of the 3rd day of March, 2006 by and between Advanced Refractive Technologies, Inc., a Nevada corporation (the "Company") and Florencia Mate Garabito (the "Consultant"). RECITALS: A. The Company is an early-stage medical device company focused on the development of ophthalmic surgery products for use in the laser eye surgery and cataract surgery markets; B. The Company has borrowed over $7,000,000 in various convertible debenture offerings over the past few years, and is in default of its payment or other obligations under such instruments (the "Senior Debt"), which are secured by the assets of the Company pursuant to Security Agreements, Pledge Agreements and UCC Financing Statements (the "Security Instruments"); C. The holders of the Se

Advanced Refractive Technologies, Inc. – AGREEMENT AND PLAN OF ACQUISITION (June 20th, 2006)

EXHIBIT 10.55 ACQUISITION OF OPTIMETRIX TECHNOLOGIES, INC. BY ADVANCED REFRACTIVE TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between OptiMetrix Technologies, Inc., a Florida corporation (OTI), UTEK CORPORATION, a Delaware corporation (UTEK), and Advanced Refractive Technologies, INC., a Delaware corporation (ARFR). WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of OTI (OTI Shares); WHEREAS, before the Closing Date, OTI will acquire the license for the fields of use as described In the License Agreement and Consulting Agreement as described which is attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a patented and proprietary technology for the fields of uses specif

Advanced Refractive Technologies, Inc. – WORKOUT CONSULTING SERVICES AGREEMENT (June 20th, 2006)

EXHIBIT 10.56 WORKOUT CONSULTING SERVICES AGREEMENT This Workout Consulting Services Agreement is entered into as of the 3rd day of March, 2006 by and between Advanced Refractive Technologies, Inc., a Nevada corporation (the "Company") and Florencia Mate Garabito (the "Consultant"). RECITALS: A. The Company is an early-stage medical device company focused on the development of ophthalmic surgery products for use in the laser eye surgery and cataract surgery markets; B. The Company has borrowed over $7,000,000 in various convertible debenture offerings over the past few years, and is in default of its payment or other obligations under such instruments (the "Senior Debt"), which are secured by the assets of the Company pursuant to Security Agreements, Pledge Agreements and UCC Financing Statements (the "Security Instruments"); C. The holders of the Seni

Advanced Refractive Technologies, Inc. – AGREEMENT AND PLAN OF ACQUISITION (June 20th, 2006)

EXHIBIT 10.55 ACQUISITION OF OPTIMETRIX TECHNOLOGIES, INC. BY ADVANCED REFRACTIVE TECHNOLOGIES, INC. AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between OptiMetrix Technologies, Inc., a Florida corporation (OTI), UTEK CORPORATION, a Delaware corporation (UTEK), and Advanced Refractive Technologies, INC., a Delaware corporation (ARFR). WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of OTI (OTI Shares); WHEREAS, before the Closing Date, OTI will acquire the license for the fields of use as described In the License Agreement and Consulting Agreement as described which is attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a patented and proprietary technology for the fields of uses specif

Advanced Refractive Technologies, Inc. – WORKOUT CONSULTING SERVICES AGREEMENT (June 20th, 2006)

EXHIBIT 10.56 WORKOUT CONSULTING SERVICES AGREEMENT This Workout Consulting Services Agreement is entered into as of the 3rd day of March, 2006 by and between Advanced Refractive Technologies, Inc., a Nevada corporation (the "Company") and Florencia Mate Garabito (the "Consultant"). RECITALS: A. The Company is an early-stage medical device company focused on the development of ophthalmic surgery products for use in the laser eye surgery and cataract surgery markets; B. The Company has borrowed over $7,000,000 in various convertible debenture offerings over the past few years, and is in default of its payment or other obligations under such instruments (the "Senior Debt"), which are secured by the assets of the Company pursuant to Security Agreements, Pledge Agreements and UCC Financing Statements (the "Security Instruments"); C. The holders of the Seni

Advanced Refractive Technologies, Inc. – ASSET PURCHASE AGREEMENT (January 13th, 2006)

EXHIBIT 10.54 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT ")dated as of October 12, 2005, is by and between CooperVision International Holding Company, LP. ("COOPER"), a United Kingdom limited partnership, and Advanced Refractive Technologies Inc. ("ART" ), a Delaware corporation. RECITALS WHEREAS, ART has entered into a Settlement Agreement with Gebauer Medizintechnik GmbH ("Gebauer") in connection with the termination of ART as Gebauer's exclusive worldwide distributor; and WHEREAS, Cooper has entered into an agreement to be Gebauer as Gebauer's exclusive worldwide distributor; and WHEREAS, ART retains in inventory certain equipment and supplies purchased from Gebauer as set forth on EXHIBIT A (the "Assets"); and WHEREAS, ART desires to sell to Cooper, and Cooper desires to purchase from ART, the Assets. NOW, THEREFORE, in consid

Advanced Refractive Technologies, Inc. – SETTLEMENT AGREEMENT (January 13th, 2006)

EXHIBIT 10.53 SETTLEMENT AGREEMENT This Settlement Agreement is entered into as of the 13 day of October 2005 by and between Advanced Refractive Technologies Inc. (the "Company") and Gebauer Medizintechnik GmbH (Gebauer), RECITALS: --------- Certain disputes have arisen between the Company and Gebauer, and the parties desire to reach a full compromise and settlement of all obligations and disputes BETWEEN THEM IN their entirety, and to enter into a mutual general release; NOW, THEREFORE; the parties agree as follows: 1. MUTUAL RELEASES. 1.1 RELEASE OF THE COMPANY. Gebauer, acting on his own behalf and on behalf of its directors and officers hereby unconditionally releases and discharges the Company, and its officers, directors, agents, successors and representatives, from any and all claims, liabilities, demands, oblig

Advanced Refractive Technologies, Inc. – MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT (August 1st, 2005)

EXHIBIT 10.10 MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT THIS AGREEMENT (hereinafter "Agreement") is entered into as of the Effective Date by and between Gebauer Medizintechnik GmbH., a German corporation, (hereinafter "Gebauer"), and VisiJet, Inc., an United States Delaware corporation (hereinafter "VisiJet"), and will come into power and be a binding agreement upon the Effective Date set forth in Section 1.8 of this Agreement. WHEREAS, subject to terms and conditions described in this Agreement, VisiJet desires to be appointed an exclusive distributor of Gebauer to purchase, market and sell certain products manufactured by Gebauer, and Gebauer is willing and able to manufacture and supply such products to VisiJet; and WHEREAS, in exchange for such appointment and the valuable prior investments made by Gebauer, VisiJet is willing to pay Gebauer consideration in t

Visijet Inc – CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (June 6th, 2005)

EXHIBIT 10.33 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of August 24, 2004, between VisiJet, Inc., a corporation organized and existing under the laws of the State of Delaware ("VISIJET, INC."), and Langley Park Investments PLC, a corporation organized under the laws of England and Wales with its offices at 30 Farringdon Street, London EC4A 4HJ ("LANGLEY"). WHEREAS, subject to the terms and conditions set forth in this Agreement, VisiJet, Inc. desires to issue and sell to Langley and Langley desires to acquire from VisiJet, Inc. Four Hundred Fifty Thousand (450,000) shares of VisiJet, Inc.'s Series A 0% Convertible Preferred Stock, $.001 par value (the "SERIES A PREFERRED Stock"), with a Stated Value of ten dollars ($10) per share, and an aggregate Stated Value of Four Million F

Visijet Inc – MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT (February 18th, 2005)

EXHIBIT 10.10 MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT THIS AGREEMENT (hereinafter "Agreement") is entered into as of the Effective Date by and between Gebauer Medizintechnik GmbH., a German corporation, (hereinafter "Gebauer"), and VisiJet, Inc., an United States Delaware corporation (hereinafter "VisiJet"), and will come into power and be a binding agreement upon the Effective Date set forth in Section 1.8 of this Agreement. WHEREAS, subject to terms and conditions described in this Agreement, VisiJet desires to be appointed an exclusive distributor of Gebauer to purchase, market and sell certain products manufactured by Gebauer, and Gebauer is willing and able to manufacture and supply such products to VisiJet; and WHEREAS, in exchange for such appointment and the valuable prior investments made by Gebauer, VisiJet is willing to pay Gebauer consideration in the form of cash and stock, as set forth in Section 2.1 hereof,

Visijet Inc – SECURITIES PURCHASE AGREEMENT (February 1st, 2005)

EXHIBIT 10.48 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of January 14, 2005, by and among VisiJet, Inc., a Delaware corporation, with headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), each of the purchasers set forth on the signature pages hereto (the "BUYERS"), and Renn Capital Group, Inc., a Texas corporation. WHEREAS: A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT"); B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) 8% senior secured convertible debentures of the Company, in t

Visijet Inc – INTERNATIONAL DISTRIBUTOR AGREEMENT (February 1st, 2005)

EXHIBIT 10.47 VISIJET, INC. INTERNATIONAL DISTRIBUTOR AGREEMENT THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (hereinafter "agreement") is entered into on this ______________ day of _____________ 2004, by and between VISIJET, Inc. (hereinafter "Company"), and ______________________, (hereinafter "Distributor"). RECITALS WHEREAS, Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. WHEREAS, Distributor is an entity duly organized, validly existing, and in good standing under the laws of ; WHEREAS, Company manufactures and owns the rights to certain products and services with medical applications, described on EXHIBIT A attached hereto (collectively, the "Products") and; WHEREAS, Company and Distributor wish to enter into an exclusive agreement whereby Distributor will be a s

Visijet Inc – AMENDED AND RESTATED SECURITY AGREEMENT (February 1st, 2005)

EXHIBIT 10.52 AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT"), dated as of January 14, 2005, by and among VisiJet, Inc., a Delaware corporation ("COMPANY"), each of the parties listed on EXHIBIT A hereto and their respective endorsees, transferees and assigns (individually, a "SECURED PARTY", and collectively, the "SECURED PARTIES"), and Renn Capital Group, Inc., a Texas corporation (the "AGENT"), as agent for the Secured Parties. WITNESSETH: WHEREAS, pursuant to a Securities Purchase Agreement, dated October 6, 2004, between the Company and certain of the Secured Parties, and a Securities Purchase Amendment Agreement, dated October 6, 2004, between such parties, the Company issued to such Secured Parties certain notes and debentures (collectively, the "PREVIOUS DEBENTURES") which may be converted into shares of common stock of the Company ("

Visijet Inc – PATENT LICENSE AGREEMENT (February 1st, 2005)

EXHIBIT 10.45 PATENT LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement") dated September 17, 2003 ("Effective Date") between Robert M. Campbell, Jr., M.D. (the "PATENT OWNER" or "LICENSOR"') and VisiJet, Inc., a California corporation ("LICENSEE"). 1. BACKGROUND 1.1 PATENT OWNER owns the U.S. patent identified in Exhibit A ("Licensed Patent") and, except for a fifty-five percent (55%) ownership in earned royalties derived from exploitation of the Licensed Patent to the benefit of hereafter identified beneficiaries, is the exclusive owner of all rights to the invention which is the subject of the patent claims therein ("the Invention"). 1.2 PATENT OWNER desires to license the Licensed Patent to the extent required for LICENSEE to perfect commercial embodiments of the Invention and to market the Licensed Products, as hereinafter defined, at the earliest possible time in order that the Licensed Products therefore may be available for public

Visijet Inc – CONVERTIBLE DEBENTURE (February 1st, 2005)

EXHIBIT 10.49 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER THE ACT. CONVERTIBLE DEBENTURE Irvine, California January 14, 2005 $_____________________ FOR VALUE RECEIVED, VISIJET, INC., a Delaware corporation (hereinafter called the "BORROWER"), hereby promises to pay to the order of _____________________________________or registered assigns (the "HOLDER") the sum of _______________________________Dollars ($____________________), on January 14, 2015 (th

Visijet Inc – OTHERWISE SET FORTH HEREIN OR IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF (February 1st, 2005)

EXHIBIT 10.50 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 14, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. STOCK PURCHASE WARRANT ISSUED JANUARY 14, 2005 THIS CERTIFIES THAT, for value received, _____________________________ or its registered assigns, is entitled to purchase from VisiJet, Inc., a Delaware corporation (the "COMPANY"), at any time or from time to t

Visijet Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 1st, 2005)

EXHIBIT 10.51 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 14, 2005, by and among VISIJET, INC., a Delaware corporation, with its headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), and the parties listed on EXHIBIT A and their respective affiliates and any assignee or transferee of all of their respective rights hereunder (the "INVESTORS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the Company and certain of the Investors, dated as of October 6, 2004, and the Securities Purchase Amendment Agreement by and among the Company and certain of the Investors (collectively, the "PRIOR PURCHASE AGREEMENT"), the Company and such Investors (the "ORIGINAL INVESTORS")entered into that certain Registration Rights Agreement, dated as of October 6, 2004 (the "PRIOR AGREEME

Visijet Inc – SECURITIES PURCHASE AGREEMENT (November 12th, 2004)

EXHIBIT 10.34 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and among VisiJet, Inc., a Delaware corporation, with headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), and each of the purchasers set forth on the signature pages hereto (the "BUYERS"). WHEREAS: A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT"); B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) 8% senior secured convertible debentures o

Visijet Inc – AMENDMENT (November 12th, 2004)

EXHIBIT 10.38 AMENDMENT Reference is made to the Securities Purchase Agreement (the "PURCHASE AGREEMENT") dated October 6, 2004 by and among VisiJet, Inc. ("VISIJET") and Gamma Opportunity Capital Partners L.P. ("GAMMA"), Bridges & PIPES LLC ("B&P"), LibertyView Special Opportunities Fund, LP ("LIBERTYVIEW"), Blue Fin Partners, Inc. ("Blue Fin") and Little Gem Life Sciences Fund, LLC ("Little Gem"), wherein, among other matters, VisiJet has issued convertible debentures in the aggregate principal amount of $885,000 (the "DEBENTURES"). Further, reference is made to the Securities Purchase Amendment Agreement (the "AMENDMENT AGREEMENT") dated October 6, 2004 by and among VisiJet, Bushido Capital Master Fund, L.P., B&P and LibertyView, wherein, among other matters, VisiJet has issued amended convertible notes and debentures in the aggregate principal amount of $2

Visijet Inc – CONVERTIBLE DEBENTURE (November 12th, 2004)

EXHIBIT 10.35 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT. CONVERTIBLE DEBENTURE Irvine, California [ISSUE DATE], 2004 $[NUMBER] FOR VALUE RECEIVED, VISIJET, INC., a Delaware corporation (hereinafter called the "BORROWER"), hereby promises to pay to the order of [INVESTOR] or registered assigns (the "HOLDER") the sum of [AMOUNT] Dollars ([NUMBER]), on [TEN (10) Y

Visijet Inc – REGISTRATION RIGHTS AGREEMENT (November 12th, 2004)

EXHIBIT 10.37 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 6, 2004, by and among VISIJET, INC., a Delaware corporation, with its headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), and BUSHIDO CAPITAL MASTER FUND L.P. ("BUSHIDO"), BRIDGES & PIPES LLC ("B&P"), LIBERTYVIEW SPECIAL OPPORTUNITIES FUND, LP ("LIBERTYVIEW"), GAMMA OPPORTUNITY CAPITAL PARTNERS LP ("GAMMA"), BLUE FIN PARTNERS, INC. ("BLUE FIN") and LITTLE GEM LIFE SCIENCES FUND, LLC ("LITTLE GEM") (Unless the context is otherwise, Bushido, B&P, LibertyView, Gamma, Blue Fin and Little Gem, together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "INITIAL INVESTORS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and amon

Visijet Inc – THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON OCTOBER 6, (November 12th, 2004)

EXHIBIT 10.44 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON OCTOBER 6, 2009 (the "EXPIRATION DATE"). No. 2 VISIJET, INC. WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE For VALUE RECEIVED, LibertyView Special Opportunities Fund, LP ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warr

Visijet Inc – SECURITIES PURCHASE AMENDMENT AGREEMENT (November 12th, 2004)

EXHIBIT 10.39 SECURITIES PURCHASE AMENDMENT AGREEMENT SECURITIES PURCHASE AMENDMENT AGREEMENT (this "AGREEMENT"), dated October 7, 2004, by and among VISIJET, INC., a Delaware corporation, with its headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), BUSHIDO CAPITAL MASTER FUND L.P., a Cayman Islands company, BRIDGES & PIPES LLC, a New York limited liability company, and LIBERTYVIEW SPECIAL OPPORTUNITIES FUND, LP, a Cayman Islands limited partnership. WHEREAS, in connection with the Securities Purchase Agreement (the "BUSHIDO/B&P PURCHASE AGREEMENT") entered into as of June 24, 2004, by and among the Company, Bushido Capital Master Fund, L.P. ("BUSHIDO") and Bridges & Pipes LLC ("B&P"), the Company sold to Bushido a $600,000 principal amount Convertible Debenture dated June 24, 2004 (the "BUSHIDO CONVERTIBLE DEBENTURE"), a Stock P

Visijet Inc – THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JULY 23, (November 12th, 2004)

Exhibit 10.43 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JULY 23, 2011 (the "EXPIRATION DATE"). No. 1 As Amended October 6, 2004 VISIJET, INC. WARRANT TO PURCHASE 750,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE For VALUE RECEIVED, LibertyView Special Opportunities Fund, LP ("Warrantholder"), is entitled to purchase, subject to the

Visijet Inc – 8% CONVERTIBLE NOTE (November 12th, 2004)

EXHIBIT 10.42 THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 8% CONVERTIBLE NOTE ------------------- US$1,000,000 July 23, 2004 As Amended October 6, 2004 FOR VALUE RECEIVED, VisiJet, Inc., a Delaware corporation (the "COMPANY"), hereby unconditionally promises to pay to the order of LibertyView Special Opportunities Fund

Visijet Inc – OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF (November 12th, 2004)

EXHIBIT 10.36 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF [ISSUE DATE], 2004, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, [INVESTOR] or its registered assigns, is entitled to purchase from VisiJet, Inc., a Delaware corporation (the "COMPANY"), at any time or from time to time

Visijet Inc – CONVERTIBLE DEBENTURE (November 12th, 2004)

EXHIBIT 10.40 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT. CONVERTIBLE DEBENTURE Irvine, California June 24, 2004; Amended October 6, 2004 $400,000 FOR VALUE RECEIVED, VISIJET, INC., a Delaware corporation (hereinafter called the "BORROWER"), hereby promises to pay to the order of BRIDGES & PIPES LLC or registered assigns (the "HOLDER") the sum of Four Hundred Thousand Dollars ($40

Visijet Inc – CONVERTIBLE DEBENTURE (November 12th, 2004)

EXHIBIT 10.41 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT. CONVERTIBLE DEBENTURE Irvine, California June 24, 2004; Amended October 6, 2004 $600,000 FOR VALUE RECEIVED, VISIJET, INC., a Delaware corporation (hereinafter called the "BORROWER"), hereby promises to pay to the order of BUSHIDO CAPITAL MASTER FUND L.P. or registered assigns (the "HOLDER") the sum of Six Hundred Thousand

Visijet Inc – COMMON STOCK PURCHASE WARRANT (August 18th, 2004)

EXHIBIT 10.8 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER

Visijet Inc – SECURITIES PURCHASE AGREEMENT (August 18th, 2004)

EXHIBIT 10.11 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 23 day of July, 2004 by and among VisiJet, Inc., a Delaware corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors"). RECITALS A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended; and B. The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Inve

Visijet Inc – TO THE TERM CREDIT AGREEMENT (August 18th, 2004)

EXHIBIT 10.2 EXHIBIT A TO THE TERM CREDIT AGREEMENT FORM OF TERM NOTE TERM NOTE Los Angeles, California U.S.$750,000 May 6, 2004 FOR VALUE RECEIVED, the undersigned, VISIJET INC., a Delaware corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of HIT CREDIT UNION (the "Lender"), without offset or counterclaim, the principal sum of SEVEN HUNDRED FIFTY THOUSAND U.S. DOLLARS (U.S.$750,000) on or before the Maturity Date (as such term is defined in the Credit Agreement referred to below). The Borrower further promises to pay interest on the Term Loan outstanding hereunder from time to time at the interest rates, and payable on the dates, set fo

Visijet Inc – REGISTRATION RIGHTS AGREEMENT (August 18th, 2004)

EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 24, 2004, by and among VisiJet, Inc., a Delaware corporation, with its headquarters located at 192 Technology Drive, Suite Q, Irvine, California 92618 (the "COMPANY"), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "INITIAL INVESTORS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investors (i) convertible debentures in the aggregate principal amount of up to One Million Dollars ($1,000,000) (the "DEBENTURES") that are co

Visijet Inc – SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO (August 18th, 2004)

EXHIBIT 10.5 EXHIBIT A NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF

Visijet Inc – PLEDGE AND ESCROW AGREEMENT (August 18th, 2004)

EXHIBIT 10.6 PLEDGE AND ESCROW AGREEMENT This Pledge and Escrow Agreement (the "AGREEMENT"), dated as of June 24, 2004, is made by and among VisiJet, Inc., a Delaware corporation (the "PLEDGOR"), each of the Buyers set forth on the signature page of the Agreement (as defined below)(each a "PLEDGEE" and collectively the "PLEDGEES"), and Tarter Krinsky & Drogin LLP (the "ESCROW AGENT") as agent for the Pledgees. WHEREAS, the Pledgor and the Pledgees are parties to that certain Securities Purchase Agreement, of even date herewith (the "PURCHASE AGREEMENT"), pursuant to which the Pledgor has issued Convertible Debentures in the aggregate principal amount of $1,000,000 payable to Pledgees (the "DEBENTURES"); and WHEREAS, as a material inducement to the Pledgees to enter into the Purchase Agreement, the Pledgees have required and the Pledgor has agr