Luminant Worldwide Corp Sample Contracts

Luminant Worldwide Corp – Press Release (December 21st, 2001)

Exhibit 99.1 Monday December 10, 9:20 am Eastern Time Press Release Luminant Agrees to Sell All Major Assets to Lante Corporation HOUSTON, Dec. 10 /PRNewswire/ -- Luminant Worldwide Corporation (Nasdaq: LUMT -news), a provider of technology-enabled business solutions, announced today that it has entered into a definitive agreement to sell core assets to Chicago-based Lante Corporation. This sale will be completed pursuant to section 363 of the Bankruptcy Code. Luminant filed for relief under Chapter 11 of the Bankruptcy Code after the market closed on Friday, December 7, 2001. Lante will pay approximately $3 million in cash for client relationships and contracts, intellectual property, software assets and certain tangible assets. Lante is committed to building upon the strong relationships and quality service that Luminant provides existing and prospective clients. Lante intends to extend employment offers to Luminant personnel who are importa

Luminant Worldwide Corp – 2000 BROAD BASED INCENTIVE PLAN (November 14th, 2001)

PURPOSE Luminant Worldwide Corporation, a Delaware corporation (the "Company"), wishes to recruit, reward, and retain employees. To further these objectives, the Company hereby sets forth the Luminant Worldwide Corporation 2000 Broad Based Incentive Plan (the "Plan"), effective as of ________________ (the "Effective Date"), to provide options ("Options") to employees of the Company and its subsidiaries to purchase shares of the Company's common stock (the "Common Stock").

Luminant Worldwide Corp – THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (May 14th, 2001)

EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND FIRST AMENDMENT TO COLLATERAL PLEDGE AGREEMENT This Amendment, dated as of March 30, 2001, is made by and among LUMINANT WORLDWIDE CORPORATION, a Delaware corporation, LWC OPERATING CORP., a Delaware corporation, LWC MANAGEMENT CORP., a Delaware corporation, POTOMAC I HOLDINGS, INC., a Delaware corporation, MULTIMEDIA I HOLDINGS, INC., a Delaware corporation, RSI GROUP, INC., a Texas corporation, ALIGN SOLUTIONS CORP., a Delaware corporation, POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC, a Delaware limited liability company, MULTIMEDIA RESOURCES, LLC, a New York limited liability company, INTERACTIVE8, INC., a New York corporation, BD ACQUISITION CORP., a Delaware corporation, RESOURCE SOLUTIONS INTERNATIONAL, LLC, a Texas limited liability company, INTEGRATED CONSULTING

Luminant Worldwide Corp – Re: Letter Amendment to Credit and Security Agreement (April 18th, 2001)

Exhibit 10.17 September 21, 2000 Luminant Worldwide Corporation 13737 Noel Road Suite 1400 Dallas, TX 75240-7367 Attention: Thomas G. Bevivino Re: Letter Amendment to Credit and Security Agreement Dear Mr. Bevivino: Luminant Worldwide Corporation, a Delaware corporation (the "Parent Borrower"), LWC Operating Corp., a Delaware corporation, LWC Management Corp., a Delaware corporation, Potomac I Holdings, Inc., a Delaware corporation, Multimedia I Holdings, Inc., a Delaware corporation, RSI Group, Inc., a Texas corporation, Align Solutions Corp., a Delaware corporation, Potomac Partners Management Consulting, LLC, a Delaware limited liability company, Multimedia Resources, LLC, a New York limited liability company, Interactive8, Inc., a New York corporation, BD Acquisition Corp., a Delaware corporation, Resource Solutions International, LLC, a Texas limited liability com

Luminant Worldwide Corp – THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (April 18th, 2001)

Exhibit 10.18 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND FIRST AMENDMENT TO COLLATERAL PLEDGE AGREEMENT This Amendment, dated as of March 30, 2001, is made by and among LUMINANT WORLDWIDE CORPORATION, a Delaware corporation, LWC OPERATING CORP., a Delaware corporation, LWC MANAGEMENT CORP., a Delaware corporation, POTOMAC I HOLDINGS, INC., a Delaware corporation, MULTIMEDIA I HOLDINGS, INC., a Delaware corporation, RSI GROUP, INC., a Texas corporation, ALIGN SOLUTIONS CORP., a Delaware corporation, POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC, a Delaware limited liability company, MULTIMEDIA RESOURCES, LLC, a New York limited liability company, INTERACTIVE8, INC., a New York corporation, BD ACQUISITION CORP., a Delaware corporation, RESOURCE SOLUTIONS INTERNATIONAL, LLC, a Texas limited liability company, INTEGRATED CONSULTING,

Luminant Worldwide Corp – AMENDMENT TO ASSET PURCHASE AGREEMENT (April 18th, 2001)

EXHIBIT 10.25 AMENDMENT TO ASSET PURCHASE AGREEMENT AND TERMINATION OF DEPOSIT ESCROW AGREEMENT This Amendment to Asset Purchase Agreement and Termination of Deposit Escrow Agreement dated as of November 29, 2000 (this "AGREEMENT") is made by and among: (i) InterActive8, Inc., a New York corporation (the "PURCHASER"); (ii) Luminant Worldwide Corporation, a Delaware corporation ("LUMINANT"); (iii) New York Consulting Partners, LLC, a limited liability company organized under the New York Limited Liability Company Law (the "SELLER"); and (iv) Elizabeth Haas-Edersheim (as a Member and in her capacity as the Members' Representative), the Elizabeth A. H. Edersheim Year 2000 Family Trust, Robert Allen, Gary Badrick, Joan Wilson and Frank Seld

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (April 18th, 2001)

EXHIBIT 10.21 EXECUTION COPY |__| Employee's Copy |__| Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Richard M. Scruggs: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing.

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (April 18th, 2001)

EXECUTION COPY |__| Employee's Copy |__| Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To James R. Corey: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing. The Company has been formed as a parent company to acquire a number of companies enga

Luminant Worldwide Corp – AGREEMENT (November 17th, 2000)

AGREEMENT AGREEMENT, made on this 16th day of August, 2000, by and between AVALON RESEARCH GROUP INC. ("AVALON") and LUMINANT WORLDWIDE CORP. ("LUMT"). 1. THE PARTIES 1.1 LUMT, a corporation, with its principal office at 13737 Noel Road, Suite 1400, 75240 (tel: (972) 581-7000; fax: (972) 581-7002) 1.2 AVALON, a corporation, with its principal office at 1900 Glades Road, Suite 201, Boca Raton, Florida 33431 (tel: 561-447-4044; fax: 561-447-4042; email: iberkowitz@avaloneresearch.com). 1.3 The persons executing this Agreement represent that they have full and complete authority to do so and has been designated to do so by their respective Board of Directors. 2. THE AGREEMENT 2.1 LUMT seeks a purchaser of all or part of a private placement offering ("Offering"). The Offering shall be for any combination of equity and/or debt on terms and conditions satisfactory to LUMT. As a result

Luminant Worldwide Corp – AGREEMENT (November 17th, 2000)

AGREEMENT AGREEMENT, made on this 16th day of August, 2000, by and between AVALON RESEARCH GROUP INC. ("AVALON") and LUMINANT WORLDWIDE CORP. ("LUMT"). 1. THE PARTIES 1.1 LUMT, a corporation, with its principal office at 13737 Noel Road, Suite 1400, 75240 (tel: (972) 581-7000; fax: (972) 581-7002) 1.2 AVALON, a corporation, with its principal office at 1900 Glades Road, Suite 201, Boca Raton, Florida 33431 (tel: 561-447-4044; fax: 561-447-4042; email: iberkowitz@avaloneresearch.com). 1.3 The persons executing this Agreement represent that they have full and complete authority to do so and has been designated to do so by their respective Board of Directors. 2. THE AGREEMENT 2.1 LUMT seeks a purchaser of all or part of a private placement offering ("Offering"). The Offering shall be for any combination of equity and/or debt on terms and conditions satisfactory to LUMT. As a result

Luminant Worldwide Corp – Re: Letter Amendment to Credit and Security Agreement (November 15th, 2000)

September 21, 2000 Luminant Worldwide Corporation 13737 Noel Road Suite 1400 Dallas, TX 75240-7367 Attention: Thomas G. Bevivino Re: Letter Amendment to Credit and Security Agreement Dear Mr. Bevivino: Luminant Worldwide Corporation, a Delaware corporation (the "Parent Borrower"), LWC Operating Corp., a Delaware corporation, LWC Management Corp., a Delaware corporation, Potomac I Holdings, Inc., a Delaware corporation, Multimedia I Holdings, Inc., a Delaware corporation, RSI Group, Inc., a Texas corporation, Align Solutions Corp., a Delaware corporation, Potomac Partners Management Consulting, LLC, a Delaware limited liability company, Multimedia Resources, LLC, a New York limited liability company, Interactive8, Inc., a New York corporation, BD Acquisition Corp., a Delaware corporation, Resource Solutions International, LLC, a Texas limited liability company, Integrated Consulting, Inc.,

Luminant Worldwide Corp – FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 15th, 2000)

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of August 31, 2000 is made by and between LUMINANT WORLDWIDE CORPORATION, a Delaware corporation, LWC OPERATING CORP., a Delaware corporation, LWC MANAGEMENT CORP., a Delaware corporation, POTOMAC I HOLDINGS, INC., a Delaware corporation, MULTIMEDIA I HOLDINGS, INC., a Delaware corporation, RSI GROUP, INC., a Texas corporation, ALIGN SOLUTIONS CORP., a Delaware corporation, POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC, a Delaware limited liability company, MULTIMEDIA RESOURCES, LLC, a New York limited liability company, INTERACTIVE8, INC., a New York corporation, BD ACQUISITION CORP., a Delaware corporation, RESOURCE SOLUTIONS INTERNATIONAL, LLC, a Texas limited liability company, INTEGRATED CONSULTING, INC., a Texas corporation, FREE RANGE MEDIA, INC., a Washington corporation, ALIGN-FIFTH GEAR ACQUISITION CORPORATION, a Delaware corporation, and ALIGN-SYNAPSE ACQUISITION COR

Luminant Worldwide Corp – FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 14th, 2000)

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, dated as of August 31, 2000 is made by and between LUMINANT WORLDWIDE CORPORATION, a Delaware corporation, LWC OPERATING CORP., a Delaware corporation, LWC MANAGEMENT CORP., a Delaware corporation, POTOMAC I HOLDINGS, INC., a Delaware corporation, MULTIMEDIA I HOLDINGS, INC., a Delaware corporation, RSI GROUP, INC., a Texas corporation, ALIGN SOLUTIONS CORP., a Delaware corporation, POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC, a Delaware limited liability company, MULTIMEDIA RESOURCES, LLC, a New York limited liability company, INTERACTIVE8, INC., a New York corporation, BD ACQUISITION CORP., a Delaware corporation, RESOURCE SOLUTIONS INTERNATIONAL, LLC, a Texas limited liability company, INTEGRATED CONSULTING, INC., a Texas corporation, FREE RANGE MEDIA, INC., a Washington corporation, ALIGN-FIFTH GEAR ACQUISITION CORPORATION, a Delaware corporation, and ALIGN-SYNAPSE ACQUISITION COR

Luminant Worldwide Corp – Re: Letter Amendment to Credit and Security Agreement (November 14th, 2000)

September 21, 2000 Luminant Worldwide Corporation 13737 Noel Road Suite 1400 Dallas, TX 75240-7367 Attention: Thomas G. Bevivino Re: Letter Amendment to Credit and Security Agreement Dear Mr. Bevivino: Luminant Worldwide Corporation, a Delaware corporation (the "Parent Borrower"), LWC Operating Corp., a Delaware corporation, LWC Management Corp., a Delaware corporation, Potomac I Holdings, Inc., a Delaware corporation, Multimedia I Holdings, Inc., a Delaware corporation, RSI Group, Inc., a Texas corporation, Align Solutions Corp., a Delaware corporation, Potomac Partners Management Consulting, LLC, a Delaware limited liability company, Multimedia Resources, LLC, a New York limited liability company, Interactive8, Inc., a New York corporation, BD Acquisition Corp., a Delaware corporation, Resource Solutions International, LLC, a Texas limited liability company, Integrated Consulting, Inc.,

Luminant Worldwide Corp – ASSET PURCHASE AGREEMENT (October 27th, 2000)

ASSET PURCHASE AGREEMENT AMONG INTERACTIVE8, INC., LUMINANT WORLDWIDE CORPORATION, NEW YORK CONSULTING PARTNERS, LLC AND THE MEMBERS OF NEW YORK CONSULTING PARTNERS, LLC DATED AS OF MAY 31, 2000 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS.......................................................................2 SECTION 1.01 DEFINITIONS......................................................2 SECTION 1.02 OTHE

Luminant Worldwide Corp – APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF (October 11th, 2000)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY 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. Luminant Worldwide Corporation WARRANT Warrant No.[ ] Dated: September 19, 2000 Luminant Worldwide Corporation, a Delaware corporation (the "Compan

Luminant Worldwide Corp – 6% CONVERTIBLE DEBENTURE (October 11th, 2000)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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. No. 2 $5,000,000 LUMINANT WORLDWIDE CORPORATION 6% CONVERTIBLE DEBENTURE DU

Luminant Worldwide Corp – REGISTRATION RIGHTS AGREEMENT (October 11th, 2000)

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of September 21, 2000, among Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory hereto (each such investor is a "PURCHASER" and all such investors are, collectively, the "PURCHASERS"). This Agreement is made pursuant to the Convertible Debenture Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "PURCHASE AGREEMENT"). The Company and the Purchasers hereby agree as follows: 1. DEFINITIONS Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "AFFILIATE" means, with respect to any Pe

Luminant Worldwide Corp – 6% CONVERTIBLE DEBENTURE (October 11th, 2000)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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. No. 1 $10,000,000 LUMINANT WORLDWIDE CORPORATION 6% CONVERTIBLE DEBENTURE D

Luminant Worldwide Corp – 6% CONVERTIBLE DEBENTURE (October 11th, 2000)

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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. No. 3 $2,000,000 LUMINANT WORLDWIDE CORPORATION 6% CONVERTIBLE DEBENTURE DU

Luminant Worldwide Corp – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (October 11th, 2000)

-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among LUMINANT WORLDWIDE CORPORATION and THE INVESTORS SIGNATORY HERETO Dated as of September 21, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Convertible Debenture Purchase Agreement CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of September 21, 2000, among Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory hereto (each suc

Luminant Worldwide Corp – CREDIT AND SECURITY AGREEMENT (August 14th, 2000)

EXHIBIT 10.3 ---------------------------------------------- ---------------------------------------------- CREDIT AND SECURITY AGREEMENT BY AND AMONG LUMINANT WORLDWIDE CORPORATION, LWC OPERATING CORP., LWC MANAGEMENT CORP., POTOMAC I HOLDINGS, INC., MULTIMEDIA I HOLDINGS, INC., RSI GROUP, INC., ALIGN SOLUTIONS CORP., POTOMAC PARTNERS MANAGEMENT CONSULTING LLC, MULTIMEDIA RESOURCES LLC, INTERACTIVE8, INC., BD ACQUISITION CORP., RESOURCE SOLUTIONS INTERNATIONAL, LLC, INTEGRATED CONSULTING, INC., FREE RANGE MEDIA, INC., ALIGN-FIFTH GEAR ACQUISITION CORPORATION, ALIGN-SYNAPSE ACQUISITION CORPORATION AND WELLS FARGO BUSINESS CREDIT, INC.

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (August 14th, 2000)

EXHIBIT 10.2 EXECUTION COPY |__| Employee's Copy |__| Company's Copy CLARANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To CHRISTOPHER F. MESHGINPOOSH: This Agreement establishes the terms of your employment with Clarant Worldwide Corporation, a Delaware corporation (the "COMPANY"). The Company has been formed as a parent company to acquire companies engaged in the business of providing internet professional services and to make an initial public offering ("IPO") of the Company's common stock. EMPLOYMENT AND DUTIES You and the Company agree to your employment as Vice President, Finance, Eastern Region on the terms contained herein. You agree to perform whatever

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

EXHIBIT 10.27 EXECUTION COPY |__| Employee's Copy |__| Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Henry Heilbrunn: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing. T

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

EXHIBIT 10.28 EXECUTION COPY |__| Employee's Copy |__| Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Scott A. Williamson: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing.

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

Exhibit 10.25 EXECUTION COPY / / Employee's Copy / / Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Lynn J. Branigan: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing.

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

EXHIBIT 10.26 EXECUTION COPY |__| Employee's Copy |__| Company's Copy CLARANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Michael Smith: This Agreement establishes the terms of your employment with Clarant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing. The C

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

EXHIBIT 10.23 EXECUTION COPY |__| Employee's Copy |__| Company's Copy LUMINANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To K. David Quackenbush: This Agreement establishes the terms of your employment with Luminant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing. The Company has been fo

Luminant Worldwide Corp – EMPLOYMENT AGREEMENT (March 20th, 2000)

EXHIBIT 10.24 EXECUTION COPY |__| Employee's Copy |__| Company's Copy CLARANT WORLDWIDE CORPORATION EMPLOYMENT AGREEMENT To Morris William Markel: This Agreement establishes the terms of your employment with Clarant Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment under this Agreement is contingent on effectiveness of the registration of the Company's common stock with the Securities and Exchange Commission for the Company's initial public offering ("IPO"). If the registration does not become effective by December 31, 1999, this Agreement will not bind either you or the Company, unless both you and the Company agree otherwise in writing. The Company has been form

Luminant Worldwide Corp – 1999 LONG-TERM INCENTIVE PLAN (October 20th, 1999)

LUMINANT WORLDWIDE CORPORATION 1999 LONG-TERM INCENTIVE PLAN PURPOSE Luminant Worldwide Corporation, a Delaware corporation (the "Company"), wishes to recruit, reward, and retain employees and outside directors. To further these objectives, the Company hereby sets forth the Luminant Worldwide Corporation 1999 Long-Term Incentive Plan (the "Plan"), effective as of September 15, 1999 (the "Effective Date"), to provide options ("Options") to employees and outside directors of the Company and its subsidiaries to purchase shares of the Company's common stock (the "Common Stock"). PARTICIPANTS All Employees of the Company and any Eligible Subsidiaries are eligible for Options under this Plan. Eligible employees become "optionees" when th

Luminant Worldwide Corp – AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION (September 14th, 1999)

Exhibit 10.24 AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Organization, dated as of June 1, 1999 (the "Agreement"), by and among Luminant Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred to herein as "Luminant"), Potomac Partners Acquisition LLC, a Delaware limited liability company ("Newco"), Potomac Partners Management Consulting, LLC, a Delaware limited liability company (the "Company"), and Simon J. Blanks, James R. Corey, Robert J. Kacergis, Paul Wedeking, Brian D. Methvin, Donald S. Perkins, Ellen R. Marram, John M. Richman, Thomas Puglisi and Michael Smith (the "Members"), is made and entered into as of September 2, 1999. RECITALS A. Luminant, Newco, the Company and the Members have determined that it is in their best interests to revise the

Luminant Worldwide Corp – AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION (September 14th, 1999)

Exhibit 10.21 EXECUTION COPY AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Organization, dated as of June 2, 1999 (the "Agreement"), by and among Luminant Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred to herein as "Luminant"), Icon Acquisition Corp., a Texas corporation ("Newco"), Integrated Consulting, Inc., a Texas corporation (the "Company"), and the stockholders of the Company (the "Stockholders"), is made and entered into as of September 2, 1999. RECITALS A. Luminant, Newco, the Company and the Stockholders have determined that it is in their best interests to revise the Agreement. B. Luminant, Newco, the Company and the Stockholders desire to amend the Agreement on the terms and subj

Luminant Worldwide Corp – AMENDMENT TO CONTRIBUTION AGREEMENT (September 14th, 1999)

EXHIBIT 10.26 EXECUTION COPY AMENDMENT TO CONTRIBUTION AGREEMENT This AMENDMENT (the "Amendment") to the Contribution Agreement, dated as of June 7, 1999 (as in effect on the date hereof, but without giving effect to this Amendment, the "Agreement"), by and between Luminant Worldwide Corporation, a Delaware corporation (f/k/a Clarant Worldwide Corporation and referred to herein as "Luminant"), and Young & Rubicam Inc., a Delaware corporation (the "Contributor"), is made and entered into as of September 2, 1999. RECITALS A. Luminant and Contributor have determined that it is in their best interests to revise the Agreement. B. Luminant and Contributor desire to amend the Agreement on the terms and subject to the conditions set forth herein. C. All of the Other Founding

Luminant Worldwide Corp – REGISTRATION RIGHTS AGREEMENT (September 14th, 1999)

Exhibit 10.31 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of September 16, 1999, by and among LUMINANT WORLDWIDE CORPORATION, a Delaware corporation (the "Company"), and UNITED AIR LINES, INC., a Delaware corporation ("UAL"). RECITALS A. The Company has issued to UAL a warrant dated of even date herewith (the "Warrant") to purchase up to 300,000 shares of the common stock of the Company (the "Company Common Stock"). B. The Company and UAL desire to provide certain registration rights to UAL with respect to the shares of Company Common Stock that UAL may acquire under the Warrant. NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Compa

Luminant Worldwide Corp – AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION (September 14th, 1999)

Exhibit 10.23 AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION THIS AMENDMENT (the "Amendment") to the Agreement and Plan of Organization, dated as of June 2, 1999 (as in effect on the date hereof, but without giving effect to this Amendment, the "Agreement"), by and among Luminant Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred to herein as "Luminant"), Multimedia Acquisition LLC, a New York limited liability company ("Newco"), Multimedia Resources, LLC, a New York limited liability company (the "Company"), Henry Heilbrunn, Lynn J. Branigan and Norman L. Dawley, (collectively, the "Members"), is made and entered into as of September 3, 1999. RECITALS A. Luminant, Newco, the Company and the Members have determined that it is in their best interests to revise the Agreement. B. Luminant, Newco, the Company and the Membe