Perfumania Com Inc Sample Contracts

Envision Development Corp /Fl/ – PRESS RELEASE (October 26th, 2000)

1 Exhibit 99.1 WEDNESDAY OCTOBER 25, 12:54 PM EASTERN TIME PRESS RELEASE ENVISION DEVELOPMENT CORP. ANNOUNCES COMMENCEMENT OF AMERICAN STOCK EXCHANGE DELISTING PROCEDURES MARLBORO, Mass.--(BUSINESS WIRE)--Oct. 25, 2000--Envision Development Corporation (AMEX:EDV - news) today announced that the Company has been notified by the American Stock Exchange that the Exchange intends to file an application with the Securities and Exchange Commission to delist the Company's shares from the Exchange. The Exchange's decision is based on the Exchange's view that the Company does not currently meet certain listing criteria. After due consideration the Company has determined that it will not appeal the Exchange's decision, instead will focus its energy on building existing technologies and increasing the Company's financial performance. Envision's common stock is eligible for trading on the over-the-counter bulletin board (

Envision Development Corp /Fl/ – AMENDMENT NO. 2 (September 15th, 2000)

1 Exhibit 10.1 AMENDMENT NO. 2 This AMENDMENT NO. 2, dated as of September 1, 2000 (this "AMENDMENT"), to the First Amended and Restated Agreement and Plan of Merger, dated as of March 10, 2000, as amended by Amendment No. 1 dated as of May 11, 2000 (the "MERGER AGREEMENT"; capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement), is entered into among Envision Development Corporation, a Florida corporation ("HOLDINGS"), perfumania.com, inc., a Florida corporation ("PERFUMANIA.COM"), Envision Acquisition Corporation, a Massachusetts corporation ("EAC"), Envision Development Corporation, a Massachusetts corporation ("ENVISION"), and the stockholders of Envision listed on Schedule I to the Merger Agreement (the "STOCKHOLDERS"). WHEREAS, the parties hereto desire to amend the Merger Agreement on the t

Envision Development Corp /Fl/ – INVESTOR RIGHTS AGREEMENT (September 15th, 2000)

1 Exhibit 10.12 INTEROSA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "AGREEMENT") is entered into as of the 28 day of June, 2000, by and among INTEROSA, INC., a Delaware corporation ("InteRosa" or the "COMPANY"), Envision Development Corporation, a Delaware corporation ("ENVISION"); ROCKMOUNTAIN VENTURES FUND, LP a Delaware limited partnership, or its assignee or designee ("ROCK"); and ZERO.NET, Inc., a Delaware corporation ("ZERO.NET"). ZERO.NET may be referred to herein as the "SERIES C INVESTOR". Rock and Envision shall be referred to hereinafter as the "SERIES B INVESTORS" and Envision shall be referred to herein as the "SERIES A INVESTOR". If not otherwise designated, ZERO.NET, Rock and Envision shall be collectively referred to as the "INVEST

Envision Development Corp /Fl/ – THIS LOAN AGREEMENT AND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF (September 15th, 2000)

1 Exhibit 10.4 THIS LOAN AGREEMENT AND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS LOAN AGREEMENT AND NOTE MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE LOAN AGREEMENT AND NOTE UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THAT SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. LOAN AGREEMENT AND NOTE $640,000.00 Colorado Springs, Colorado, August 10, 2000 THIS LOAN AGREEMENT AND NOTE (this "Agreement and Note") is made as of the date

Envision Development Corp /Fl/ – SECURED PROMISSORY NOTE (September 15th, 2000)

1 Exhibit 10.9 LOAN AGREEMENT SECURED PROMISSORY NOTE $170,000.00 September 11, 2000 BORROWER: ENVISION DEVELOPMENT CORP. 100 Nickerson Road Marlboro, MA 01752 LENDER: Zero.Net, Inc. 650 MISSION STREET SAN FRANCISCO, CA 94105 FOR VALUE RECEIVED, the undersigned Borrower, promises to pay UPON DEMAND, or if no demand then on or before September 11, 2001, to Dominion Income Management Corp., ("Lender"), or its assigns, in lawful money of the United States of America, the principal sum of the Loan Amount, One Hundred Seventy Thousand and no/100 Dollars ($170,000.00), together with interest from the date of this Note on the unpaid principal balance at a rate of

Envision Development Corp /Fl/ – PROMISSORY NOTE (September 15th, 2000)

1 Exhibit 10.2 PROMISSORY NOTE $200,000.00 New York, New York June 29, 2000 FOR VALUE RECEIVED, the undersigned, LiQ, INC., a Delaware corporation (the "BORROWER"), hereby unconditionally promises to pay to the order of ZERO.NET, Inc. (the "LENDER") at the office of the Lender, located at 21520 30th Drive S. E., Ste. 105, Bothell, WA 98021, in lawful money of the United States of America and in immediately available funds, at any time after December 29, 2000 on demand an amount of TWO HUNDRED THOUSAND and no/100 ($200,000.00) Dollars together with interest from the date of this Note on the unpaid principal balance hereof from time to time outstanding at the rate per annum of the Prime Rate payable on March 30 and September 30 of each year, commencing Se

Envision Development Corp /Fl/ – SECURED PROMISSORY NOTE (September 15th, 2000)

1 Exhibit 10.8 LOAN AGREEMENT SECURED PROMISSORY NOTE $650,000.00 September 11, 2000 BORROWER: ENVISION DEVELOPMENT CORP. 100 Nickerson Road Marlboro, MA 01752 LENDER: DOMINION INCOME MANAGEMENT CORP. 21520 30TH DRIVE S.E., STE. 105 BOTHELL, WA 98021 FOR VALUE RECEIVED, the undersigned Borrower, promises to pay UPON DEMAND, or if no demand then on or before September 11, 2001, to Dominion Income Management Corp., ("Lender"), or its assigns, in lawful money of the United States of America, the principal sum of the Loan Amount, Six Hundred Fifty Thousand and no/100 Dollars ($650,000.00), together with interest from the date of this Note on the unpaid principal

Envision Development Corp /Fl/ – SECURITY AGREEMENT (September 15th, 2000)

1 Exhibit 10.7 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of September 8, 2000, made by ENVISION DEVELOPMENT CORP., a Delaware corporation (the "BORROWER"), in favor of Dominion Income Management Corp. a Washington corporation (the "LENDER"). WITNESSETH: WHEREAS, the Lender has agreed to make loans and other extensions of credit (such loans and other extensions of credit, collectively, the "LOAN") to the Borrower from time to time upon the terms and subject to the conditions set forth in the individual promissory notes (such promissory notes, collectively, the "NOTE") issued by the Borrower to the Lender in connection with the Loan; and WHEREAS, the Lender has requested, as a condition precedent to the making of the Loan, that the Borrower execute and deliver this Security Agreement to the Lende

Envision Development Corp /Fl/ – SECURITY AGREEMENT (September 15th, 2000)

1 Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 29, 2000, made by LiQ, INC., a Delaware corporation (the "Borrower"), in favor of ZERO.NET, Inc., a Delaware corporation (the "LENDER"). WITNESSETH: WHEREAS, the Lender has agreed to make loans and other extensions of credit (such loans and other extensions of credit, collectively, the "LOAN") to the Borrower from time to time upon the terms and subject to the conditions set forth in the individual promissory notes (such promissory notes, collectively, the "NOTE") issued by the Borrower to the Lender in connection with the Loan; and WHEREAS, the Lender has requested, as a condition precedent to the making of the Loan, that the Borrower execute and deliver this Security Agreement to the Lender, and the Borrower has agreed to this r

Envision Development Corp /Fl/ – STOCK PURCHASE AGREEMENT (September 15th, 2000)

1 Exhibit 10.11 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into effective this 28th day of June, 2000, by and between InteRosa, Inc., a Delaware corporation located at 7150 Campus Drive, Colorado Springs, CO 80920, ("InteRosa" or the "Company"), and ZERO.NET, Inc., a Delaware corporation ("ZERO.NET"). If not otherwise designated, ZERO.NET shall be referred to as the "INVESTOR". The term "Investor" shall specifically be understood to include any successor, transferee or assignee of Investor's rights under this Agreement or any other document or instrument entered into pursuant hereto, as applicable. RECITALS WHEREAS, the Company has authorized the sale and issuance of up to an aggregate of 1,432,662 shares (the "Shares") of its Series C Preferred Stock (the "Preferred") to Investor; WHEREAS, Investor des

Envision Development Corp /Fl/ – SECURITY AGREEMENT (September 15th, 2000)

1 Exhibit 10.10 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of September 11, 2000, made by ENVISION DEVELOPMENT CORP., a Florida corporation (the "BORROWER"), in favor of ZERO.NET, INC. a Delaware corporation (the "LENDER"). WITNESSETH: WHEREAS, the Lender has agreed to make loans and other extensions of credit (such loans and other extensions of credit, collectively, the "LOAN") to the Borrower from time to time upon the terms and subject to the conditions set forth in the individual promissory notes (such promissory notes, collectively, the "NOTE") issued by the Borrower to the Lender in connection with the Loan; and WHEREAS, the Lender has requested, as a condition precedent to the making of the Loan, that the Borrower execute and deliver this Security Agreement to the Lender, and the Borrower

Envision Development Corp /Fl/ – WARRANT NO. C-1 (September 15th, 2000)

1 Exhibit 10.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN EXEMPTION FROM SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT NO. C-1 ISSUED AUGUST 10, 2000 -------------------------------------------------------------------------------- WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK OF INTEROSA, INC. (VOID AFTER AUGUST 10, 2003) This certifies that Zero.net, Inc., (the "Holder"), or its assigns or designees

Envision Development Corp /Fl/ – SECURED PROMISSORY NOTE (September 15th, 2000)

1 Exhibit 10.6 LOAN AGREEMENT SECURED PROMISSORY NOTE $540,000.00 September 8, 2000 BORROWER: ENVISION DEVELOPMENT CORP. 100 Nickerson Road Marlboro, MA 01752 LENDER: DOMINION INCOME MANAGEMENT CORP. 21520 30TH DRIVE S.E., STE. 105 BOTHELL, WA 98021 FOR VALUE RECEIVED, the undersigned Borrower, promises to pay UPON DEMAND, or if no demand then on or before August 31, 2001, to Dominion Income Management Corp., ("Lender"), or its assigns, in lawful money of the United States of America, the principal sum of the Loan Amount, Five Hundred Forty Thousand and no/100 Dollars ($540,000.00), together with interest from the date of this Note on the unpaid principal b

Envision Development Corp /Fl/ – PRESS RELEASE (August 9th, 2000)

1 Exhibit 99.1 WEDNESDAY AUGUST 9, 8:44 AM EASTERN TIME PRESS RELEASE ENVISION DEVELOPMENT CORPORATION ANNOUNCES CORPORATE REORGANIZATION MARLBORO, Mass.--(BUSINESS WIRE)--Aug. 9, 2000--Envision Development Corporation (AMEX: EDV - NEWS), the emerging leader in web-centric transactive technologies and eBusiness solutions, today announced Envision's board of directors has unanimously elected board member, Dean M. Willard as chairman and interim chief executive officer, effective immediately. We are in the process of transforming Envision from a traditional professional services organization to an eBusiness solutions company with expertise in transactive and wireless technologies," Dean M. Willard, Envision's chairman and interim chief executive officer, said. "As we implement these changes, it has become clear that our management structure will also need to change. We are committed to a new organizational struct

Envision Development Corp /Fl/ – STOCK ACQUISITION AGREEMENT (June 21st, 2000)

1 Exhibit 2.1 AMENDED AND RESTATED STOCK ACQUISITION AGREEMENT THIS AMENDED AND RESTATED STOCK ACQUISITION AGREEMENT (the "AGREEMENT") is made and entered into as of the 31st day of March, 2000, by and among (i) ENVISION DEVELOPMENT CORPORATION, a Florida corporation ("ENVISION"), and QV ACQUISITION CORPORATION, a Delaware corporation ("ACQUISITION CO."), and (ii) SUNDOG TECHNOLOGIES, INC., a Delaware corporation ("SUNDOG"), and ROCKMOUNTAIN VENTURES FUND, LP ("ROCK"), a Delaware limited partnership (individually, a "STOCKHOLDER" and collectively, the "STOCKHOLDERS"). RECITALS -------- WHEREAS, Acquisition Co. is a duly incorporated Delaware subsidiary of Envision formed for the purpose of the share exchange contemplated by this Agreement, with au

Envision Development Corp /Fl/ – PRESS RELEASE - 4/10/00 (June 21st, 2000)

1 Exhibit 99.1 PRESS RELEASE - 4/10/00 COMPANY CONTACT: Michael Amideo, Envision Development Corporation, 508-481-8303, michaela@edvcorp.com MEDIA CONTACTS: David Politis, Politis Communications, 801-523-3730, 801-556-8184 (mobile), dpolitis@politis.com Jason Olsen, Politis Communications, 801-523-3730, jolsen@politis.com BROKER CONTACT: Leonardo Zangani, L.G. Zangani, 908-788-9660, lgzangani@rcn.com FOR IMMEDIATE RELEASE ENVISION DEVELOPMENT CORPORATION COMPLETES ACQUISITION OF QVTECH, INC. MARLBOROUGH, Mass. and COLORADO SPRINGS, Colo. -- April 11 -- Envision Development Corporation (Amex: EDV) today announced the completion of the acquisition of controlling ownership of Qvtech, Inc. in a stock exchange transaction. Qvtech is the leading developer of applications to provide security and policy management for email across a wide range of platforms. The

Envision Development Corp /Fl/ – AMENDMENT NO. 1 (May 30th, 2000)

1 Exhibit 2.2 AMENDMENT NO. 1 This AMENDMENT NO. 1, dated as of May 12, 2000 (this "Amendment"), to the First Amended and Restated Agreement and Plan of Merger, dated as of March 10, 2000 (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement), is entered into among Envision Development Corporation, a Florida corporation ("Holdings"), perfumania.com, inc., a Florida corporation ("Perfumania.com"), Envision Acquisition Corporation, a Massachusetts corporation ("EAC"), Envision Development Corporation, a Massachusetts corporation ("Envision"), and the stockholders of Envision listed on Schedule 1 to the Merger Agreement (the "Stockholders"). WHEREAS, the parties hereto desire to amend the Merger Agreement on the terms provided herein; WHEREAS, Section 10.4 of the Merger Agreement pro

Envision Development Corp /Fl/ – AGREEMENT AND PLAN OF MERGER (May 30th, 2000)

1 Exhibit 2.1 FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG ENVISION DEVELOPMENT CORPORATION, A FLORIDA CORPORATION, ENVISION ACQUISITION CORPORATION, PERFUMANIA.COM, INC., A FLORIDA CORPORATION, ENVISION DEVELOPMENT CORPORATION, A MASSACHUSETTS CORPORATION, AND THE STOCKHOLDERS OF ENVISION DEVELOPMENT CORPORATION, A MASSACHUSETTS CORPORATION March 10, 2000 2 FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of the 10th day of March, 2000 by and among:

Envision Development Corp /Fl/ – PERFUMANIA.COM, INC. STOCK PURCHASE AGREEMENT (May 25th, 2000)

1 EXHIBIT 2.1 ----------------------------- PERFUMANIA.COM, INC. STOCK PURCHASE AGREEMENT ----------------------------- AMONG E COM VENTURES, INC., ZERO.NET, INC., AND ENVISION DEVELOPMENT CORPORATION APRIL 29, 2000 2 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into effective as of April 29, 2000, by and among E Com Ventures, Inc., a Florida corporation (the "Buyer "), ZERO.NET, Inc., a Delaware Corporation (`ZERO") and Envision Development Corporation, a Florida corporation (the "Seller"). WHEREAS, the Seller owns one hundred percent (

Envision Development Corp /Fl/ – AGREEMENT AND PLAN OF MERGER (May 22nd, 2000)

1 EXHIBIT 2.1 EXECUTION COPY -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 5, 2000 AMONG ENVISION DEVELOPMENT CORPORATION LiQ ACQUISITION SUB, INC., LiQ, INC. AND SYED ABBAS ALI SHAH 2 AGREEMENT AND PLAN OF MERGER, dated as of May 5, 2000 (this "AGREEMENT"), among ENVISION DEVELOPMENT CORPORATION, a Florida corporation ("ENVISION"), LiQ ACQUISITION SUB, INC., a Delaware corporation and a direct wholly-owned subsidiary of Envision ("MERGER SUB"), LiQ, INC., a Delaware corporation ("LIQ") and

Envision Development Corp /Fl/ – LEASE AGREEMENT (April 28th, 2000)

1 Exhibit 10.11 LEASE AGREEMENT ARTICLE I - BASIC LEASE PROVISIONS Each reference in this Lease to titles or terms contained in Article I shall be deemed to incorporate the applicable definitions or data. The Exhibits attached to this Lease are incorporated by reference. Date of Lease: April 6, 2000 Commencement Date: The later of August 1, 2000 or the date on which possession of the Premises has been delivered to Tenant and Substantial Completion of Landlord's Work has been achieved. Landlord: Claremont Bridgewater I, LLC Landlord's Mailing Address: One Lakeshore Center Bridgewater, MA 02324 Tenant: Envision Development Corporation Tenant

Envision Development Corp /Fl/ – EXECUTIVE EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into on February 17, 2000 by and between Envision Development Corporation, ("Company"), and Alex L. Adamopoulos ("Executive"). FACTUAL BACKGROUND The Company wishes to employ Executive as its Executive Vice President of Technology and Development, and Executive wishes to be employed by Company in such capacity upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the receipt and sufficiency of which is hereby acknowledged and accepted, the Company and the Executive hereby agree as follows: AGREEMENT 1. EMPLOYMENT AND DUTIES. The Company employs Executive as its Executive Vice President

Envision Development Corp /Fl/ – EXECUTIVE EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into effective January 11, 2000 by and between Envision Development Corporation, ("Company"), and William J. Patch ("Executive"). FACTUAL BACKGROUND The Company wishes to employ Executive as its President / Chief Operating Officer and Executive wishes to be employed by Company in such capacity upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the receipt and sufficiency of which is hereby acknowledged and accepted, the Company and the Executive hereby agree as follows: AGREEMENT 1. EMPLOYMENT AND DUTIES. The Company employs Executive as its President / Chief Operating Officer. In

Envision Development Corp /Fl/ – EXECUTIVE EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into effective January 11, 2000 by and between Envision Development Corporation, ("Company"), and Michael E. Amideo ("Executive"), the ("Effective Date"). FACTUAL BACKGROUND The Company wishes to employ Executive as its Chief Financial Officer, and Executive wishes to be employed by Company in such capacity upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the receipt and sufficiency of which is hereby acknowledged and accepted, the Company and the Executive hereby agree as follows: AGREEMENT 1. EMPLOYMENT AND DUTIES. The Company employs Executive as its Chief Financial Officer. In t

Envision Development Corp /Fl/ – EXECUTIVE EMPLOYMENT AGREEMENT (April 28th, 2000)

1 EXHIBIT 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is entered into effective January 14, 2000 by and between Envision Development Corporation, ("Company"), and Thomas F. Nolan ("Executive"), the ("Effective Date"). FACTUAL BACKGROUND The Company wishes to employ Executive as its Vice President of Operations, and Executive wishes to be employed by Company in such capacity upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the receipt and sufficiency of which is hereby acknowledged and accepted, the Company and the Executive hereby agree as follows: AGREEMENT 1. EMPLOYMENT AND DUTIES. The Company employs Executive as its Vice President of Operati

Envision Development Corp /Fl/ – COMPANY PRESS RELEASE (April 27th, 2000)

1 Exhibit 99.1 MONDAY, APRIL 24, 6:59 A.M. EASTERN TIME COMPANY PRESS RELEASE SOURCE: ENVISION DEVELOPMENT CORPORATION ENVISION DEVELOPMENT CORPORATION NAMES WILLIAM J. PATCH AS CHAIRMAN AND CEO MARLBORO, Mass., April 24 -- Envision Development Corporation (AMEX: EDV - News), the emerging leader in web-centric transactive technologies, today announced the promotion and appointment of William J. (Bill) Patch to chairman of the board and chief executive officer from president and chief operating officer. Today's announcement positions the company to accelerate its rapid growth and expansion into emerging markets for transactive technology applications and solutions. As chairman and CEO, Patch will be responsible for the successful execution of the company's business plans and strategies. Patch has more than 27 years of management experience in the information technology industry, including senior management po

Envision Development Corp /Fl/ – AGREEMENT AND PLAN OF MERGER (February 18th, 2000)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG PERFUMANIA.COM, INC. ENVISION DEVELOPMENT CORPORATION AND EDC SUB, INC. THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated February 8, 2000 is made and entered into by and among perfumania.com, inc., a Florida corporation (the "Company"), Envision Development Corporation, a Florida corporation and a wholly-owned subsidiary of the Company ("HoldingCo"), and EDC Sub, Inc., a Florida corporation and a wholly-owned subsidiary of HoldingCo ("MergerSub"). RECITALS: The respective boards of directors of each of HoldingCo, MergerSub and the Company have approved the merger of MergerSub with and into the Company (the "Merge

Perfumania Com Inc – EMPLOYMENT AGREEMENT (December 14th, 1999)

1 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 30th day of October, 1999, by and between the perfumania.com, inc.,) a Florida corporation (parent Company of Postacard.com, inc.) ("Employer") and Isaac Lekach ("Employee"). W I T N E S S E T H: WHEREAS, Employer, has acquired on October 30, 1999 Postacard.com , a subsidiary engaged in the business of operating an online greeting card company, and WHEREAS, Employee is experienced in the development and operation of such business and qualified to perform such services for the Employer; and WHEREAS, Employer desires to retain the services of the Employee; and WHEREAS, Employee is desirous of obtaining employment with the Employer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises

Perfumania Com Inc – EMPLOYMENT AGREEMENT (December 14th, 1999)

1 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 30th day of October, 1999, by and between the perfumania.com, inc.,) a Florida corporation (parent Company of Postacard.com, inc.) ("Employer") and David Lekach ("Employee"). W I T N E S S E T H: WHEREAS, Employer, has acquired on October 30, 1999 Postacard.com , a subsidiary engaged in the business of operating an online greeting card company, and WHEREAS, Employee is experienced in the development and operation of such business and qualified to perform such services for the Employer; and WHEREAS, Employer desires to retain the services of the Employee; and WHEREAS, Employee is desirous of obtaining employment with the Employer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises

Perfumania Com Inc – ASSET PURCHASE AGREEMENT (December 14th, 1999)

1 Exhibit 10.1 ASSET PURCHASE AGREEMENT This agreement is made and entered into this 29th day of October, 1999 (the effective date), by and between Perfumania, Inc., a Florida corporation (hereinafter "Seller") and perfumania.com, Inc., a Florida corporation (hereinafter "Purchaser"). Seller and Purchaser are collectively referred to as "the Parties". WHEREAS in exchange for the consideration set out in this agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: 1. PURCHASE OF POSTACARD.COM. Purchaser shall acquire from Seller all of the assets of PostAcard.com (hereinafter "the business"), a wholly owned subsidiary of Seller, including but not limited to, (i) Seller's registered domain name of the Business; (ii) the Business' website and its content

Perfumania Com Inc – 1999 INCENTIVE STOCK OPTION PLAN (September 3rd, 1999)

1 EXHIBIT 10.1 PERFUMANIA.COM, INC. 1999 INCENTIVE STOCK OPTION PLAN ARTICLE I ESTABLISHMENT OF THE PLAN perfumania.com, inc. (the "Corporation") hereby establishes this 1999 Incentive Stock Option Plan (the "Plan") upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN 2.01 This Plan is intended to secure for the Corporation and its stockholders the benefits arising from ownership of the Corporation's common stock by those responsible for its future growth. The Plan is designed to help attract and retain superior Officers, Directors, Employees, and Advisors, to provide such personnel with an additional incentive to contribute to the success of the Corporation, and to promote a cl

Perfumania Com Inc – EMPLOYMENT AGREEMENT (July 28th, 1999)

1 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is dated as of this 28th day of July, 1999, between perfumania.com, inc., a Florida corporation (the "Corporation") and Rachmil Lekach (the "Executive"). WITNESSETH WHEREAS, the Executive is presently the President of the Corporation who, in accordance with the policies established by the Board of Directors of the Corporation (the "Board"), develops and oversees the implementation of the goals and objectives of the Corporation; and WHEREAS, the Executive and the Corporation entered into an employment agreement effective May 1, 1999 (the "Prior Agreement"); and WHEREAS, the Executive has been appointed to and has accepted the position of Chief Executive Officer of Corporation effective July 28, 1999 and the Executive and the Corporation desire to am

Perfumania Com Inc – 1999 INCENTIVE STOCK OPTION PLAN (July 28th, 1999)

1 EXHIBIT 10.1 PERFUMANIA.COM, INC. 1999 INCENTIVE STOCK OPTION PLAN ARTICLE I ESTABLISHMENT OF THE PLAN perfumania.com, inc. (the "Corporation") hereby establishes this 1999 Incentive Stock Option Plan (the "Plan") upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN 2.01 This Plan is intended to secure for the Corporation and its stockholders the benefits arising from ownership of the Corporation's common stock by those responsible for its future growth. The Plan is designed to help attract and retain superior Officers, Directors, Employees, and Advisors, to provide such personnel with an additional incentive to contribute to the success of the Corporation, and to promote a cl

Perfumania Com Inc – EMPLOYMENT AGREEMENT (July 28th, 1999)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 12th day of July, 1999, by and between the Perfumania.com, a Florida corporation ("Employer") and G. Richard Veliz ("Executive"). W I T N E S S E T H: WHEREAS, Employer, is engaged in the business of selling perfumes and cosmetics on a discount basis through the Internet; and WHEREAS, Executive is experienced in the management and development of Internet technology and is professionally qualified to perform such services for the Employer; and WHEREAS, Employer desires to retain the services of the Executive; and WHEREAS, Executive is desirous of obtaining employment with the Employer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable

Perfumania Com Inc – EMPLOYMENT AGREEMENT (July 28th, 1999)

1 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 2nd day of July, 1999, by and between perfumania.com, inc., a Florida corporation ("Employer") and Michael Amideo ("Executive"). W I T N E S S E T H: WHEREAS, Employer, is engaged in the business of operating an online store which specialized in selling perfumes and cosmetics on a discount basis; and WHEREAS, Executive is experienced in the management and operation of such business and is professionally qualified to perform such services for the Employer; and WHEREAS, Employer desires to retain the services of the Executive; and WHEREAS, Executive is desirous of obtaining employment with the Employer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein and other g