Dicom Imaging Systems Inc Sample Contracts

Reality Wireless Networks Inc – INDEPENDENT AUDITORS' REPORT TO: THE PARTNERS OF: ARABIAN RECAB FOR TRADING CO. LTD. (A Saudi limited Liability Company) We have reviewed the accompanying balance sheet of ARABIAN RECAB FOR TRADING CO. LTD. (a Saudi limited liability company) as of September 30, 2005 and the related statements of income, changes in partners' equity and cash flows for the ninth months period then ended. These interim financial statements are the responsibility of the Company's management and were presented to us with all the information and explanations which we requested. Our review was accordance with the Int (December 22nd, 2005)
Reality Wireless Networks Inc – AMENDMENT NO. 4 TO CONSULTING SERVICES AGREEMENT THIS FOURTH AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated May 19, 2005 (the "Fourth Amendment"), is by and between Bradford van Siclen (the "Consultant"), and Reality Wireless Networks, Inc., a Nevada corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated December 3, 2004, a copy of which is attached hereto as Exhibit A (the "Agreement"), obligating the Consultant to provide certain consulting services to the Client. B. The Consultant and the Client entered into an Amendment N (May 27th, 2005)
Reality Wireless Networks Inc – AMENDMENT NO. 2 TO CONSULTING SERVICES AGREEMENT THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated February 17, 2005 (the "Second Amendment"), is by and between Bradford van Siclen (the "Consultant"), and Reality Wireless Networks, Inc., a Nevada corporation (the "Client"). RECITALS A. The Consultant and the Client entered into a Consulting Services Agreement dated December 3, 2004, a copy of which is attached hereto as Exhibit A (the "Agreement"), obligating the Consultant to provide certain consulting services to the Client. B. The Consultant and the Client entered into an Amendm (February 22nd, 2005)
Reality Wireless Networks Inc – NELANA HOLDINGS LTD. SUBSCRIPTION AGREEMENT To: Norman Saunders Nelana Holdings Ltd. Post Office Box 257 Town Centre Town Centre Building Providenciales Turks and Caicos Attention: Mr. Saunders 1. Subscription. Nelana Holdings Ltd., an entity duly formed and organized under the laws of the Turks and Caicos Islands (the "Purchaser"), hereby offers to purchase 5,102,041 shares of Series A Preferred Stock (the "Securities") of Reality Wireless Networks, Inc., a Nevada corporation (the "Company"), at a purchase price of One Hundred Thousand Dollars ($100,000.00) pursuant to that promissory Note at (August 27th, 2004)
Reality Wireless Networks Inc – CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF REALITY WIRELESS NETWORKS, INC. Pursuant to Section NRS 78.195 and NRS 78.1955 of the Nevada Revised Statues Reality Wireless Networks, Inc., a corporation organized and existing under the laws of the state of Nevada (the "Corporation"), hereby certifies that, pursuant to (i) the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, (ii) the provisions of Section NRS 78.195 and NRS 78.1955 of the Nevada Revised Statues, and (iii) the resolutions adopted by the Board of Director (August 27th, 2004)
Reality Wireless Networks Inc – PROMISSORY NOTE $100,000.00 August 23, 2004 ----------------------- Nelana Holdings, Ltd., an entity duly formed and organized under the laws of the Turks and Caicos Islands ("Maker") hereby promises to pay to the order of Reality Wireless Networks, Inc., a Nevada corporation ("Holder"), at 7235 North Creek Loop, Gig Harbor, WA 98335, the sum of One Hundred Thousand Dollars ($100,000) (the "Principal"), with interest at the rate of two percent (2%) per annum until paid, pursuant to the following schedule: 1. Maker promises to pay Ten Thousand Dollars ($10,000.00) to Holder on or before October (August 27th, 2004)
Reality Wireless Networks Inc – [SUNRISE SECURITIES CORP. LOGO] Member NASD/SiPC BRADFORD VAN SICLEN, MBA MANAGING DIRECTOR INVESTMENT BANKING TELEPHONE (212) 421-1616 FACSIMILE (212) 750 - 7277 Victor Romero President Reality Wireless Networks, Inc. Campbell, California 95008 FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT Dear Victor: This Agreement is made and entered into this 8th day of January 2004, between Sunrise Securities Corp. ("Sunrise") and Reality Wireless Networks, Inc. (together with all subsidiaries, affiliates, successors and other controlled units, either existing or formed subsequent to the execution (May 24th, 2004)
Reality Wireless Networks Inc – EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made by and between Reality Wireless Networks, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), and Moshe Vidal ("Executive"). RECITALS WHEREAS, the Company desires to hire Executive and Executive desires to become employed by the Company; and WHEREAS, the Company and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein; and NOW, THEREFORE, in consideration of the premises and the mut (May 24th, 2004)
Reality Wireless Networks Inc – EXHIBIT A-3a FIRST DEBENTURE C1 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 RULE 504 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $140,000 October 27, 2003 1% CONVERTIBLE DEBENTURE DUE OCTOBER 26, 2008 THIS DEBENTURE of Reality Wireless Networks., a Nevada corporation (the "Comp (May 24th, 2004)
Reality Wireless Networks Inc – AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT This Amendment No. 1 to the Convertible Debenture Purchase Agreement (the "Amendment") is made and entered into on this ___ day of April, 2004, by and between Orange Soda, Inc., a Delaware corporation (the "Company") and HEM Mutual Assurance LLC., a limited liability corporation organized under the laws of the State of Colorado (the "Purchaser"). RECITALS. A. The parties described above entered into Convertible Debenture Purchase Agreement on the 27th day of October, 2003, a copy of which is attached hereto and made a part hereof as E (May 24th, 2004)
Reality Wireless Networks Inc – EXHIBIT K-2A NOTE C1 $140,000.00 October 27, 2003 FOR VALUE RECEIVED, the undersigned, HEM Mutual Assurance LLC, a Colorado limited liability company ("Maker"), promises to pay to the order of Reality Wireless Networks, Inc., a Nevada corporation (the "Company"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note C1"), the principal sum of ONE HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($140,000.00) (the "Principal Sum"), which Principal Sum shall not accrue any interest, pursuant to the terms of this Note C1. This Note (May 24th, 2004)
Reality Wireless Networks Inc – i ARTICLE VI LEGAL FEES AND DEFAULT INTEREST RATE................................28 ARTICLE VII MISCELLANEOUS.......................................................29 7.1 Fees and Expenses...................................................29 7.2 Entire Agreement; Amendments........................................29 7.3 Notices.............................................................29 7.4 Amendments; Waivers.................................................30 7.5 Headings............................................................31 7.6 Successors and Assigns................................ (January 29th, 2004)
Reality Wireless Networks Inc – i ARTICLE VI LEGAL FEES AND DEFAULT INTEREST RATE................................28 ARTICLE VII MISCELLANEOUS.......................................................29 7.1 Fees and Expenses...................................................29 7.2 Entire Agreement; Amendments........................................29 7.3 Notices.............................................................29 7.4 Amendments; Waivers.................................................30 7.5 Headings............................................................31 7.6 Successors and Assigns................................ (December 29th, 2003)
Reality Wireless Networks Inc – Attached please Reality Networks Employee Manual. This manual will address areas of sick time, holidays, vacation time, Company policies and a wide range of other issues that you will questions about. You will also be expected to sign Reality Network's standard employment agreement, upon acceptance of this offer. 65 We look forward to your experience, professionalism and hope that together we will make Reality Networks into a truly successful, market leading company. Please sign and return this offer letter as your acceptance of the terms. WELCOME ABOARD! Agreed and Accepted: /s/ Victor Romero (July 10th, 2003)
Reality Wireless Networks Inc – If to the Donobi Shareholders: 9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. 20 9.6 Amendments and Waivers. 9.6.1 This Agreement may be amended and/or provisions of this Agreement may be waived only in writing signed by the party against which enforcement of the amendment or (June 6th, 2003)
Dicom Imaging Systems Inc – September 28, 2001 (October 4th, 2001)

This letter reflects in general our current understanding and of course, except as expressly set forth herein, is not intended to be a binding agreement between us. There shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, "handshakes," oral understandings, or courses of conduct (including reliance and changes of position). The purpose of this letter is to set forth those points upon which we have agreed in principle and to confirm our joint intentions with respect to the Transaction.

Dicom Imaging Systems Inc – AMENDMENT NO. 1 TO SOFTWARE PURCHASE AGREEMENT (August 15th, 2001)

This Amendment No. 1 (this "Amendment") to the Software Purchase Agreement dated July 3, 2001, (the "Agreement") by and between Dicom Imaging Systems, Inc., a Nevada corporation ("Buyer") and Torchmark Holdings Ltd., a Turks and Caicos Islands corporation ("Seller"), is made this 30th day of July, 2001 by and between Buyer and Seller (collectively, the "Parties").

Dicom Imaging Systems Inc – SOFTWARE PURCHASE AGREEMENT (July 24th, 2001)

This Software Purchase Agreement (the "Agreement") is entered into as of this 3rd day of July, 2001, by and between Torchmark Holdings Ltd., a Turks and Caicos Islands corporation (the "Seller"), and Dicom Imaging Systems, Inc., a Nevada corporation (the "Buyer"). The Buyer and the Seller are referred to herein individually as a "Party" and collectively as the "Parties."

Dicom Imaging Systems Inc – CONVERTIBLE LOAN AGREEMENT (July 24th, 2001)

TORCHMARK HOLDINGS LTD, a company incorporated under the laws of the Turks & Caicos Islands, and having its offices at Caribbean Place, Providenciales, Turks & Caicos Islands. ["the Lender"]

Dicom Imaging Systems Inc – SECURITY AGREEMENT (July 24th, 2001)

THIS SECURITY AGREEMENT dated July 3, 2001, made by and between Dicom Imaging Systems, Inc., a Nevada corporation, and/or any controlled subsidiary corporation (all of which shall be described as "Grantor" herein) and Torchmark Holdings Ltd, a Turks & Caicos Islands corporation (the "Secured Party").

Dicom Imaging Systems Inc – CONVERTIBLE LOAN AGREEMENT (May 17th, 2001)

TORCHMARK HOLDINGS LTD, a company incorporated under the laws of the Turks & Caicos Islands, and having its offices at Caribbean Place, Providenciales, Turks & Caicos Islands. ["the Lender"]

Dicom Imaging Systems Inc – Promissory Note Dated November 7, 2000 (May 17th, 2001)

All certificates evidencing the Lender's interests in the Note and underlying Shares shall bear the following legend, to which this Agreement is also subject: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT";

Dicom Imaging Systems Inc – CONVERTIBLE LOAN AGREEMENT (May 17th, 2001)

TORCHMARK HOLDINGS LTD, a company incorporated under the laws of the Turks & Caicos Islands, and having its offices at Caribbean Place, Providenciales, Turks & Caicos Islands. ["the Lender"]

Dicom Imaging Systems Inc – CONVERTIBLE LOAN AGREEMENT (May 17th, 2001)

TORCHMARK HOLDINGS LTD, a company incorporated under the laws of the Turks & Caicos Islands, and having its offices at Caribbean Place, Providenciales, Turks & Caicos Islands. ["the Lender"]

Dicom Imaging Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 17th, 2001)

This Executive Employment Agreement ("Agreement") is made and effective this November 22, 2000, by and between Dicom Imaging Systems Inc. ("Company") and Paul Fernandez ("Executive"). Now, therefore, the parties hereto agree as follows:

Dicom Imaging Systems Inc – SOFTWARE LICENSE AGREEMENT (January 25th, 2000)
Dicom Imaging Systems Inc – SOFTWARE LICENSE AGREEMENT (November 9th, 1999)
Dicom Imaging Systems Inc – ORDER FULFILLMENT AND CUSTOMER SUPPORT AGREEMENT (June 15th, 1999)