Taylor Madison Corp., a Florida corporation (the "COMPANY"), hereby certifies that, for value received, MIDTOWN PARTNERS & CO., LLC (the "HOLDER"), or its registered assigns, is the registered holder of a warrant (the "WARRANT") to subscribe for and...Taylor Madison Corp • June 24th, 2005 • Services-business services, nec • Florida
Exhibit 10.3 CONSULTING AGREEMENTConsulting Agreement • March 20th, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
a. Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be --------- exercised by the holder hereof, in whole or...Taylor Madison Corp • May 12th, 2005 • Services-business services, nec • Florida
THIS IS AN EMPLOYMENT AGREEMENT dated the 3rd day of January, 2005. -------------------------- effective the 3rd day ofJanuary, 2005 ("Effective Date"), by and between Telzuit ----------------------- ------- Technologies. LLC ("Company"), a Florida...Employment Agreement • March 20th, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
EXHIBIT 3.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 16th, 2001 • Take to Auction Com Inc • Services-business services, nec • Florida
EXHIBIT 16.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 24th, 2003 • Nimbus Group Inc • Services-business services, nec • Florida
LICENSE AGREEMENT BETWEEN SHARON LALLOUZ AND OMNISCENT CORP AND MOAR INTERNATIONAL INC.License Agreement • December 23rd, 2003 • Nimbus Group Inc • Services-business services, nec • Florida
a. Method of Exercise; Payment; Issuance of New Warrant. Subject to ------------------------------------------------------- Section 1 hereof, the purchase right represented by this Warrant may be ---------- exercised by the holder hereof, in whole or...Taylor Madison Corp • June 24th, 2005 • Services-business services, nec • Florida
ANDShare Exchange Agreement • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
b) Taylor Madison has authorized the issuance and delivery to Purchasers of Taylor Madison's Common Stock Class B warrants (the "Class B Warrants") for the purchase, in the aggregate, of up to 4,166,667 (calculated assuming completion of the 1 for 31...Securities Purchase Agreement • June 24th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
SERIES C/D] COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of TELZUIT MEDICAL TECHNOLOGIES, INC.Telzuit Medical Technologies, Inc. • May 31st, 2006 • Services-business services, nec
THIS [SERIES C/D] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.10 TAKE TO AUCTION.COM, INC. 1999 STOCK OPTION PLAN NON-STATUTORY STOCK OPTION AGREEMENT ------------------------- This agreement ("Agreement") by and between Take To Auction.Com, Inc., a Florida corporation (the "Company"), and...Agreement • February 29th, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 26, 2006 among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.2 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 24th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
RECITALSMaster Services Agreement • November 15th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SECURITY AGREEMENTSecurity Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of May , 2006 (this “Agreement”), among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 10% Senior Secured Debenture due May , 2009 in the original aggregate principal amount of $ (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
RECITALSNote and Warrant Purchase Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of May , 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”) and the Purchasers.
SECTION IPlacement Agent Agreement • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec • Florida
EXHIBIT 10.12 ------------- TAKE TO AUCTION.COM. INC. ------------------------- CONFIDENTIAL Mr. Albert Friedman President & Chief Executive Officer Take to Auction.com, Inc. 2335 N.W. 107th Ave. Ste. 2M 23 Miami, FL 33172 1. This letter sets forth...Take to Auction Com Inc • February 29th, 2000 • Services-business services, nec
EXHIBIT 10.1 EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
EXHIBIT 10.3 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement"), is effective as of this November 17, 2005 between: Telzuit Technologies, Inc. (the "Company") Attention: Don Sproat, CEO 5422 Carrier Drive, Suite 306 Orlando, Florida...Consulting Agreement • November 21st, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec • California
ASSIGNMENT OF GUND, INC. AGREEMENT THIS AGREEMENT (the "Agreement"), is dated as of November 1, 2004 by and between Taylor Madison Corp., a Florida Corporation (the "Company" or "TMDN") and Omniscent Corp., a Florida Corporation ("Omni"). WHEREAS,.... Agreement • November 8th, 2004 • Taylor Madison Corp • Services-business services, nec • Florida
Exhibit 10.1 AGREEMENT AND GENERAL RELEASE This Agreement entered in as of this 14th day of March, 2006 between the following "Parties:" Donald Sproat, an individual residing within the State of Florida ("Sproat"), Telzuit Medical Technologies, Inc.,...Agreement and General Release • March 20th, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2006 • Telzuit Medical Technologies, Inc. • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2006, among Telzuit Medical Technologies, Inc., a Florida corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
WITNESSETH:Lease • February 29th, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MAY , 2009Telzuit Medical Technologies, Inc. • May 31st, 2006 • Services-business services, nec • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Telzuit Medical Technologies, Inc., a Florida corporation, having its principal place of business at 5422 Carrier Drive, Suite 306, Orlando, Florida 32819 (the “Company”), designated as its 10% Senior Secured Convertible Debenture, due May , 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement"), by and among Nimbus Group, Inc., a Florida corporation ("Company") and Lucien Lallouz ("Employee"), is effective on the 1st Day of April, 2003. A G R E...Executive Employment Agreement • December 23rd, 2003 • Nimbus Group Inc • Services-business services, nec
CONVERSION OF DEBT TO EQUITY AGREEMENTEquity Agreement • November 8th, 2004 • Taylor Madison Corp • Services-business services, nec • Florida
Exhibit 10.02 FINANCIAL CONSULTING AGREEMENT BETWEEN MIDSOUTH CAPITAL BROKERS (MS) AND ------------------------------------------------------------------------ TELZUIT MEDICAL TECHNOLOGIES, INC (TELZUIT) ------------------------------------------- THE...Financial Consulting Agreement • November 15th, 2005 • Telzuit Medical Technologies, Inc. • Services-business services, nec
Arrange 8 meetings and 2 luncheons in Atlanta for broker and investor presentations. The luncheons will have a minimum of forty brokers. At least three follow on meetings with other brokerage firms, including one with the MidSouth Capital brokers.
FORM OF LOCKUP AGREEMENT May _____, 2000Form of Lockup Agreement • May 22nd, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to conflict of law principles.
EXHIBIT 10.03 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement"), by and among Take to Auction.com, Inc., a Florida corporation ("Company") and Jonathan Geller ("Employee"), is hereby entered into as of this 1st day...Executive Employment Agreement • February 29th, 2000 • Take to Auction Com Inc • Services-business services, nec
1 Exhibit (b) PERFUMANIA.COM, INC. E-COMMERCE SERVICES AGREEMENT This Agreement ("Agreement") is made and entered into as of this first (1st) day of October, 2000 ("Effective Date"), by and between TaketoAuction.com, Inc. ("TTA"), a Florida...E-Commerce Services Agreement • November 14th, 2000 • Take to Auction Com Inc • Services-business services, nec • Florida
IRREVOCABLE POWER OF ATTORNEY AND PROXY --------------------------------------- Reference is made to that certain Share Exchange Agreement (the "Share Exchange Agreement") of even date herewith by and among Telzuit Technologies, LLC ("Telzuit LLC"),...Power of Attorney And • May 12th, 2005 • Taylor Madison Corp • Services-business services, nec
Reference is made to that certain Share Exchange Agreement (the "Share Exchange Agreement") of even date herewith by and among Telzuit Technologies, LLC ("Telzuit LLC"), Telzuit Technologies, Inc. ("Telzuit Inc"), Michael J. Vosch, James P. Tolan, and Don Sproat, Taylor Madison Corp. ("Taylor Madison"), and each of the persons listed on Exhibit "A" attached thereto, pursuant to which Telzuit LLC is transferring to Taylor Madison all of the issued and outstanding capital stock of Telzuit Inc, in exchange for 2,207,723 shares of Series B Convertible Preferred Stock of Taylor Madison (the "Share Exchange"). After completion of the Share Exchange, Taylor Madison intends on effecting a 1 for 31 reverse stock split (the "Reverse Stock Split"). In order to allow Telzuit LLC to exercise voting control of Taylor Madison pending completion of the Reverse Stock Split, and as an inducement to Telzuit LLC to complete the Share Exchange prior to completion of the Reverse Stock Split, the undersigned
