October 28, 2003 Ms. Susan Eisner 4 Kanes Lane Huntington Bay, New York 11743 Dear Ms. Eisner, This letter sets forth the agreement regarding your employment (the "Agreement") with Genio Group, Inc. (the "Company"), a Delaware corporation that is a...Genio Group Inc • January 13th, 2004 • Trucking & courier services (no air)
GUARANTYNational Management Consultants Inc • March 5th, 2003 • Trucking & courier services (no air)
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...Genio Group Inc • February 17th, 2005 • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 15, 2004, among Genio Group, Inc., a Delaware corporation (the "Company"), and the purchasers' signatory hereto (each...Registration Rights Agreement • July 29th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
PLEDGE AGREEMENT AGREEMENT made as of April 30, 2003, among HUMANA TRANS SERVICES HOLDING CORP., a Delaware corporation whose principal address is 337 Glengarry Lane, State College, Pennsylvania 16801 or any subsidiary or affiliate or successor or...Pledge Agreement • May 13th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
STOCK PURCHASE AGREEMENT Dated: April 30, 2003 National Management Consulting Inc., the Sole Shareholder of Humana Trans Services Group, Ltd., a New York corporationStock Purchase Agreement • May 13th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
EXHIBIT 4.3 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...Securities Purchase Agreement • July 29th, 2004 • Genio Group Inc • Trucking & courier services (no air)
EXHIBIT 10.2 SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is dated as of this 10th day of July, 2003 between HUMANA TRANS SERVICES HOLDING CORP. (the "Company"), a Delaware corporation located at 7466 New Ridge Road, Suite 7,...Settlement Agreement • July 14th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
EXHIBIT D 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...Genio Group Inc • January 13th, 2004 • Trucking & courier services (no air)
Exhibit 10.1 AGREEMENT, dated as of the 29th day of October, 2001, between UNIVERSAL MEDIA HOLDINGS, INC., a Delaware Corporation, with principal offices at 545 Madison Avenue, 6th Floor, New York, New York (hereinafter referred to as the "Company")...Agreement • December 5th, 2001 • Universal Media Holdings Inc • Non-operating establishments • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
WITNESSETHEscrow Agreement • January 13th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
Advisory Agreement Between Merchant Capital Corp. & Universal Media Holdings, Inc.Advisory Agreement • February 5th, 2002 • Universal Media Holdings Inc • Non-operating establishments • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, effective as of July 21, 2003 between NATIONAL MANAGEMENT CONSULTING, INC., a Delaware corporation, having a place of business at 545 Madison Avenue, 6th floor, New York, New York 10019 ("Employer"), and...Employment Agreement • August 20th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
RECITALSLoan and Security Agreement • May 17th, 2004 • Genio Group Inc • Trucking & courier services (no air)
RECITALSIndemnity Agreement • June 30th, 2000 • Universal Media Holdings Inc • Non-operating establishments • Delaware
Exhibit 10.4 DISTRIBUTION AGREEMENT This Distribution Agreement made as of the 30th day of September between Genio Inc., a New York corporation with principal offices located at 1120 Avenue of the Americas, Suite 4020, New York, New York 10036...Distribution Agreement • May 17th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, effective as of July 21, 2003 between NATIONAL MANAGEMENT CONSULTING, INC., a Delaware corporation, having a place of business at 545 Madison Avenue, 6th floor, New York, New York 10019 ("Employer"), and SHAI...Employment Agreement • August 20th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
EXHIBIT 4.2 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...Genio Group Inc • July 29th, 2004 • Trucking & courier services (no air) • New York
EXHIBIT C 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...Genio Group Inc • January 13th, 2004 • Trucking & courier services (no air)
ANNEX IV TO COMMON STOCK AND WARRANT PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July___________, 2003 (this "Agreement"), is made among NATIONAL MANAGEMENT CONSULTING, INC., a Delaware corporation,...Registration Rights Agreement • January 13th, 2004 • Genio Group Inc • Trucking & courier services (no air)
Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November __, 2003, among Genio Group, Inc., a Delaware corporation (the "Company"), and the purchasers' signatory hereto...Registration Rights Agreement • January 13th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
FORM OF WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE...Genio Group Inc • January 13th, 2004 • Trucking & courier services (no air)
W I T N E S S E T H:Agreement of Sale • January 17th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
EXHIBIT 3.2 AGREEMENT OF MERGER OF TYCONDA MINERALS CORPORATION (NEVADA) WITH AND INTO TYCONDA MINERALS (DELAWARE) AGREEMENT OF MERGER AGREEMENT OF MERGER dated as of December 30, 1969 between TYCONDA MINERALS CORPORATION, a Nevada corporation...Agreement of Merger • April 28th, 2000 • Universal Media Holdings Inc • Non-operating establishments
Exhibit 10.2 LICENSE AGREEMENT This License Agreement (the "Agreement"), when executed by both parties, is effective as of the 27th day of March 2003, by and between Marvel Enterprises Inc., a Delaware corporation with offices at 10 East 40th Street,...License Agreement • May 17th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
Exhibit 10.9 WARRANT TO PURCHASE STOCK THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF...Genio Group Inc • May 17th, 2004 • Trucking & courier services (no air) • California
AGREEMENTAgreement and Plan of Reorganization • April 14th, 2000 • Universal Media Holdings Inc • Non-operating establishments
Exhibit 10.1 FULFILLMENT SERVICES AGREEMENT THIS FULFILLMENT SERVICES AGREEMENT (this "Agreement") is made as of June 4, 2003, by and between .com Distribution Corp., a Delaware corporation with offices located at 300 Nixon Lane, Edison, New Jersey...Fulfillment Services Agreement • May 17th, 2004 • Genio Group Inc • Trucking & courier services (no air) • New York
March 3, 2003 Sommer & Schneider LLP 595 Stewart Avenue, Suite 710 Garden City, NY 11530 Gentleman: As compensation for legal consulting services rendered and to be rendered by you from time to time, we confirm our agreement to issue to you an...National Management Consultants Inc • March 5th, 2003 • Trucking & courier services (no air)
DEBT SATISFACTION AGREEMENT This Debt Satisfaction Agreement made to be effective as of the 30 day of June, 2003 between National Management Consulting, Inc., a Delaware corporation (the "Company") having a principal place of business at 1120 Avenue...Debt Satisfaction Agreement • August 20th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 1st day of November 2002, between HUMANA TRANS SERVICES GROUP, LTD., a Delaware Corporation, with principal offices at 150 Broadhollow Road Suite 103, Melville, New York 11747 (hereinafter...Employment Agreement • January 17th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
EXHIBIT 10.3 AMENDMENT TO LICENSE AGREEMENT This amendment to the Agreement ("Amendment") when executed by both parties, is effective as of the 25" day of September, 2003, by and between Genio Group Inc. ("Licensee") and Marvel Characters, Inc. and...License Agreement • May 17th, 2004 • Genio Group Inc • Trucking & courier services (no air)
EXHIBIT 4.1 CONSULTING AGREEMENT, dated the day of February, 2003, by and between National Management Consulting, Inc., a Delaware corporation having executive offices at 150 Broad Hollow Road, Melville, New York (the "Company"), and , an individual,...Consulting Agreement • March 5th, 2003 • National Management Consultants Inc • Trucking & courier services (no air) • New York
Exhibit 4.2 AMENDMENT OF MEDIA BUYING AGREEMENT This Amendment of Media Buying Agreement made as of the 18th day of November, 2003 between Genio Group, Inc., a Delaware corporation, with headquarters located at 1120 Avenue of the Americas, Suite 4020,...Buying Agreement • November 20th, 2003 • Genio Group Inc • Trucking & courier services (no air)
