Inventa Technologies Inc Sample Contracts

Inventa Technologies Inc – RE: Stock Option Agreement (August 15th, 2000)

Exhibit 10.42 [LETTERHEAD OF INVENTA] June 15, 2000 ZOOM Marketing Corporation 655 High Street Palo Alto, CA 94301 ATTN: Nick Copping, CEO RE: Stock Option Agreement Dear Nick, This letter follows your telephone contact with Ashok Santhanam on May 22, 2000 and will confirm our mutual understanding of the stock option arrangement included in Section 3.1 of the Services Agreement dated as of October 31, 1999 between Inventa Corporation and ZOOM Marketing Corporation (the "Services Agreement"). First you should know that Inventa Corporation has reincorporated in Delaware as Inventa Technologies, Inc. Inventa Technologies, Inc., a Delaware corporation, is the direct successor in interest by merger and assignment and assumption to Inventa Corporation, so all future transactions will be in the name of Inventa Technologies. To clarify and supercede

Inventa Technologies Inc – STOCK PURCHASE WARRANT (August 15th, 2000)

Exhibit 10.41 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. INVENTA TECHNOLOGIES, INC. STOCK PURCHASE WARRANT THIS CERTIFIES that GE Medical Systems, a division of General Electric Company, a New York corporation (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set

Inventa Technologies Inc – SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (April 21st, 2000)

EXHIBIT 10.40 INVENTA CORPORATION ______________________________ SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ______________________________ May 28, 1999 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series C Preferred Stock.......................................................... 1 1.1 Sale and Issuance of Series C Preferred Stock..................................................

Inventa Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (April 21st, 2000)

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENTA TECHNOLOGIES, INC. Inventa Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the corporation is Inventa Technologies, Inc. The corporation was originally incorporated under the same name, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2000. B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of the corporation. C. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as

Inventa Technologies Inc – UNDERWRITING AGREEMENT (April 21st, 2000)

EXHIBIT 1.1 3,500,000 Shares INVENTA TECHNOLOGIES, INC. Common Stock, par value $.001 per share UNDERWRITING AGREEMENT ---------------------- April __, 2000 Lehman Brothers Inc. First Union Securities, Inc. Friedman, Billings, Ramsey& Co. As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Inventa Technologies, Inc., a Delaware corporation (the "Company"), proposes to sell 3,500,000 shares (the "Firm Stock") of the Company's common stock, par value $.001 per share (the "Common Stock"). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the "Underwriters") an op

Inventa Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 24th, 2000)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENTA TECHNOLOGIES, INC. Inventa Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the corporation is Inventa Technologies, Inc. The corporation was originally incorporated under the same name, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2000. B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of the corporation. C. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as

Inventa Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 24th, 2000)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENTA TECHNOLOGIES, INC. I. The name of this corporation is Inventa Technologies, Inc. (the "Corporation"). II. The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company. III. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. IV. This Corporation is authorized to

Inventa Technologies Inc – NONCOMPETITION AGREEMENT (March 24th, 2000)

EXHIBIT 10.40 NONCOMPETITION AGREEMENT ------------------------ This NONCOMPETITION AGREEMENT (the "Agreement"), dated the [_____] day of [____________, 2000] (the "Effective Date") is made by and between Inventa Corporation, a California corporation ("Inventa"), XTend-Tech, Inc., a Delaware Corporation ("XTend") and ____________ (the "Employee"). BACKGROUND ---------- This Agreement is entered into in connection with and is a condition to the Agreement dated as of January __, 2000 (the "Agreement") between Inventa Corporation and XTend, pursuant to which Inventa has acquired all outstanding shares of XTend including all shares held by Employee on the date hereof ("the Acquisition"). Employee is a stockholder and key employee of XTend and has been actively involved in the devel

Inventa Technologies Inc – SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (March 24th, 2000)

EXHIBIT 10.3 INVENTA CORPORATION ______________________________ SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ______________________________ May 11, 1998 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series C Preferred Stock.......................... 1 1.1 Sale and Issuance of Series C Preferred Stock..................... 1 1.2 Closing Date; Delivery............................................ 1 2. Representations and Warranties of the Company.......................... 1 2.1 Organizat

Inventa Technologies Inc – 2000 STOCK PLAN (March 24th, 2000)

EXHIBIT 10.9 INVENTA TECHNOLOGIES, INC. 2000 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2000 Stock Plan are: -------------------- . to attract and retain the best available personnel for positions of substantial responsibility, . to provide additional incentive to Employees, Directors and Consultants, and . to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan, in accord

Inventa Technologies Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 24th, 2000)

EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (the "Agreement"), dated as of January 26, 2000 is entered into by and among Inventa Corporation, a California corporation (the "Company") and the holders of the Company's Series A Preferred Stock listed on Exhibit A attached hereto (collectively, the "Series A --------- Holders"), the holders of the Company's Series B Preferred Stock listed on Exhibit B attached hereto (collectively, the "Series B Holders"), the holders of --------- the Company's Series C Preferred Stock listed on Exhibit C attached hereto --------- (collectively, the "Series C Holders") the holders of the Company's Series D Preferred Stock listed on Exhibit D attached hereto (collectively, the "Series D ------

Inventa Technologies Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (March 24th, 2000)

EXHIBIT 10.10 INVENTA TECHNOLOGIES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2000 Employee Stock Purchase Plan of Inventa Technologies, Inc.. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a) "Board" shall mean the Board of Directors of the Compa

Inventa Technologies Inc – SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (March 24th, 2000)

EXHIBIT 10.2 INVENTA CORPORATION ____________________________ SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ____________________________ February 14, 1997 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series B Preferred Stock.................... 1 1.1 Sale and Issuance of Series B Preferred Stock.............. 1 1.2 Closing Date; Delivery..................................... 1 2. Representations and Warranties of the Company.................... 1 2.1 Organization, Good Standing and Qualification........

Inventa Technologies Inc – STOCK RESTRICTION AGREEMENT (March 24th, 2000)

EXHIBIT 10.39 INVENTA CORPORATION STOCK RESTRICTION AGREEMENT This Stock Restriction Agreement (the "Agreement") is entered into as of January __, 2000, (the "Effective Date") by and between Inventa Corporation, a California Corporation (the "Company"), and ________________________ the "Shareholder" as recipient of shares of Common Stock of the Company (the "Shares"). WHEREAS, the Company is acquiring all outstanding shares of XTend-Tech, Inc. ("XTend"), including those shares held by the Shareholder, and WHEREAS, the Company desires that certain restrictions apply to the Shares, and the Shareholder is willing to accept restrictions on the Shares according to the terms and conditions contained herein in consideration of his continued employment and the Company's acquisition of all the Common Stock of XTend (the "Acquisition") and the agreement

Inventa Technologies Inc – PRIVATE PLACEMENT AGREEMENT (March 24th, 2000)

Exhibit 10.38 INVENTA CORPORATION PRIVATE PLACEMENT AGREEMENT This Agreement is made as of January 28, 2000, among Inventa Corporation (the "Company") and the entities listed on Schedule A hereto (individually, a "Purchaser" and, collectively, the "Purchasers"). Reference is made to the letter agreement (the "Letter Agreement") dated as of January 14, 2000, among the Company and the Purchasers. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Letter Agreement. 1. Sale of Shares. The Company shall issue and sell to each Purchaser listed on Schedule A, and each Purchaser shall purchase, the number of shares of the Company's unregistered common stock (the "Shares") having the aggregate purchase price set forth opposite such Purchaser's name on Schedule A, which number represents such Purchase

Inventa Technologies Inc – AGREEMENT AND PLAN OF REORGANIZATION (March 24th, 2000)

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AMONG INVENTA CORPORATION, XTEND-TECH, INC. AND THE SHAREHOLDERS OF XTEND-TECH, INC. January 26, 2000 TABLE OF CONTENTS Page 1. Plan of Reorganization.................................................... 1 (a) Exchange of Shares............................................... 1 (b) The Closing...................................................... 1 (c) Deliveries at the Closing........................................ 2

Inventa Technologies Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (March 24th, 2000)

EXHIBIT 10.1 INVENTA CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT ------------------------------------------- July 8, 1994 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series A Preferred Stock .......... 1 1.1 Sale and Issuance of Common Stock .............. 1 1.2 Closing ........................................ 1 1.3 Warrants ....................................... 1 2. Representations and Warranties of the Company .......... 1 2.1 Organization, Good Standing and Qualification .. 2 2.2 Capitalization ......

Inventa Technologies Inc – POWER OF ATTORNEY (March 24th, 2000)

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David A. Lavanty and Ashok Santhanam, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every

Inventa Technologies Inc – STOCK PURCHASE AGREEMENT (March 24th, 2000)

EXHIBIT 10.4 INVENTA CORPORATION ______________________________ SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ______________________________ January 19, 2000 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series D Preferred Stock........................... 1 1.1 Sale and Issuance of Series D Preferred Stock...................... 1 1.2 Closing Date; Delivery............................................. 1 2. Representations and Warranties of the Company......

Inventa Technologies Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 13th, 2000)

EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (the "Agreement"), dated as of January 26, 2000 is entered into by and among Inventa Corporation, a California corporation (the "Company") and the holders of the Company's Series A Preferred Stock listed on Exhibit A attached hereto (collectively, the "Series A --------- Holders"), the holders of the Company's Series B Preferred Stock listed on Exhibit B attached hereto (collectively, the "Series B Holders"), the holders of --------- the Company's Series C Preferred Stock listed on Exhibit C attached hereto --------- (collectively, the "Series C Holders") the holders of the Company's Series D Preferred Stock listed on Exhibit D attached hereto (collectively, the "Series D ------

Inventa Technologies Inc – LEASE (March 13th, 2000)

EXHIBIT 10.31 SHOREBREEZE ASSOCIATES, LLC AND INVENTA CORPORATION LEASE SUMMARY OF LEASE ---------------- 1. DATE OF LEASE: 2. LANDLORD: Shorebreeze Associates, LLC 3. TENANT: Inventa Corporation, a California corporation 4. PREMISES: 255 Shoreline Drive, Suites 103, 200 and 300 Redwood City, California 5. SQUARE FEET: 43,693 square feet 6. PERMITTED USE: 7. TERM: (a) SCHEDULED COMMENCEMENT DATE (b) SCHEDULED EXPIRATION DATE: 8. RENT SCHEDULE: See paragraph 3 9. SECURITY DEPOSIT: $2

Inventa Technologies Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (February 22nd, 2000)

EXHIBIT 4.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (the "Agreement"), dated as of January 26, 2000 is entered into by and among Inventa Corporation, a California corporation (the "Company") and the holders of the Company's Series A Preferred Stock listed on Exhibit A attached hereto (collectively, the "Series A --------- Holders"), the holders of the Company's Series B Preferred Stock listed on Exhibit B attached hereto (collectively, the "Series B Holders"), the holders of --------- the Company's Series C Preferred Stock listed on Exhibit C attached hereto --------- (collectively, the "Series C Holders") the holders of the Company's Series D Preferred Stock listed on Exhibit D attached hereto (collectively, the "Series D ------

Inventa Technologies Inc – SEVERANCE AGREEMENT (February 22nd, 2000)

EXHIBIT 10.26 SEVERANCE AGREEMENT ------------------- This Severance Agreement (the "Agreement") is made and entered into effective as of July 14, 1999, by and between Elizabeth Campbell (the "Employee") and Inventa Corporation, a California corporation (the "Company"). RECITALS A. The Company may from time to time need to address the possibility of an acquisition transaction or change of control event. The Board of Directors of the Company (the "Board") recognizes that such events can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibili

Inventa Technologies Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 22nd, 2000)

EXHIBIT 10.11 -------------------------------------------------------------------------------- AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT INVENTA CORPORATION -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- 1 ACCOUNTING AND OTHER TERMS.................................................................. 4 -------------------------- 2 LOAN AND TERMS OF PAYMENT................................................................... 4 ------------------------- 2.1 Credit Extensions....................

Inventa Technologies Inc – SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (February 22nd, 2000)

EXHIBIT 10.3 INVENTA CORPORATION ______________________________ SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ______________________________ May 11, 1998 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series C Preferred Stock.......................... 1 1.1 Sale and Issuance of Series C Preferred Stock..................... 1 1.2 Closing Date; Delivery............................................ 1 2. Representations and Warranties of the Company.......................... 1 2.1 Organizat

Inventa Technologies Inc – STOCK PURCHASE AGREEMENT (February 22nd, 2000)

EXHIBIT 10.4 INVENTA CORPORATION ______________________________ SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ______________________________ January 19, 2000 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series D Preferred Stock........................... 1 1.1 Sale and Issuance of Series D Preferred Stock...................... 1 1.2 Closing Date; Delivery............................................. 1 2. Representations and Warranties of the Company......

Inventa Technologies Inc – Stock Option Agreement (February 22nd, 2000)

EXHIBIT 10.8 IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Stock Option Agreement ---------------------- Inventa Corporation, a California Corporation (the "Company"), hereby grants to ________________ (the "Optionee") an Option to purchase a tota

Inventa Technologies Inc – EMPLOYMENT AND NONCOMPETITION AGREEMENT (February 22nd, 2000)

EXHIBIT 10.14 INVENTA CORPORATION EMPLOYMENT AND NONCOMPETITION AGREEMENT This Employment and Noncompetition Agreement (the "Agreement") is made by and between Inventa Corporation, a California corporation (the "Company") and Ashok K. Santhanam ("Executive") as of May 11, 1998. RECITALS A. The Company desires to have Executive's active services as President and Chairman of the Board of the Company for the period set forth in this Agreement. B. The Company and the Executive are parties to a Severance Agreement dated January ___, (the "Severance Agreement"). C. The Company and Executive desire to enter into this Agreement on the terms and conditions set forth in this Agreement and that this Agreement supersede the Severance Agreement in its entirety so that the Severance Agreement shall be null and vo

Inventa Technologies Inc – INVENTION ASSIGNMENT AGREEMENT (February 22nd, 2000)

EXHIBIT 10.13 INVENTA CORPORATION EMPLOYMENT, CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my employment with Inventa Corporation, its subsidiaries, affiliates, successors or assigns (the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: (a) At-Will Employment. I understand and acknowledge that my ------------------ employment with the Company is for an unspecified duration and constitutes "at-will" employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice. (b) Confidential Information.

Inventa Technologies Inc – 1993 STOCK OPTION PLAN (February 22nd, 2000)

EXHIBIT 10.7 INVENTA CORPORATION 1993 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Stock Option Plan are to -------------------- attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. 2. Certain Definitions. As used herein, the following definitions shall ------------------- apply:

Inventa Technologies Inc – SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (February 22nd, 2000)

EXHIBIT 10.2 INVENTA CORPORATION ____________________________ SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ____________________________ February 14, 1997 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series B Preferred Stock.................... 1 1.1 Sale and Issuance of Series B Preferred Stock.............. 1 1.2 Closing Date; Delivery..................................... 1 2. Representations and Warranties of the Company.................... 1 2.1 Organization, Good Standing and Qualification........

Inventa Technologies Inc – AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (February 22nd, 2000)

EXHIBIT 10.5 INVENTA CORPORATION _____________________ AMENDED AND RESTATED SHAREHOLDERS AGREEMENT _____________________ January 19, 2000 TABLE OF CONTENTS Page ---- ARTICLE I Right of First Refusal on Shareholder Transfer........................... 2 1.1 Company Right............................................................ 2 1.2 Preferred Holders' Right................................................. 2 1.3 Failure to Exercise Rights.........................................

Inventa Technologies Inc – Loan and Security Agreement (February 22nd, 2000)

EXHIBIT 10.12 greyrock capital A Bank of America Company Loan and Security Agreement Borrower: Inventa Corporation Address: 255 Shoreline Drive, 2nd Floor Redwood Shores, California 94065 Date: November 17, 1999 This Loan and Security Agreement is entered into on the above date between GREYROCK CAPITAL, a Division of Banc of America Commercial Finance Corporation (Greyrock), whose address is 10880 Wilshire Blvd. Suite 1850, Los Angeles, CA 90024 and the borrower named above (Borrower), whose chief executive office is located at the above address (Borrower's Address). The Schedule to this Agreement (the Schedule) being signed concurrently is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) 1. LOANS. 1.1 Loans. Greyrock will make loans to Borrower (the Loans), in amounts determined

Inventa Technologies Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (February 22nd, 2000)

EXHIBIT 10.1 INVENTA CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT ------------------------------------------- July 8, 1994 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Series A Preferred Stock .......... 1 1.1 Sale and Issuance of Common Stock .............. 1 1.2 Closing ........................................ 1 1.3 Warrants ....................................... 1 2. Representations and Warranties of the Company .......... 1 2.1 Organization, Good Standing and Qualification .. 2 2.2 Capitalization ......

Inventa Technologies Inc – SEVERANCE AGREEMENT (January 31st, 2000)

EXHIBIT 10.16 SEVERANCE AGREEMENT ------------------- This Severance Agreement (the "Agreement") is made and entered into effective as of January 10, 1998, by and between Ashok Santhanam (the "Employee") and Inventa Corporation, a California corporation (the "Company"). R E C I T A L S A. The Company may from time to time need to address the possibility of an acquisition transaction or change of control event. The Board of Directors of the Company (the "Board") recognizes that such events can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the pos