EXHIBIT 99.1 OPERATING AGREEMENT dated July 21, 2005 of ALLIANCE AGE LLC, a limited liability company to be formed in Delaware (the "Company"), and its two members: ALLIANCE DISTRIBUTORS HOLDING INC. ("Alliance"), a Delaware corporation, and AGE INC....Operating Agreement • August 15th, 2005 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec • New York
BETWEEN ESSENTIAL REALITY, INC. ANDSubscription Agreement • July 14th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
AMENDMENT TO AMENDED CONTRIBUTION AGREEMENTContribution Agreement • July 3rd, 2002 • Essential Reality Inc • Services-business services, nec • New York
GRAPHIC OMITTED] March 10, 2003 Essential Reality, Inc. 49 West 27th Street, Suite 7 East New York, New York 10001 Attention: Humbert B. Powell, III Chairman Re: Investment Banking/Advisory Agreement ("AGREEMENT") Gentlemen: We are pleased to set...Essential Reality Inc • June 29th, 2004 • Computer peripheral equipment, nec • California
ARTICLE IShare Exchange Agreement • July 14th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec
EXHIBIT 10.01 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") dated as of the 3rd day of October 2006, is entered into by and between Alliance Distributors Holdings Inc., a Delaware corporation (the "Company) and Stephen Agress (the...Employment Agreement • October 6th, 2006 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AGREEMENT dated January 2, 2006 by and among EMERICH GOLDSTEIN ("Sam"), BENJAMIN GOLDSTEIN ("Benjamin"), ADINA GOLDSTEIN ("Adina"), DAVID GOLDSTEIN ("David"), and STEPHANIE GOLDSTEIN ("Stephanie"; Sam, Benjamin,...Employment Agreement • January 10th, 2006 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec • New York
AGREEMENTAgreement • August 17th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec
CONSULTING AGREEMENT BETWEEN IVC Group AND ESSENTIAL REALITY, INC. This Consulting Agreement (the "Agreement") is made as of the [ ] day of June 2004 by and between Essential Reality, Inc. (the "Company") and IVC Group, a Cayman Island corporation,...Consulting Agreement • August 17th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
WARRANTRegistration Rights Agreement • November 16th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
RECITALSRegistration Rights Agreement • November 16th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
Exhibit 10.7 [SUNRISE SECURITIES CORP. LOGO] MEMBER NASD/SIPC DR. AMNON MANDELBAUM MANAGING DIRECTOR INVESTMENT BANKING TELEPHONE (212) 421-1616 FACSIMILE (212) 750-7277 Mr. Humbert B. Powell, Chairman Essential Reality, Inc. 263 Horton Highway...Investment Banking Agreement • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
Exhibit 10.5 CLIENT AGREEMENT BusinessDevelopment.com, LLC 253 West 28th Street, 2nd Floor New York, New York 10001 As of December 13, 2000 David Devor, Chief Operating Officer Essential Reality, LLC 253 West 28th Street, Second Floor New York, NY...Client Agreement • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
EXECUTION COPY ESSENTIAL REALITY, LLC CONSULTING/ADVISOR AGREEMENT This Consulting Agreement ("Agreement") is made as of February 1, 2001 ("Effective Date"), by and between Abrams Gentile Entertainment, Inc. ("Consultant") a __________ corporation,...Advisor Agreement • June 27th, 2003 • Essential Reality Inc • Computer peripheral equipment, nec • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June [ ], 2004, by and among Essential Reality, Inc. a Nevada corporation (the "COMPANY"), and the investors listed on the Schedule of Investors attached...Registration Rights Agreement • July 14th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
Exhibit 10.1 COMMERCIAL LEASE 1. PARTIES. This Lease, dated the 13th day of June, 2006, is made by and between SAND BAR PROPERTIES, LLC, a Florida Limited Liability Company, (herein called the "Lessor") and ALLIANCE DISTRIBUTORS HOLDING INC., a...Commercial Lease • June 15th, 2006 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec • Florida
SUNRISE SECURITIES CORP. DR. AMNON MANDELBAUM MANAGING DIRECTOR INVESTMENT BANKING TELEPHONE (212) 421-1616 FACSIMILE (212) 750-7277 Mr. Humbert B. Powell, Chairman Essential Reality, Inc. 263 Horton Highway Mineola, NY 11501 INVESTMENT BANKING...Banking Agreement • July 14th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
Exhibit 10.3 [GRAPHIC OMITTED] As of July 1, 2001 VR Yad Development Group, Ltd. 504-200 Robert Speck Parkway Mississauga, ON L4Z 1S3 Att: Mr. Avanindra Utukuri, CEO Re: Development Agreement ("Agreement") by and between Essential Reality, LLC...Graphic Omitted • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
VTECH LOGO MANUFACTURING AGREEMENTVtech Logo Manufacturing Agreement • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
Exhibit 10.1 ROSENTHAL & ROSENTHAL, INC. Financing Agreement AGREEMENT dated November 11, 2004 between ALLIANCE DISTRIBUTORS HOLDING, INC. ("Borrower"), a corporation duly organized and presently existing in good standing under the laws of the State...Financing Agreement • November 16th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
EXHIBIT 2Form of Agreement and Plan of Merger • November 23rd, 2004 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
Exhibit 10.1 February 5, 2004 Humbert B. Powell III, Chairman Essential Reality, Inc. 263 Horton Hghy. Mineola, NY 11501 RE: PROPOSED REORGANIZATION Dear Mr. Powell: This letter agreement serves as the agreement between Essential Reality, Inc. (the...Letter Agreement • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec
This letter agreement serves as the agreement between Essential Reality, Inc. (the "Company") and Jackson Steinem, Inc. ("JSI") regarding compensation for non-legal services provided by JSI to the Company, including but not limited to services in connection with the Company's proposed reorganization transaction (the "Reorganization"). For JSI's services to the Reorganization, the Company shall duly issue and deliver, or cause to deliver as soon as practicable after the closing of the private placement offering contemplated by the Company, to JSI 30,000 shares of the Company's common stock at a value of $.14 per share.
Exhibit 10.2 February 5, 2004 Humbert B. Powell III, Chairman Essential Reality, Inc. 263 Horton Hghy. Mineola, NY 11501 RE: RETAINER AGREEMENT Dear Chairman Powell: This letter confirms that Gottbetter & Partners, LLP ("G&P") will represent Essential...Essential Reality Inc • June 29th, 2004 • Computer peripheral equipment, nec • New York
AGREEMENT AND GENERAL RELEASE AND WAIVERAgreement and General Release and Waiver • August 3rd, 2007 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
ANDRE MULLER, residing at 16 Hunting Hollow Ct., Dix Hills, NY 11746 (the “Employee”) and ALLIANCE DISTRIBUTORS HOLDING, INC., a Delaware corporation with an office at 1160 Commerce Avenue, Bronx NY 10462 (the “Company” or “Alliance”), on behalf of itself and its officers, directors, shareholders, employees, agents and parent, affiliates, predecessor, successor, subsidiary, and other related companies, and each of them jointly and severally (hereinafter singularly and collectively referred to as the “Company”), hereby enter into the following Agreement and General Release and Waiver (the “Agreement”), concerning the Employee’s resignation from the Company.
Exhibit 10.11 Rosenthal & Rosenthal, Inc. 1370 Broadway New York, NY 10018 March 21,2006 Alliance Distributors Holding, Inc. 15-15 132nd Street College Point NY 11356 Ladies and Gentlemen: We refer to the Amended and Restated Financing Agreement...Financing Agreement • March 22nd, 2006 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
RIDER TO LEASE BETWEEN AND ALLIANCE DISTRIBUTORS HOLDING INC., AS TENANT DATED _________________, 200_Alliance Distributors Holding Inc. • January 10th, 2006 • Computer peripheral equipment, nec
ARTICLE I.Advisor Agreement • June 29th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec • New York
November 11, 2004 ROSENTHAL & ROSENTHAL, INC. 1370 BROADWAY NEW YORK, NY 10018 In order to induce you to enter into a Financing Agreement, with Alliance Distributors Holding, Inc. (hereinafter referred to as the "Client"), effective as of November 11,...Essential Reality Inc • November 16th, 2004 • Computer peripheral equipment, nec • New York
In order to induce you to enter into a Financing Agreement, with Alliance Distributors Holding, Inc. (hereinafter referred to as the "Client"), effective as of November 11, 2004 ( the "Financing Agreement") and/or to continue under or to refrain at this time from terminating your present arrangement with the Client, and in consideration of your so doing, the undersigned and each of them if more than one hereby represent and warrant to you that each and every receivable referred to or defined in said Financing Agreement and in which the Client has granted you a security interest will represent a bona fide existing obligation of a customer of the Client and owing to the Client and arising out of and acquired by the Client in the ordinary course of its business and which will be due and owing to the Client without any defense, offset or counterclaim that was in existence and, after due inquiry, known to the Client prior to the shipment of goods or rendering of service giving rise to the r
ROSENTHAL BUSINESS CREDIT A DIVISION OF ROSENTHAL & ROSENTHAL, INC.Rosenthal • November 7th, 2005 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
May 11, 2007 Alliance Distributors Holding, Inc. Bronx NY 10462 Ladies and Gentlemen:Financing Agreement • May 17th, 2007 • Alliance Distributors Holding Inc. • Computer peripheral equipment, nec
We refer to the (i) Financing Agreement, dated November 11, 2004, (the “Financing Agreement”); (ii) the Inventory Security Agreement, dated December 9, 2003 (the “Inventory Security Agreement”); and (iii) the Equipment Security Agreement, dated November 11, 2004 (the “Equipment Security Agreement”), in each case executed or assumed by you and as supplemented and amended.
Exhibit 10.2 EQUIPMENT SECURITY AGREEMENT The Financing Agreement dated on or about the date hereof (the "Financing Agreement") between ALLIANCE DISTRIBUTORS HOLDING, INC., a corporation organized under the laws of the State of New York, having its...Financing Agreement • November 16th, 2004 • Essential Reality Inc • Computer peripheral equipment, nec
