By&c Management Inc Sample Contracts

Presidion Corp – RE: FORBEARANCE ARRANGEMENT ("FORBEARANCE AGREEMENT") DATED JULY 1, 2004, (November 22nd, 2004)

Exhibit 10.4 September 22, 2004 Sunshine Staff Leasing, Inc. Sunshine Companies, Inc. Sunshine Companies II, Inc. Sunshine Companies III, Inc. Sunshine Companies IV, Inc. Paradyme, Inc. ABS IV, Inc. Attention: Craig A. Vanderburg RE: FORBEARANCE ARRANGEMENT ("FORBEARANCE AGREEMENT") DATED JULY 1, 2004, AMONG COMERICA BANK ("BANK"), SUNSHINE STAFF LEASING, INC., SUNSHINE COMPANIES, INC., SUNSHINE COMPANIES II, INC., SUNSHINE COMPANIES III, INC., SUNSHINE COMPANIES IV, INC., PARADYME, INC., AND ABS IV, INC. ("BORROWERS"), CRAIG A. VANDERBURG, JOHN BURCHAM, PRESIDION SOLUTIONS, INC. F/K/A AFFINITY BUSINESS SERVICES, INC. AND PRESIDION CORPORATION ("GUARANTORS") Dear Mr. Vanderburg: Please refer to any and all documents, instruments and agreements executed in connection with the financing arrangements from Bank to Bor

Presidion Corp – FORBEARANCE AGREEMENT (November 22nd, 2004)

Exhibit 10.3 FORBEARANCE AGREEMENT This Second Forbearance Agreement (the "Agreement") is made and entered into effective as of the 5th day of October, 2004, by and between Presidion Solutions, Inc. (formerly known as Affinity Business Services, Inc.) ("PSI"), and ABS IV, Inc (formerly known as Amfinity Business Solutions, Inc.), Paradyme, Inc. (formerly known as Amfinity H.R. Solutions, Inc.), and Paradyme National Insurance Brokers, Inc., (together, the "Paradyme Parties"). Presidion Corporation ("Presidion"), James E. Baiers, Craig A. Vanderburg, and John W. Burcham, II (together the "Guarantors", and together with the Paradyme Parties and Presidion, the "Presidion Parties"), and Kenneth A. Hendricks and Diane M. Hendricks (together, the "Lenders"). WHEREAS, PSI as the buyer and Diane M. Hendricks, Kenneth A. Hendricks, Karl W. Leo, and Jeffrey W. Stentz ("the Amcap Parties")

Presidion Corp – AMENDMENT AND WAIVER AGREEMENT (November 22nd, 2004)

Exhibit 10.5 AMENDMENT AND WAIVER AGREEMENT THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement"), effective as of August 1, 2004, is entered into by and among MERCATOR MOMENTUM FUND, L.P., a California limited partnership ("MMF"), MERCATOR MOMENTUM FUND III, L.P., a California limited partnership ("MMFIII"), MERCATOR FOCUS FUND, L.P., a California limited partnership ("MFF" and together with MMF and MMFIII, the "Lenders" and each of them, a "Lender"), MERCATOR ADVISORY GROUP, LLC, as Agent for Lenders ("Agent"), and PRESIDION SOLUTIONS, INC., a Florida corporation ("Company"), and PRESIDION CORPORATION, formerly known as MediaBus Networks, Inc., a Florida corporation ("Parent" and together with Company, the "Borrowers" and each, a "Borrower"), as with reference to the following facts: RECITALS A. Borrowers have issued, on a joint and several ba

Presidion Corp – FORBEARANCE AGREEMENT (August 16th, 2004)

Exhibit 10.2 FORBEARANCE AGREEMENT This Forbearance Agreement (the "Agreement") is made and entered into effective as of the 9th day of June, --- 2004, by and between Presidion Solutions, Inc. (formerly known as Affinity Business Services, Inc.) ("PSI"), and ABS IV, Inc (formerly known as Amfinity Business Solutions, Inc.), Paradyme, Inc. (formerly known as Amfifnity H.R. Solutions, Inc.), and Paradyme National Insurance Brokers, Inc., (together, the "Paradyme Parties"). Presidion Corporation ("Presidion"), James E. Baiers, Craig A. Vanderburg, and John W. Burcham, II (together the "Guarantors", and together with the Paradyme Parties and Presidion, the "Presidion Parties"), and Amfinity Capital, L.L.C. ("Amcap") and Diane M. Hendricks, Kenneth A. Hendricks, Karl W. Leo, and Jeffrey W. Stentz ("Sellers", and together with Amcap, the "Amcap Parties") and Hendricks Holding Co., Inc. ("HHC"). WHEREAS, PSI as the buyer and the Amcap Parties as th

Presidion Corp – REGISTRATION RIGHTS AGREEMENT (August 16th, 2004)

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated effective as of June 9th, 2004, between AMFINITY CAPITAL, L.L.C., a Delaware limited liability company ("Amcap"), Diane M. Hendricks ("DMH"), Kenneth A. Hendricks ("KAH"), and Jeffrey W. Stentz ("JWS", and together with Amcap, DMH, and KAH, each "Holder" and together the "Holders"), and PRESIDION CORPORATION, a Florida corporation ("Presidion"). WHEREAS, the Holders own a combined 9,415,949 shares of Common Stock, $0.0000303 par value (the "Common Stock") of Presidion ("Owned Shares"); WHEREAS, subject and pursuant to the terms of a Forbearance Agreement ("Forbearance") of even date herewith, certain of the Holders may be entitled to be issued up to 1,500,000 additional shares of Common Stock of Presidion ("Contingent Shares"); and WHEREAS, Presidion desires to grant to the Holders the registration rights set forth herein with respect to Contingent Shares and the Owned Sh

Presidion Corp – EMPLOYMENT AGREEMENT (May 18th, 2004)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement, (the "Agreement") by and between Presidion Corporation, a Florida corporation, (the "Company"), and Brian Jarzynski ("Employee") is entered into and effective December 15, 2003 and supersedes any other agreements or understandings, written or oral, between the Company and Employee. 1. Employment and Duties. (a) Employee shall be employed as the Company's Chief Financial Officer. Employee's duties may be changed and modified by the Company's Board of Directors, and Employee shall report to the Company's Chief Executive Officer. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1 (c), agrees to devote his full-time, attention and efforts to promote a

Presidion Corp – EMPLOYMENT AGREEMENT (May 18th, 2004)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, (the "Agreement") by and between Presidion Solutions, Inc. a Florida corporation, its subsidiaries and affiliates (collectively the "Company") and Craig A. Vanderburg ("Employee") is hereby entered into and effective as of February 12, 2003. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee. 1. Employment and Duties. (a) Employee shall be employed as the Company's President and Chief Executive Officer and in such other executive capacity as the Board of Directors may decide. Employee's duties may be changed and modified by the Company's Board of Directors. Employee accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(c), agrees to devote his full-time, attention and effort

Presidion Corp – EMPLOYMENT AGREEMENT (May 18th, 2004)

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement, (the "Agreement") by and between Presidion Solutions, Inc. a Florida corporation, its subsidiaries and affiliates (collectively the "Company") and James E. Baiers ("Employee") is hereby entered into and effective as of February 12, 2003. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee. 1. Employment and Duties. (a) Employee shall be employed as the Company's Executive Vice President and General Counsel and in such other executive capacity as the Board of Directors may decide. Employee's duties may be changed and modified by the Company's Board of Directors. Employee accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(c), agrees to devote his full-time, attention and eff

Presidion Corp – EMPLOYMENT AGREEMENT (May 18th, 2004)

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement, (the "Agreement") by and between Presidion Solutions, Inc. a Florida corporation, its subsidiaries and affiliates (collectively the "Company") and John W. Burcham II ("Employee") is hereby entered into and effective as of February 12, 2003. This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Employee. 1. Employment and Duties. (a) Employee shall be employed as the Company's Chairman of the Board and in such other executive capacity as the Board of Directors may decide. Employee's duties may be changed and modified by the Company's Board of Directors. Employee accepts this employment upon the terms and conditions herein contained and, subject to paragraph 1(c), agrees to devote his full-time, attention and efforts to promote and

Mediabus Networks Inc – PLEDGE AGREEMENT (February 27th, 2003)

EXHIBIT 99.8 PLEDGE AGREEMENT ---------------- (Principal Shareholder) TO: MERCATOR ADVISORY GROUP, LLC 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned, John W. Burcham, II ("PLEDGOR"), hereby pledges to MERCATOR ADVISORY GROUP, LLC as collateral agent (in such capacity, "AGENT") for the holders (the "HOLDERS") of those certain 6-1/2% Secured Convertible Debentures (the Debentures") listed on Schedule 1 attached hereto, issued jointly and severally by MediaBus Networks, Inc., a Florida corporation ("MEDIABUS") and its wholly owned subsidiary, Presidion Solutions, Inc., a Florida corporation ("Presidion" and, with MediaBus, the "BORROWERS"), in favor of the purchasers of the Debentures named on Schedule 1 ("MERCATOR"), and grants to Mercator a security interest in, all of the following property (collectively called "COLLATE

Mediabus Networks Inc – PLEDGE AGREEMENT (February 27th, 2003)

EXHIBIT 99.9 PLEDGE AGREEMENT ---------------- (Principal Shareholder) TO: MERCATOR ADVISORY GROUP, LLC 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned, Craig A. Vanderburg ("PLEDGOR"), hereby pledges to MERCATOR ADVISORY GROUP, LLC as collateral agent (in such capacity, "AGENT") for the holders (the "HOLDERS") of those certain 6-1/2% Secured Convertible Debentures (the DEBENTURES") listed on Schedule 1 attached hereto, issued jointly and severally by MediaBus Networks, Inc., a Florida corporation ("MEDIABUS") and its wholly owned subsidiary, Presidion Solutions, Inc., a Florida corporation ("PRESIDION" and, with MediaBus, the "BORROWERS"), in favor of the purchasers of the Debentures named on Schedule 1 ("MERCATOR"), and grants to Mercator a security interest in, all of the following property (collectively called "COLLATER

Mediabus Networks Inc – PAYMENT GUARANTY (February 27th, 2003)

EXHIBIT 99.12 PAYMENT GUARANTY ---------------- (Principal Shareholder) This Payment Guaranty (this "GUARANTY") is made as of February 11, 2003, by John W. Burcham II ("GUARANTOR"), in favor of MERCATOR ADVISORY GROUP, LLC, acting as agent (in such capacity, "AGENT") for MERCATOR MOMENTUM FUND, L.P., and MECATOR FOCUS FUND, L.P. (each, a "LENDER" and, together, "LENDERS"). Mercator is acting hereunder for the benefit of the Lenders on a proportional basis in accordance with the amounts of their respective interests in the Loan, as that term is defined below. FACTUAL BACKGROUND ------------------ A. Guarantor is executing this Guaranty to induce Lenders to make two separate loans (defined, together, in SECTION 2 as the "LOAN") to MediaBus Networks, Inc.,

Mediabus Networks Inc – PAYMENT GUARANTY (February 27th, 2003)

EXHIBIT 99.11 PAYMENT GUARANTY ---------------- (Corporate) This Payment Guaranty (this "GUARANTY") is made as of February 11, 2003, by Presidion Solutions, Inc.("GUARANTOR"), in favor of MERCATOR ADVISORY GROUP, LLC, acting as agent (in such capacity, "AGENT") for MERCATOR MOMENTUM FUND, L.P., and MECATOR FOCUS FUND, L.P. (each, a "LENDER" and, together, "LENDERS"). Mercator is acting hereunder for the benefit of the Lenders on a proportional basis in accordance with the amounts of their respective interests in the Loan, as that term is defined below. FACTUAL BACKGROUND ------------------ A. Guarantor is executing this Guaranty to induce Lenders to make two separate loans (defined, together, in SECTION 2 as the "LOAN") to MediaBus Networks,

Mediabus Networks Inc – EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, (February 27th, 2003)

EXHIBIT 99.5 DATED: FEBRUARY 12, 2003 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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 THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABL

Mediabus Networks Inc – MERGER AGREEMENT (February 27th, 2003)

EXHIBIT 99.1 MERGER AGREEMENT THIS MERGER AGREEMENT (the "AGREEMENT") is effective as of February 11, 2003, by and among MEDIABUS NETWORKS, INC., a Florida corporation (the "PARENT"), PRESIDION ACQUISITION SUB, INC., a Florida corporation (the "MERGER SUB"), PRESIDION SOLUTIONS, INC., a Florida Corporation (the "COMPANY"), the shareholders of the Company listed on Schedule A attached hereto (the "SHAREHOLDERS"), and KENNETH O. LIPSCOMB ("LIPSCOMB"). RECITALS: A. The Shareholders own all of the outstanding capital stock of the Company. The authorized capital stock of the Company consists of One Hundred Thousand (100,000) shares of common stock, par value $0.01 per share (the "COMPANY COMMON STOCK"), of which there are One Thousand Seventy Five (1,075) shares issued and outstanding (the "COMPANY SHARES"). B. The

Mediabus Networks Inc – REGISTRATION RIGHTS AGREEMENT (February 27th, 2003)

EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT ----------------------------- AGREEMENT dated as of February 12, 2003, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P. and MERCATOR FOCUS FUND, L.P., three California limited partnerships (the "HOLDERS"), and MEDIABUS NETWORKS, INC., a Florida corporation (the "COMPANY"). WHEREAS, each Holder has purchased a 6.5% Secured Convertible Debenture (together, the "DEBENTURES") from the Company and its wholly-owned subsidiary, Presidion Solutions, Inc., a Florida corporation ("PRESIDION"), and has the right to cause its Debenture to be converted into shares of Common Stock, $0.0000303 par value (the "Common Stock"), of the Company, pursuant to the conversion formula set forth in its Debenture; WHEREAS, each Holder has purchased a Warrant (together, the "WARRANTS") from the Company, and the Holders, together, have the ri

Mediabus Networks Inc – PLEDGE AGREEMENT (February 27th, 2003)

EXHIBIT 99.10 PLEDGE AGREEMENT ---------------- (Principal Shareholder) TO: MERCATOR ADVISORY GROUP, LLC 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned, James E. Baiers ("PLEDGOR"), hereby pledges to MERCATOR ADVISORY GROUP, LLC as collateral agent (in such capacity, "AGENT") for the holders (the "HOLDERS") of those certain 6-1/2% Secured Convertible Debentures (the DEBENTURES") listed on Schedule 1 attached hereto, issued jointly and severally by MediaBus Networks, Inc., a Florida corporation ("MEDIABUS") and its wholly owned subsidiary, Presidion Solutions, Inc., a Florida corporation ("PRESIDION" and, with MediaBus, the "BORROWERS"), in favor of the purchasers of the Debentures named on Schedule 1 ("MERCATOR"), and grants to Mercator a security interest in, all of the following property (collectively called "COLLATERAL")

Mediabus Networks Inc – LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO (February 27th, 2003)

EXHIBIT 99.6 DATED: FEBRUARY 12, 2003 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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 THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REA

Mediabus Networks Inc – LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO (February 27th, 2003)

EXHIBIT 99.4 DATED: FEBRUARY 12, 2003 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS 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 THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REA

Mediabus Networks Inc – SECURITIES PURCHASE AGREEMENT (February 27th, 2003)

EXHIBIT 99.2 SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of February 12, 2003, by and among MEDIABUS NETWORKS, INC., a corporation organized under the laws of the State of Florida (the "COMPANY"), PRESIDION SOLUTIONS, INC., a corporation organized under the laws of Florida and a wholly-owned subsidiary of the Company ("PRESIDION"), MERCATOR MOMENTUM FUND LP ("MOMENTUM FUND"), MERCATOR MOMENTUM FUND III ("MOMENTUM FUND III") and MERCATOR FOCUS FUND LP ("FOCUS FUND" and together with the Momentum Fund and Momentum Fund III, the "FUNDS"). WHEREAS: A. The Company and the Funds are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) and Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exch

Mediabus Networks Inc – PAYMENT GUARANTY (February 27th, 2003)

EXHIBIT 99.13 PAYMENT GUARANTY ---------------- (Principal Shareholder) This Payment Guaranty (this "GUARANTY") is made as of February 11, 2003, by Craig A. Vanderburg ("GUARANTOR"), in favor of MERCATOR ADVISORY GROUP, LLC, acting as agent (in such capacity, "AGENT") for MERCATOR MOMENTUM FUND, L.P., and MECATOR FOCUS FUND, L.P. (each, a "Lender" and, together, "LENDERS"). Mercator is acting hereunder for the benefit of the Lenders on a proportional basis in accordance with the amounts of their respective interests in the Loan, as that term is defined below. FACTUAL BACKGROUND ------------------ A. Guarantor is executing this Guaranty to induce Lenders to make two separate loans (defined, together, in SECTION 2 as the "LOAN") to MediaBus Networks, Inc.,

Mediabus Networks Inc – STOCK PURCHASE WARRANT (February 27th, 2003)

EXHIBIT 99.7 VOID AFTER 5:00 P.M., MICHIGAN TIME, ON FEBRUARY 12, 2006 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Date: February 12, 2003 MEDIABUS NETWORKS, INC. STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, MERCATOR MOMENTUM FUND, LP, or its registered assigns, is entitle

Mediabus Networks Inc – CONSULTING AGREEMENT WITH TAURUS GLOBAL (February 11th, 2003)

EXHIBIT 4.2 CONSULTING AGREEMENT WITH TAURUS GLOBAL CONSULTING AGREEMENT, dated as of January 6, 2003 between MediaBus Networks, a Florida Corporation (the "Company") and Taurus Global, a Delaware Limited Liability Company (the "Consultant"). WITNESSETH: WHEREAS, the Company, through its affiliates and principals, has extensive experience in its areas of expertise, including, without limitation, financial, strategic and operational consulting and other business matters; and WHEREAS, the Consultant has expertise in the assisting in the development and expansion of companies such as the Company, and WHEREAS, the Company desires to retain the services of the Consultant to render strategic advice with respect to the development of the Company; and WHEREAS, the Consultant wishes to render such services to the Company upon the terms, conditions and covenants set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants

Mediabus Networks Inc – CONSULTING AGREEMENT WITH MERCATOR GROUP (February 11th, 2003)

EXHIBIT 4.1 CONSULTING AGREEMENT WITH MERCATOR GROUP CONSULTING AGREEMENT, dated as of January 6, 2003 between MediaBus Networks, a Florida Corporation (the "Company") and Mercator Group, a California Limited Liability Company with executive offices located at 555 S. Flower Street, Ste 4500, Los Angeles, California 90071 (the "Consultant"). WITNESSETH: WHEREAS, the Company, through its affiliates and principals, has extensive experience in its areas of expertise, including, without limitation, financial, strategic and operational consulting and other business matters; and WHEREAS, the Consultant has expertise in the assisting in the development and expansion of companies such as the Company, and WHEREAS, the Company desires to retain the services of the Consultant to render strategic advice with respect to the development of the Company; and WHEREAS, the Consultant wishes to render such services to the Company upon the terms, conditions and covenants set

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 16th, 2002)

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 9, 2002 (the "Effective Date"), by and between Richard Cavayero ("Employee") and MediaBus Networks (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Vice President (Operations) , Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company's business. Employee shall n

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 16th, 2002)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 9, 2002 (the "Effective Date"), by and between Steve Cavayero ("Employee") and MediaBus Networks (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Executive Vice President, Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company's business. Employee shall not ren

By&c Management Inc – ASSET PURCHASE AGREEMENT (January 16th, 2002)

EXHIBIT 99.4 ================================================================================ ASSET PURCHASE AGREEMENT AMONG iDVDBox, Inc. AND MediaBus Networks, Inc. DATED AS OF January 8, 2002 ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 ARTICLE II SALE AND TRANSFER OF ASSETS; CLOSING . . . . . . . . . . . . . . . .6 Section 2.1 Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.3 Consideration. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.4 Liabilities

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 16th, 2002)

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 9, 2002 (the "Effective Date"), by and between Jerry Siah ("Employee") and MediaBus Networks (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Vice President (Engineering) , Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company's business. Employee shall not re

By&c Management Inc – ASSET PURCHASE AGREEMENT (January 15th, 2002)

EXHIBIT 10.4 ================================================================================ ASSET PURCHASE AGREEMENT AMONG iDVDBox, Inc. AND MediaBus Networks, Inc. DATED AS OF December 17, 2001 ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 ARTICLE II SALE AND TRANSFER OF ASSETS; CLOSING . . . . . . . . . . . . . . . .6 Section 2.1 Assets to Be Sold . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . .6 Section 2.3 Consideration. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.4 Liabilitie

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 15th, 2002)

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 2, 2001 (the "Effective Date"), by and between Richard Cavayero ("Employee") and MediaBus Networks, Inc., a Delaware corporation (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Vice President (Operations) , Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 15th, 2002)

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 2, 2001 (the "Effective Date"), by and between Jerry Siah ("Employee") and MediaBus Networks, Inc., a Delaware corporation (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Vice President (Engineering) , Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company's bu

By&c Management Inc – EXECUTIVE EMPLOYMENT AGREEMENT (January 15th, 2002)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into effective as of January 2, 2001 (the "Effective Date"), by and between Steve Cavayero ("Employee") and MediaBus Networks, Inc., a Delaware corporation (the "Company"). For and in consideration of the agreement to employ Employee described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee agrees to accept such employment, upon the following terms and conditions. 2. Duties and Obligations. Employee shall assume and perform the duties of Executive Vice President, Consumer Appliance Division, as described in Exhibit A (the "Duties"). Subject to the terms hereof, such Duties may be revised from time to time by the Board of Directors of the Company. Employee agrees to devote his full business efforts and time to the Company's bus