Consolidated Pictures Corp Sample Contracts

NexHorizon Communications, Inc. – RE: Letter Agreement (August 4th, 2008)

EXHIBIT 10.1 July 28, 2008 Pine River Cable RE: Letter Agreement This letter is a non-binding agreement by and between NexHorizon Broadband of Michigan, Inc., a Colorado corporation (the "Buyer"), to acquire 100% of the assets and the business located and operated in and around the following Michigan towns: McBain (hereinafter jointly referred to as the "Acquired Business"), each of which is owned 100% by Phoenix Communications, Inc., a Michigan corporation (the "Seller"). Seller has represented that the Acquired Companies own and operate a business, including without limitation, plant, equipment and infrastructure, engaged in providing cable television and Internet services in and around McBain (such business, including the plant, equipment, vehicles, tools, franchise, subscribers, spares, inventory and infrastructure, the "TV and Internet Systems") serving a minimum of 2,500 subscribers. Following are the te

NexHorizon Communications, Inc. – NexHorizon Signs Letter of Intent with Phoenix Communications (August 4th, 2008)

EXHIBIT 99.1 NexHorizon Signs Letter of Intent with Phoenix Communications NexHorizon Communications, Inc. (OTCBB:NXHZ) today announced it has entered into a Letter Of Intent to acquire Phoenix Communications Inc. (dba Pine River Cable) headquartered in McBain, Michigan. Pine River provides cable television and wireless Internet services to more than 2,500 customers located in and around McBain, Michigan. Upon completion of the transaction, NexHorizon will immediately begin upgrading the infrastructure to its digital platform and reduce the number of distribution sites to gain better operating efficiencies. Subsequent to completing the conversion from analog to digital, the Company will begin rolling out its new broadband service offerings of digital video, High-speed Internet and digital voice solutions (VoIP). "Phoenix Communications fits the NexHorizon model as an opportunity to expand our footprint for broadband service offerings and provi

NexHorizon Communications, Inc. – AGREEMENT REGARDING (February 21st, 2008)

Exhibit 10.1 AGREEMENT REGARDING SALE OF ASSETS OF, AND STOCK IN, TWO CABLE COMPANIES THIS AGREEMENT is made as of the 1st day of January, 2008 by and between Chula Vista Cable, Ltd., a California limited Partnership dba Chula Vista Cable ("CVC"), ULTRONICS, INC., a California corporation ("Ultronics") BARBARA ALTBAUM as trustee of the Altbaum Family Trust, and NexHorizon Communications, Inc., a Delaware Corporation, or its assignee, which shall be one of its wholly-owned subsidiaries ("Buyer"). CVC, Ultronics and Altbaum are sometimes referred to herein collectively as the "Sellers," and all of the parties named above are sometimes referred to herein collectively as the "Parties" or individually as a "Party." RECITALS -------- WHEREAS, CVC owns and operates a business, including without limita

NexHorizon Communications, Inc. – CONVERTIBLE PROMISSORY NOTE (February 21st, 2008)

Exhibit 10.2 The shares of stock represented by this Note have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions have been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933. CONVERTIBLE PROMISSORY NOTE Principal: $1,487,500.00 Date: January 1, 2008 For value received, the undersigned NexHorizon Communications, Inc. or its successor ("NexHorizon") ("the Promisor") at 9737 Wadsworth Parkway, Westminster, CO 80021 promises to pay to the order of Chula Vista Cable, Ltd., ("Payee"), at 396 "E" Street, Chula Vista, CA 91910, (or at such other place as the Payee may designate in writing) the sum of $1,487,500.00 plus accrued interest of 6% annually; in

NexHorizon Communications, Inc. – REGISTRATION AND LEAKOUT AGREEMENT (February 21st, 2008)

Exhibit 10.4 REGISTRATION AND LEAKOUT AGREEMENT January 1, 2008 NexHorizon Communications, Inc. 9737 Wadsworth Parkway Westminster, CO 80021 Gentlemen: The undersigned, Chula Vista Cable, Ltd. ("CVC") is a beneficial owner of 2,125,000 shares of the Series A Preferred Stock of NexHorizon Communications, Inc, the successor in interest of NexHorizon Communications, Inc. (the "Company"), par value $.0001 per share (the "Shares"). The Shares are acquired as part of that certain Purchase and Sale Agreement (the "Agreement"), between the Company and Barbara Altbaum General Partner and owner of Chula Vista Cable, Ltd. ("Chula," the Acquired Assets or the "Seller"); the General Partners of Chula, (each a "Partner" and together, the "Partners"). As part of the consideration included in the Agreement and in consideration herefore, the Company agrees to provide the undersigned "piggyback" registration rights to cause

NexHorizon Communications, Inc. – SECURITY AND PLEDGE AGREEMENT (February 21st, 2008)

Exhibit 10.7 SECURITY AND PLEDGE AGREEMENT THIS AGREEMENT, dated January 1, 2008, made by NexHorizon Communica- tions, Inc. ("Pledgor") to Chula Vista Cable, Ltd. ("Lender"). PRELIMINARY STATEMENTS: Lender has entered into a Note dated as of even date herewith (said Agreement, as it may hereafter be amended or otherwise modified from time to time, being the "Loan Agreement," the terms defined therein and not otherwise defined herein being used herein as therein defined) with the Pledgor. It is a condition precedent to the making of the Loan by Lender under the Convertible Promissory Note that Pledgor shall have made the pledge contemplated by this Agreement. NOW, THEREFORE, in consideration of the premises and in order to induce Lender to make a Loan under the Loan Agreement, Pledgor hereby agrees as follows: SECTION 1. Pledge. Pledgor hereby pledges, transfers and assigns t

NexHorizon Communications, Inc. – REGISTRATION AND LEAKOUT AGREEMENT (February 21st, 2008)

Exhibit 10.5 REGISTRATION AND LEAKOUT AGREEMENT January 1, 2008 NexHorizon Communications, Inc. 9737 Wadsworth Parkway Westminster, CO 80021 Gentlemen: The undersigned, National City Cable, Inc. ("NCC"), is a beneficial owner of 375,000 shares of the Series A Preferred Stock of NexHorizon Communications, Inc, the successor in interest of NexHorizon Communications, Inc. (the "Company"), par value $.0001 per share (the "Shares"), which have conversion rights to common shares of NexHorizon ("Conversion Shares"). The Shares are acquired as part of that certain Stock Purchase Agreement (the "Agreement"), between the Company and National City Cable, Inc. ("National," the Acquired Company or the "Seller"). As part of the consideration included in the Agreement and in consideration herefore, the Company agrees to provide the undersigned "piggyback" registration rights to cause the Conversion Shares to be included in those

NexHorizon Communications, Inc. – CONVERTIBLE PROMISSORY NOTE (February 21st, 2008)

Exhibit 10.3 The shares of stock represented by this Note have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions have been established, or unless sold pursuant to Rule 144 under the Securities Act of 1933. CONVERTIBLE PROMISSORY NOTE Principal: $262,500.00 Date: January 1, 2008 For value received, the undersigned NexHorizon Communications, Inc. or its successor ("NexHorizon") ("the Promisor") at 9737 Wadsworth Parkway, Westminster, CO 80021 promises to pay to the order of Barbara Altbaum trustee and ULTRONICS, ("Payee"), at 396 "E" Street, Chula Vista, CA 91910, (or at such other place as the Payee may designate in writing) the sum of $262,500.00 plus accrued interest of 6% annuall

NexHorizon Communications, Inc. – ARTICLES OF INCORPORATION (February 21st, 2008)

ARTICLES OF INCORPORATION OF NATIONAL CITY CABLE, INC. ONE: The name of this corporation is: NATIONAL CITY CABLE, INC. TWO: 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 California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. THREE: The name and address in this State of the corporation's initial agent for service of process is: NAME ADDRESS ---- ------- DARVY MACK COHAN 1205 Prospect Street, Suite 465 Attorney at Law La Jolla, California 92037 FOUR: The corporation is authorized to issue two cl

NexHorizon Communications, Inc. – SECURITY AND PLEDGE AGREEMENT (February 21st, 2008)

Exhibit 10.6 SECURITY AND PLEDGE AGREEMENT THIS AGREEMENT, dated January 1, 2008, made by NexHorizon Communications, Inc. ("Pledgor") to Barbara Altbaum and ULTRONICS, INC.("Lender"). PRELIMINARY STATEMENTS: Lender has entered into a Note dated as of even date herewith (said Agreement, as it may hereafter be amended or otherwise modified from time to time, being the "Loan Agreement," the terms defined therein and not otherwise defined herein being used herein as therein defined) with the Pledgor. It is a condition precedent to the making of the Loan by Lender under the Convertible Promissory Note that Pledgor shall have made the pledge contemplated by this Agreement. NOW, THEREFORE, in consideration of the premises and in order to induce Lender to make a Loan under the Loan Agreement, Pledgor hereby agrees as follows: SECTION 1. Pledge. Pledgor hereby

NexHorizon Communications, Inc. – STOCK PURCHASE AGREEMENT (July 3rd, 2007)

EXHIBIT 10.2 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), is entered into this 14th day of May 2007, among National City Cable, Inc., an California corporation (the "Acquired Company"), each of the shareholders of the Acquired Company, as set forth below (each a "Shareholder," and together, the "Shareholders") (the Acquired Company and the Shareholders together, the "Sellers"), and NexHorizon Communications, Inc., a Delaware corporation or a wholly-owned subsidiary, (the "Buyer"). RECITALS WHEREAS, the Acquired Company owns and operates a business, including without limitation, plant, equipment and infrastructure, engaged in providing cable television and Internet services in and around National City, California (such business, including the plant, equipment and infrastructure, the "TV and Internet Systems"); and WHEREAS, the Shareholders own

NexHorizon Communications, Inc. – PURCHASE AND SALE AGREEMENT (July 3rd, 2007)

EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT THIS AGREEMENT, made this 14th day of May, 2007 by and between Chula Vista Cable Ltd., a Partnership dba Chula Vista Cable ("Chula" or the "Seller"); the General Partners of Chula, (each a "Partner" and together, the "Partners"); and NexHorizon Communications, Inc., a Delaware Corporation or one of its wholly-owned subsidiaries ("Buyer"), its successors and assigns. RECITALS WHEREAS, Seller owns and operates a business, including without limitation, plant, equipment and infrastructure, engaged in providing for cable television and internet services in and around California (the "Business"). WHEREAS, Buyer desires to purchase from Seller, and Seller desire to sell to Buyer, on the terms and conditions hereinafter set forth, substantially all of the assets of Seller used in the operation of the Business, except the Excluded

NexHorizon Communications, Inc. – AND PURCHASE AGREEMENT FOR CABLE TV SYSTEM (May 30th, 2007)

EXHIBIT 99 PRESS RELEASE EXHIBIT 99 NEXHORIZON COMMUNICATIONS EXECUTES MANAGEMENT AND PURCHASE AGREEMENT FOR CABLE TV SYSTEM Broomfield, CO--May 16, 2007--NexHorizon Communications, Inc. (OTC-BB: NXHZ) today announced that it agreed to acquire the assets of Chula Vista Cable, LP and the company National City Cable, Inc. both California entities. The Purchase Agreements call for NexHorizon to begin managing the cable systems effective June 1, 2007 for a period not to exceed 120 days or upon completion of the systems audit as required by the Securities and Exchange Commission. Combined, the cable systems pass more then 40,000 homes in the greater San Diego, California metropolitan area. The Systems currently provide video and High-speed services to residents and businesses in the immediate areas. "This is a significant development in the execution

Y-Tel International Inc – PRESS RELEASE (January 19th, 2007)

EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 Y-Tel International Board Changes Name & Sets Reverse Split BROOMFIELD, Colo., January 18, 2007 -- Y-Tel International, Inc., (OTC BB: YTLI) announced today its board has changed its name to NexHorizon Communications, Inc. and set an 8.5 to 1 reverse split of its common shares, which was previously approved by shareholders. Additionally, the holders of the Series A, B and C preferred stock will be converted to common and be reversed 4.5 to 1. The effective date will be January 29, 2007. Said Calvin D. Smiley, Sr., Y-Tel International CEO, "this realigns the Company's capital structure thus providing a solid foundation from which we can build upon. It accomplishes the issues surrounding our funding challenges and positions the Company for execution of its new business model. This is an exciting time for the company and our inve

Y-Tel International Inc – OF CERTIFICATE OF INCORPORATION (January 19th, 2007)

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION EXHIBIT 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Y-TEL INTERNATIONAL, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Y-Tel International, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling the written consent of a majority entitled to vote of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of I

Y-Tel International Inc – SHARE EXCHANGE AND PLAN OF MERGER (October 24th, 2006)

EXHIBIT 10.1 SHARE EXCHANGE AND PLAN OF MERGER EXHIBIT 10.1 SHARE EXCHANGE AND PLAN OF MERGER BY AND BETWEEN Y-TEL INTERNATIONAL, INC., SUNRISE BROADBAND GROUP, INC. SUNRISE TELEVISION NETWORKS, INC., and SUNRISE ACQUISITIONS, INC. October 1, 2006 TABLE OF CONTENTS ARTICLE I Definitions...................................................................1 ARTICLE II Transactions; Terms of Merger; Manner of Converting Shares....................5 2.1 Merger........................................................................5 2.2 Time and Place of Clo

Y-Tel International Inc – AMENDMENT TO SHARE EXCHANGE AGREEMENT (October 24th, 2006)

EXHIBIT 10.2 AMENDMENT TO SHARE EXCHANGE AGREEMENT EXHIBIT 10.2 AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER BY AND BETWEEN Y-TEL INTERNATIONAL, INC. SUNRISE BROADBAND GROUP, INC. SUNRISE TELEVISION NETWORKS, INC. AND SUNRISE ACQUISITIONS, INC. Article 2.7(f) is amended to change "October 20, 2006" to "October 30, 2006." Dated: October 23, 2006 Y-Tel International, Inc. By: _________________________________ Sunrise Broadband Group, Inc. By: _________________________________ Sunrise Television Networks, Inc. By: _________________________________ Sunrise Acquisitions, Inc. By: _________________________________

Y-Tel International Inc – AGREEMENT AND PLAN OF MERGER (July 19th, 2006)

This Agreement and Plan of Merger (this “Agreement”), entered into as of July 17, 2006, is by and between Y-Tel International, Inc., a Delaware corporation (hereinafter referred to as the “YTLI”) and Sunrise Broadband Group, Inc., a Nevada Corporation (hereinafter referred to as “SBBD”) pursuant to Title 8, Section 252 of the Delaware General Corporation Law (the “DGCL”) and Article 92A.100 of the Nevada Revised Statutes (the “NRS”), respectively.

Y-Tel International Inc – Press Release (July 19th, 2006)

BATON ROUGE, La.--(BUSINESS WIRE)—July 18, 2006--Y-Tel International, Inc. (OTC:YTLI - News), a provider of telecommunications, VoIP and Wi-Fi services and devices, announced today it has executed an agreement in principle to merge Sunrise Broadband Group, Inc., (OTC: SBBD) a broadband cable services provider headquartered in Broomfield, Colorado into Y-Tel. The proposed merger has been approved by the boards of directors of both companies but is still contingent upon shareholder approvals of both companies and completion of a Securities and Exchange Commission (“SEC”) registration statement. In the merger, the shareholders of Sunrise will be issued one share of Y-Tel stock for each surrendered share of Sunrise stock. For details, please refer the company’s 8K filing.

Y-Tel International Inc – SICAV ONE SECURITIES PURCHASE AGREEMENT (December 13th, 2005)

Exhibit 10.1 SICAV ONE SECURITIES PURCHASE AGREEMENT THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of December 1, 2005, between Y-Tel International Inc., Inc, a corporation organized and existing under the laws of Delaware (the "Company"), and Mercatus & Partners, LP (the "Purchaser"). WHEREAS, PURCHASER desires to subscribe for and purchase Shares of the Company; and WHEREAS, Company desires for Purchaser to subscribe for and to purchase Shares of the Company. NOW, THEREFORE, subject to the terms and conditions set forth in this Agreement, for good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, now agree as follows: ARTICLE I

Y-Tel International Inc – AGREEMENT (December 13th, 2005)

Exhibit 10.2 SICAV TWO SECURITIES PURCHASE AGREEMENT THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of December 1, 2005, between Y-Tel International Inc., Inc, a corporation organized and existing under the laws of Delaware (the "Company"), and Mercatus & Partners, LP (the "Purchaser"). WHEREAS, PURCHASER desires to subscribe for and purchase Shares of the Company; and WHEREAS, Company desires for Purchaser to subscribe for and to purchase Shares of the Company. NOW, THEREFORE, subject to the terms and conditions set forth in this Agreement, for good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, now agree as follows:

Y-Tel International Inc – EMPLOYMENT AGREEMENT (April 14th, 2005)

Exhibit 10.10 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum to Employment Agreement (the "Addendum") dated as of October 8, 2004 is entered into by and between Y-Tel International, Inc, a Delaware corporation (hereinafter referred to as the "Employer") and John Conroy, an individual (hereinafter referred to as the "Employee"). RECITALS A. The Employer and Employee are parties to an Employment Agreement (the "Agreement") dated September 27, 2004. B. Due to changes of circumstances the parties hereto desire to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement and agree as follows

Y-Tel International Inc – CONSULTING AGREEMENT (April 14th, 2005)

Exhibit 10.13 ADDENDUM TO CONSULTING AGREEMENT This Addendum to Consulting Agreement (the "Addendum") dated as of October 8, 2004 is entered into by and between Y-Tel International, LLC, a Florida limited liability company (hereinafter referred to as the "Company") and Garry McHenry, a sole proprietorship (hereinafter referred to as the "Consultant"). RECITALS A. The Company and Consultant are parties to a Consultant Agreement (the "Agreement") dated September 27, 2004. B. Due to changes of circumstances the parties hereto desire to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement and agr

Y-Tel International Inc – CONSULTING AGREEMENT (April 14th, 2005)

Exhibit 10.11 ADDENDUM TO CONSULTING AGREEMENT This Addendum to Consulting Agreement (the "Addendum") dated as of October 8, 2004 is entered into by and between Y-Tel International, LLC, a Florida limited liability company (hereinafter referred to as the "Company") and Gil Epstein for Avitra, S.A., a sole proprietorship (hereinafter referred to as the "Consultant"). RECITALS A. The Company and Consultant are parties to a Consultant Agreement (the "Agreement") dated September 27, 2004. B. Due to changes of circumstances the parties hereto desire to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby

Y-Tel International Inc – 2005 STOCK OPTION PLAN (April 14th, 2005)

Exhibit 10.8 Y-TEL INTERNATIONAL, INC. 2005 STOCK OPTION PLAN 1. PURPOSE This 2005 Y-Tel International, Inc. Stock Option Plan ("the 2005 Plan") is intended to promote the interests of the Corporation by providing eligible individuals who are responsible for the management, growth and financial success of the Corporation or who otherwise render valuable services to the Corporation with the opportunity to acquire a proprietary interest, or increase their proprietary interest, in the Corporation and thereby encourage them to remain in the service of the Corporation. Capitalized terms used herein shall have the meanings ascribed to such terms in Paragraph 5. 2. ADMINISTRATION OF THE 2005 PLAN (a) The 2005 Plan shall be administered by the Board. The Board, however, may at any time appoint a committee ("Committee") of two (2) or more Board members and delegate to such Committee one or more of

Y-Tel International Inc – CONSULTING AGREEMENT (April 14th, 2005)

Exhibit 10.12 ADDENDUM TO CONSULTING AGREEMENT This Addendum to Consulting Agreement (the "Addendum") dated as of October 8, 2004 is entered into by and between Y-Tel International, LLC, a Florida limited liability company (hereinafter referred to as the "Company") and Jon McMurray for Gin Creek, Inc., a sole proprietorship (hereinafter referred to as the "Consultant"). RECITALS A. The Company and Consultant are parties to a Consultant Agreement (the "Agreement") dated September 27, 2004. B. Due to changes of circumstances the parties hereto desire to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties here

Y-Tel International Inc – EMPLOYMENT AGREEMENT (April 14th, 2005)

Exhibit 10.9 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum to Employment Agreement (the "Addendum") dated as of October 8, 2004 is entered into by and between Y-Tel International, Inc, a Delaware corporation (hereinafter referred to as the "Employer") and Steve Lipman, an individual (hereinafter referred to as the "Employee"). RECITALS A. The Employer and Employee are parties to an Employment Agreement (the "Agreement") dated September 27, 2004. B. Due to changes of circumstances the parties hereto desire to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the above premises, the covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement and agree as follows:

Consolidated Pictures Corp – VoWLAN EXCLUSIVE DISTRIBUTOR AGREEMENT BETWEEN EBI Communications, INC. AND Y-Tel International, LLC OCTOBER 25, 2004 Date (November 12th, 2004)

This VoWLAN EXCLUSIVE DISTRIBUTOR AGREEMENT("Agreement") is entered into this 25th day of October, 2004 (the "Effective Date"), between EBI Communications, INC., a Florida corporation having a business address at 5765 N. Andrews Way, Ft Lauderdale, Fl., 33309 (hereinafter "EBI") or assigns; and Y-Tel International, LLC having a business address 1100 N.W. 163rd Dr. North Miami Beach, FL.33169 and (hereinafter the "Y-Tel"). EBI and Y-Tel are collectively referred to herein as the "Parties" and individually as "Party".

Consolidated Pictures Corp – CONSULTING AGREEMENT (November 12th, 2004)

This Consulting Agreement (this "Agreement") is made and entered into as of October 27, 2004, ("Effective Date") by and between Consolidated Pictures Corp., a Delaware corporation (hereinafter referred to as the "Company") and Larry Krasny, a sole proprietorship, (hereinafter referred to as the "Consultant") (collectively, the "Parties").

Consolidated Pictures Corp – EMPLOYMENT AGREEMENT (October 18th, 2004)

Y-Tel International, LLC, a Florida limited liability company, located at 806 O'Neal Lane, Baton Rouge LA 70816, hereinafter referred to as "Employer," and Steve Lipman, of Sherman Oaks California, hereinafter referred to as "Employee," in consideration of the mutual promises made herein, agree as follows:

Consolidated Pictures Corp – CONSULTING AGREEMENT (October 18th, 2004)

This Consulting Agreement (this "Agreement") is made and entered into as of this 27 th day of September 2004, ("Effective Date") by and between Y- Tel International LLC, a Florida State corporation (hereinafter referred to as the "Company") and Gil Epstein for Avitra S.A., a sole proprietorship, (hereinafter referred to as the "Consultant") (collectively, the "Parties").

Consolidated Pictures Corp – CONSULTING AGREEMENT (October 18th, 2004)

This Consulting Agreement (this "Agreement") is made and entered into as of this 27 th day of September 2004, ("Effective Date") by and between Y- Tel International LLC, a Florida State corporation (hereinafter referred to as the "Company") and Garry McHenry., a sole proprietorship, (hereinafter referred to as the "Consultant") (collectively, the "Parties").

Consolidated Pictures Corp – AGREEMENT AND PLAN OF REORGANIZATION (October 18th, 2004)

THIS AGREEMENT AND PLAN OF REORGANIZATION, made and entered into this 12th day of October, 2004, by and between Consolidated Pictures Corp., a Delaware corporation ("CPC"), and Y-Tel International, LLC, a Florida limited liability company, ("Y-TEL").

Consolidated Pictures Corp – EMPLOYMENT AGREEMENT (October 18th, 2004)

Y-Tel International, LLC, a Florida limited liability company, located at 806 O'Neal Lane, Baton Rouge LA 70816, hereinafter referred to as "Employer," and John Conroy, of Sherman Oaks California, hereinafter referred to as "Employee," in consideration of the mutual promises made herein, agree as follows:

Consolidated Pictures Corp – CONSULTING AGREEMENT (October 18th, 2004)

This Consulting Agreement (this "Agreement") is made and entered into as of this 27 th day of September 2004, ("Effective Date") by and between Y- Tel International LLC, a Florida State corporation (hereinafter referred to as the "Company") and Jon McMurray for Gin Greek., INC. a sole proprietorship, (hereinafter referred to as the "Consultant") (collectively, the "Parties").