Wien Group Inc Sample Contracts

Mm2 Group, Inc. – 2007 STOCK INCENTIVE PLAN (July 18th, 2007)

EXHIBIT 4.2 ----------- GENOTEC NUTRITIONALS, INC. 2007 STOCK INCENTIVE PLAN 1. PURPOSES. The purpose of the Genotec Nutritionals, Inc. 2007 Stock Incentive Plan (the "Plan") is to (i) provide long-term incentives and rewards to employees, directors, independent contractors or agents ("Eligible Participants") of Genotec Nutritionals, Inc. ("the Company") and its subsidiaries; (ii) assist the Company in attracting and retaining employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such employees, directors, independent contractors or agents with those of MM2's stockholders. 2. EFFECTIVE DATE. The Plan is effective as of the date it is adopted by the Board of Directors of MM2 Gro

Mm2 Group, Inc. – 2007 STOCK INCENTIVE PLAN (July 18th, 2007)

EXHIBIT 4.1 ----------- MM2 GROUP, INC. 2007 STOCK INCENTIVE PLAN 1. PURPOSES. The purpose of the MM2 Group, Inc. 2007 Stock Incentive Plan (the "Plan") is to (i) provide long-term incentives and rewards to employees, directors, independent contractors or agents ("Eligible Participants") of MM2 Group, Inc. ("the Company") and its subsidiaries; (ii) assist the Company in attracting and retaining employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such employees, directors, independent contractors or agents with those of the Company's stockholders. 2. EFFECTIVE DATE. The Plan is effective as of the date it is adopted by the Board of Directors of the Company and Awards may

Mm2 Group, Inc. – MARKETING AGREEMENT (January 25th, 2007)

This document, dated November 14, 2006, shall serve as the Agreement between Atlantic Television Marketing, Inc. (Atlantic) and Genotec Nutritionals, Inc. (Genotec) regarding Atlantic’s services for the marketing of the Sugarest nutritional product (hereinafter referred to as the Product).

Mm2 Group, Inc. – AMENDMENT NUMBER 1 TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (January 25th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of January ____, 2007, between MM² GROUP, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, LP a Delaware limited partnership (the “Investor”).

Mm2 Group, Inc. – AMENDMENT NUMBER 1 TO AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (January 25th, 2007)

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of January 9, 2007, between MM2 GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and CORNELL CAPITAL PARTNERS, LP a Delaware limited partnership (the “Investor”).

Mm2 Group, Inc. – MM² GROUP, INC. Secured Convertible Debenture Due January 1, 2009 (January 25th, 2007)

This Secured Convertible Debenture (the “Debenture”) is issued by MM² GROUP, INC., a New Jersey corporation (the “Obligor”), to CORNELL CAPITAL PARTNERS, LP (the “Holder”), pursuant to that certain Amended and Restated Securities Purchase Agreement (the “Securities Purchase Agreement”) dated July 20, 2006, as amended.

Mm2 Group, Inc. – TERMINATION AGREEMENT (October 16th, 2006)

EXHIBIT 10.2 ------------ TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of July 20, 2006, by and between MM(2) GROUP, INC.(F/K/A WIEN GROUP, INC.), a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). Recitals: --------- WHEREAS, MM(2) Group, Inc., a New Jersey corporation ("MM(2)") and the Investor entered into an Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement"); a Registration Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the "Escrow Agreement"); and a Placement Agent Agreement (the "

Mm2 Group, Inc. – AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE (October 16th, 2006)

EXHIBIT 10.4 ------------ DATED: JULY 20, 2006 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. No. MMGP-2-1

Mm2 Group, Inc. – AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (October 16th, 2006)

EXHIBIT 10.3 ------------ AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT -------------------------------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 20, 2006, by and among MM(2) GROUP, INC. (F/K/A WIEN GROUP, INC.), a New Jersey corporation (the "Company"), and the Buyers listed on Schedule I attached hereto (individually, a "Buyer" or collectively "Buyers"). WITNESSETH ---------- WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securiti

Mm2 Group, Inc. – AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (October 16th, 2006)

EXHIBIT 10.5 ------------ AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT ----------------------------------------------------------- THIS AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 20, 2006, by and among MM(2) GROUP, INC. (F/K/A WIEN GROUP, INC.), a New Jersey corporation (the "Company"), and the undersigned investors listed on Schedule I attached hereto (each, an "Investor" and collectively, the "Investors"). WHEREAS: A. MM(2) Group, Inc., a New Jersey corporation ("MM(2)") and the Investor entered into that certain Securities Purchase Agreement, and convertible debenture issue thereto, and other related documents, instruments and agreements therewith, including without limitation a Security Agreement, Investor Registration Rights Ag

Mm2 Group, Inc. – AMENDED AND RESTATED SECURITY AGREEMENT (October 16th, 2006)

EXHIBIT 10.6 ------------ AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of July 20, 2006, by and between MM(2) GROUP, INC. (F/K/A WIEN GROUP, INC.), a New Jersey corporation (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the "Secured Party"). WHEREAS, the Company is the successor by merger and former corporate parent of MM(2) Group, Inc., a New Jersey corporation ("MM(2)"); WHEREAS, MM(2) and the Secured Party entered into that certain Securities Purchase Agreement, and convertible debenture issue thereto, and other related documents, instruments and agreements therewith, including without limitation a Security Agreement, Investor

Mm2 Group, Inc. – AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (October 16th, 2006)

EXHIBIT 10.7 ------------ WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Mm2 Group, Inc. – STRATEGIC ALLIANCE AGREEMENT (October 16th, 2006)

EXHIBIT 10.1 ------------ UTEK STRATEGIC ALLIANCE AGREEMENT -------------------------------------------------------------------------------- This Strategic Alliance Agreement is made and entered into this 25th day of July 2006, by and between UTEK Corporation ("UTEK"), a Delaware Corporation, 202 South Wheeler Street, Plant City, Florida 33563, and MM2 Group, Inc. ("MMGP"), a New Jersey Corporation, 750 Highway 34, Matawan, New Jersey 07747. WITNESSETH: WHEREAS, MMGP desires to engage UTEK to provide the services as set forth in this Agreement, and WHEREAS, UTEK is agreeable to provide these services. NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the recei

Mm2 Group, Inc. – EMPLOYMENT AGREEMENT (September 27th, 2006)

EXHIBIT 10.4 ------------ EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated September 27, 2006 by and between Genotec Acquisition Corp. ("Genotec" or the "Company") , a New Jersey corporation with an address at 5 Regent Street, Livingston, NJ 07039 (the "Company"), and Susan Blancato, an individual having an office at 450 Commack Road Deer Park, NY 11729 (the "Employee"). W I T N E S S E T H WHEREAS, the Company, Genotec Nutritionals, Inc., a Delaware corporation ("Seller"), George Kontonotas, an individual ("Kontonotas"), Joseph Freedman, an individual ("Freedman"), Susan Blancato, an individual ("Blancato"), (Kontonotas, Freedman, and Blancato shall be collectively referred to herein as the "Shareholders"), MM(2) Group, Inc. , a New Jersey corporation ("MM2") e

Mm2 Group, Inc. – ASSET PURCHASE AGREEMENT (September 27th, 2006)

EXHIBIT 10.1 ------------ ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of September 21, 2006 by and among Genotec Nutritionals, Inc., a Delaware corporation ("Seller"), George Kontonotas, an individual ("Kontonotas"), Joseph Freedman, an individual ("Freedman"), Susan Blancato, an individual ("Blancato"), (Kontonotas, Freedman, and Blancato shall be collectively referred to herein as the "Shareholders"), MM(2) Group, Inc. , a New Jersey corporation ("MM2"), and Genotec Acquisition Corporation, a newly-formed, wholly-owned subsidiary of MM2 ("Buyer"). RECITALS WHEREAS, the Shareholders own, of record and beneficially, 10,000,000 shares (the "Company Shares") of the common stock, $0.01 par value, of the Seller, being all of th

Mm2 Group, Inc. – EMPLOYMENT AGREEMENT (September 27th, 2006)

EXHIBIT 10.2 ------------ EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated September 21, 2006 by and between Genotec Acquisition Corporation ("Genotec" or the "Company"), a New Jersey corporation with an address at 5 Regent Street, Livingston, NJ 07039 (the "Company"), and George Kontonotas, an individual having an office at 450 Commack Road Deer Park, NY 11729 (the "Employee" or "Kontonotas"). W I T N E S S E T H ------------------- WHEREAS, the Company, Genotec Nutritionals, Inc., a Delaware corporation ("Seller"), George Kontonotas, an individual ("Kontonotas" or "Employee"), Joseph Freedman, an individual ("Freedman"), Susan Blancato, an individual ("Blancato"), (Konton

Mm2 Group, Inc. – EMPLOYMENT AGREEMENT (September 27th, 2006)

EXHIBIT 10.3 ------------ EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated September 21, 2006 by and between Genotec Acquisition Corporation ("Genotec" or the "Company") , a New Jersey corporation with an address at 5 Regent Street, Livingston, NJ 07039 (the "Company"), and Joseph Freedman, an individual having his office at 450 Commack Road Deer Park, NY 11729 (the "Employee"). W I T N E S S E T H WHEREAS, the Company, Genotec Nutritionals, Inc., a Delaware corporation ("Seller"), George Kontonotas, an individual ("Kontonotas"), Joseph Freedman, an individual ("Freedman"), Susan Blancato, an individual ("Blancato"), (Kontonotas, Freedman, and Blancato shall be collectively referred to herein as the "Sha

Mm2 Group, Inc. – AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (March 24th, 2006)

EXHIBIT 10.3 ------------ AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT --------------------------------------------------------- THIS AMENDMENT NO.1 (the "Amendment") is made and entered into effective as of March 16, 2006, to that certain Investor Registration Rights Agreement (the "Agreement") dated April 1, 2005 by and among MM(2) GROUP, INC., a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP (the "Investor"). Recitals: --------- WHEREAS, on or about April 1, 2005, the Company and the Investors entered into a series of financing agreements (the "Transaction Documents"), including, without limitation the Securities Purchase Agreement, the convertible debenture issued thereto, and the Agreement (a

Mm2 Group, Inc. – WAIVER AND EXTENSION AGREEMENT (March 24th, 2006)

EXHIBIT 10.1 ------------ WAIVER AND EXTENSION AGREEMENT THIS WAIVER AND EXTENTION AGREEMENT (the "Agreement") dated March 24, 2006 by and between MM(2) GROUP, INC., a New Jersey corporation (the "Company") and CORNELL CAPITAL PARTNERS, LP. (the "Investor"). WHEREAS, on April 1, 2005, the parties hereto entered into a series of financing documents, including but not limited to the Securities Purchase Agreement, and a Secured Convertible Debenture issued thereto (the "Debenture"), and an Investor Registration Rights Agreement dated April 1, 2005 (the "Registration Rights Agreement") (the Securities Purchase Agreement and all related documents, instruments and agreements entered into on April 1, 2005 shall collectively be referred to as the "Transaction Documents"); WHEREAS, the Debenture has expire

Mm2 Group, Inc. – WARRANT TO PURCHASE COMMON STOCK (March 24th, 2006)

EXHIBIT 10.2 ------------ WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Wien Group Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT (October 26th, 2005)

EXHIBIT 10.7 ------------ INVESTOR REGISTRATION RIGHTS AGREEMENT -------------------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 1, 2005 , by and among MM(2) GROUP, INC., a New Jersey corporation (the "Company"), and the undersigned investors (each, an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investors secured convertible debentures (the "Convertible Debentures") which shall be convertible into that number of shares of the Company's Class A co

Wien Group Inc – FIRST AMENDMENT TO ACQUISITION AGREEMENT (October 26th, 2005)

EXHIBIT 10.2 ------------ FIRST AMENDMENT TO ACQUISITION AGREEMENT FIRST AMENDMENT TO ACQUISITION AGREEMENT (this "Amendment"), dated as of October 11, 2005, by and among Wien Group, Inc., a New York corporation ("Wien (NY)"), Wien Group, Inc., a New Jersey corporation ("Wien (NJ)"), Stephen Wien, MM2 Group, Inc., a New Jersey corporation ("MM2"), and Mark Meller and Jerome Mahoney (each a "MM2 Shareholder" and, together, the "MM2 Shareholders"), each herein sometimes being referred to individually as a "party" and collectively as the "parties," is made with reference to the following facts. W I T N E S S E T H: WHEREAS, the parties entered into that certain Acquisition Agreement, dated as of July 8, 2005 (the "Acquisition Agreement"), pursuant to which Wien (NY) agreed to merge with and

Wien Group Inc – REGISTRATION RIGHTS AGREEMENT (October 26th, 2005)

EXHIBIT 10.16 ------------- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 1, 2005 by and between MM(2) GROUP, INC., a New Jersey corporation, with its principal office located at 293 Eisenhower Parkway, Livingston, New Jersey 07039 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the "Standby Equity Distribution Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's Class A common stock no par value per share (the "Common Stoc

Wien Group Inc – PLACEMENT AGENT AGREEMENT (October 26th, 2005)

EXHIBIT 10.14 ------------- MM2 GROUP, INC. PLACEMENT AGENT AGREEMENT Dated as of: April 1, 2005 Monitor Capital Inc. 9171 Towne Center Drive - Suite 465 San Diego, CA 92122 Ladies and Gentlemen: The undersigned, MM2 Group, Inc., a New Jersey corporation (the "Company"), hereby agrees with Monitor Capital, Inc. (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor

Wien Group Inc – CONSULTING AGREEMENT (October 26th, 2005)

EXHIBIT 10.3 ------------ CONSULTING AGREEMENT -------------------- CONSULTING AGREEMENT (this "Agreement"), made as of the 11th day of October, 2005, by and between MM2 GROUP, INC., a New Jersey corporation, ("Company"), on the one hand, and STEPHEN S. WIEN, an individual ("Consultant"), on the other hand, with respect to the following: RECITALS WHEREAS, the Consultant is experienced in the management and operation of public companies, including strategic planning, direct marketing and negotiating with lenders, vendors, suppliers and clients; WHEREAS, the Company, the Consultant and the other parties thereto have entered into an Acquisition Agreement (the "Acquisition Agreement") whereby all of the Company's shares will be acquired by a

Wien Group Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (October 26th, 2005)

EXHIBIT 10.8 ------------ STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the1st day of April 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and MM2 GROUP, INC. , a corporation organized and existing under the laws of the State of New Jersey (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Ten Million U.S. Dollars ($10,000,000) of the Company's common stock, no par value per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance up

Wien Group Inc – SECURED CONVERTIBLE DEBENTURE (October 26th, 2005)

EXHIBIT 10.10 ------------- DATED: April 1, 2005 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. No. CCP-1

Wien Group Inc – ESCROW AGREEMENT (October 26th, 2005)

EXHIBIT 10.15 ------------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 1, 2005 MM(2) GROUP, INC., a New Jersey corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (the "Investor(s)"), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the "Escrow Agent"). BACKGROUND ---------- WHEREAS, the Company and the Investor(s) have entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date hereof, pursuant to which the Company proposes to sell secured convertible debentures (the "Convertible Debentures") which shall be convertible into the

Wien Group Inc – WARRANT TO PURCHASE COMMON STOCK (October 26th, 2005)

EXHIBIT 10.11 ------------- WARRANT ------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

Wien Group Inc – SECURITY AGREEMENT (October 26th, 2005)

EXHIBIT 10.9 ------------ SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April 1, 2005, by and between MM(2) GROUP, INC., a New Jersey corporation (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the "Secured Party"). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement dated the date hereof, and the Secured Party shall purchase a minimum of Two Million Five Hundred Thousand Dollars ($2,500,000) of five percent (5%) secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's Class A common stock, no par val

Wien Group Inc – ESCROW AGREEMENT (October 26th, 2005)

EXHIBIT 10.12 ------------- ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 1, 2005 by MM(2) GROUP, INC., a New Jersey corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID GONZALEZ, ESQ. (the "Escrow Agent"). BACKGROUND WHEREAS, the Company and the Investor have entered into a Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of the date hereof, pursuant to which the Investor will purchase the Company's Class A Common Stock, no par value per share (the "Common Stock"), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an aggregate price of u

Wien Group Inc – CERTIFICATE OF INCORPORATION (October 26th, 2005)

EXHIBIT 3.1 ----------- CERTIFICATE OF INCORPORATION OF WIEN GROUP, INC. ARTICLE I CORPORATE NAME The name of the corporation (the "Corporation") is Wien Group, Inc. ARTICLE II CORPORATE PURPOSE The Corporation is organized to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act (the "Corporation Law"). ARTICLE III CAPITAL STOCK The aggregate number of shares which the Corporation shall have authority to issue is 501,000,000 shares of common stoc

Wien Group Inc – EMPLOYMENT AGREEMENT (October 26th, 2005)

EXHIBIT 10.4 ------------ EMPLOYMENT AGREEMENT AGREEMENT made as of December 15, 2004 by and between MM2, Inc. , a New Jersey corporation (hereinafter referred to as the "Company"), having an office at 293 Eisenhower Parkway, Suite 250, Livingston, NJ 07039 and Mark Meller, with offices at 293 Eisenhower Parkway, Livingston, NJ 07039 (hereinafter referred to as the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires to engage the services of the Executive, and the Executive desires to render such services; NOW, THEREFORE, in consideration of the premises, the parties agree as follows: 1. EMPLOYMENT. The Company hereby employs the Executive as member of the Board of Directors and President, and the Executive hereby accepts such empl

Wien Group Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (October 26th, 2005)

EXHIBIT 10.18 ------------- ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT Re: Assignment by MM Squared, Inc., f/k/a MM(2) Group, Inc., a New Jersey corporation (the "Assignor") to anD the Assumption by MM(2) Group, Inc., f/k/a Wien Group, Inc., a New Jersey corporation (the "Assignee"), of the agreements listed on Attachment A. WHEREAS, pursuant to the Acquisition Agreement dated July 8, 2005, as amended, by and among Wien Group, Inc., a New York corporation ("Wien (NY)", Wien Group, Inc., a New Jersey corporation ("Wien (NJ)"), Stephen Wien, MM(2) Group, Inc., a New Jersey corporation ("MM2"), and Jerome Mahoney and Jerome Mahoney, immediately prior to the closing of this transaction, Wien (NY) merged into Wien (NJ) with Wien (NJ) as the surviving company and Wien (NJ) acquired all of the capital stock of MM2, whereby MM2

Wien Group Inc – EMPLOYMENT AGREEMENT (October 26th, 2005)

EXHIBIT 10.5 ------------ EMPLOYMENT AGREEMENT AGREEMENT made as of December 15, 2004 by and between MM2, Inc. , a New Jersey corporation (hereinafter referred to as the "Company"), having an office at 293 Eisenhower Parkway, Suite 250, Livingston, NJ 07039 and Jerome Mahoney, with offices at 750 Route 34, Matawan, NJ 07747 (hereinafter referred to as the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires to engage the services of the Executive, and the Executive desires to render such services; NOW, THEREFORE, in consideration of the premises, the parties agree as follows: 1. EMPLOYMENT. The Company hereby employs the Executive as non-executive Chairman of the Board of Directors, and the Executive hereby accepts such employment, subject