Trust Under Agreement Dated 6/30/89 Sample Contracts

Trust Under Agreement Dated 6/30/89 – STOCK ESCROW AGREEMENT (July 2nd, 2001)

EXHIBIT 10.3 STOCK ESCROW AGREEMENT ---------------------- AGREEMENT made as of this 22nd day of June, 2001 (the "Agreement"), between Spacial Corporation, a Delaware corporation ("Spacial"), with offices at 92 Brown Place, Bronx, New York 10454, James J. Solano Sr. ("Solano"), with an address c/o Spacial Corporation, 92 Brown Place, Bronx, New York 10454, The Trust Under Agreement Dated 6/30/89 (the "Trust"), with an address c/o Bruce Caputo, Trustee, 1270 Avenue of the Americas, New York, New York 10020-1701, and Snow Becker Krauss PC., as Escrow Agent ("Escrow Agent"), with offices at 605 third Avenue, New York New York 10158. W I T N E S S E T H ------------------- 1. Spacial, Solano and the Trust are parties to a Share Exchange Agreement, dated as of June 22, 2001, (t

Trust Under Agreement Dated 6/30/89 – LOCK-UP AGREEMENT (July 2nd, 2001)

EXHIBIT 10.4 LOCK-UP AGREEMENT ----------------- This LOCK-UP AGREEMENT (the "Lock-Up Agreement") dated as of June 22nd 2001, is made by and among Spacial Corporation, a Delaware Corporation (the "Company") and each of James A. Prestiano ("Prestiano"), James J. Solano, Sr. ("Solano"), Norman A. Ponder ("Ponder"), the Trust Under Agreement Dated June 30, 1989 (the "Trust"; and collectively with Prestiano, Solano and Ponder, the "Restricted Shareholders"), with respect to shares of the Company's common stock, par value $.001 per share (the "Common Stock"), beneficially owned by such Restricted Shareholders. W I T N E S S E T H: -------------------- 1. The Company has entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Waste Recovery Technology Co

Trust Under Agreement Dated 6/30/89 – SHARE EXCHANGE AGREEMENT (July 2nd, 2001)

EXHIBIT 10.2 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this "Agreement") is made as of the 22nd day of June, 2001, between Spacial Corporation, a Delaware corporation ("Spacial"), Waste Recovery Technology Corporation, a Delaware corporation ("WRT"), James J. Solano, Sr. ("Solano"), the Trust Under Agreement Dated 6/30/89 (the "Trust"; the Trust and Solano, each being sometimes referred to as a "Diluted Shareholder" and collectively as the "Diluted Shareholders"), and each of the other stockholders of WRT listed on the signature page hereto (each individually, a "WRT Shareholder" and collectively the "WRT Shareholders"). The term "WRT Shareholder" or "WRT Shareholders" when used in this Agreement includes the Diluted Shareholders, unless the context requires otherwise or otherwise specifically excluded. W I T N E S S E T H: 1. The