1 EXHIBIT 10.3 GOLF ONE INDUSTRIES, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is made and entered into as of May 31, 1998 by and between Golf One Industries, Inc., a Delaware corporation (the "COMPANY"), and Alfonso J....Employment Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
1 Exhibit 10.38 PAYPRO RESOURCES, INC. CLIENT SERVICE AGREEMENT This SERVICE AGREEMENT (this Agreement) is made effective on the 2 DAY OF APRIL 1999 by and between PAYPRO RESOURCES, INC. (PRI), acting by and through its duly authorized officer, and...Service Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
2 3 releases, relieves and discharges each of the Defendants and his or its agents, representatives, consultants, employees, officers, directors, shareholders, partners, predecessors, subsidiaries, related entities and affiliates, attorneys,...Settlement Agreement • February 22nd, 2000 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is made and entered into as of the 1st day of November, 1997 by and between Golf One Industries, Inc., a Delaware corporation (the "COMPANY"), and Gary Player...Asset Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
1 - 2 1.4 Guarantee by Cervantes. The principal, interest and costs of collection of the Note shall be unconditionally guaranteed by Mr. A.J. Cervantes pursuant to a guarantee agreement to be executed on the Closing Date (the "Guarantee Agreement")....Note Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • New Jersey
MERGER AGREEMENT Exhibit 2.0 This Merger Agreement, dated as of July 30, 1998, is by and between Grafix Corporation, a Delaware corporation ("GC"), and Grafix Time Coporation, a New York corporation ("GTC"). PLAN OF MERGER CONSTITUENT CORPORATIONS...Merger Agreement • August 18th, 1998 • Grafix Corp • Watches, clocks, clockwork operated devices/parts
2 3 IN WITNESS WHEROF, this Agreement has been made and entered into as of the date and year above written.Consulting Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
21 RELATIONSHIP BETWEEN THE PARTIES 22 22 NOTICES AND APPROVALS 22 23 ENTIRE AGREEMENT 23 24 SEVERABILITY 23 25 FORCE MAJEURE 23 26 NO WAIVER 24 27 NO BROKERAGE FEE 24 28 MISCELLANEOUS 24 29 HEADINGS 24 30 APPLICABLE LAW 24 31 ARBITRATION 25 32...License Agreement • March 14th, 1997 • Grafix Time Corporation • Watches, clocks, clockwork operated devices/parts
CONSULTING AGREEMENT BETWEEN GARY PLAYER DIRECT, INC. AND GARY KUCHERConsulting Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
GUARANTYGuaranty • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
1 Exhibit 10.40 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (the "Modification") is made as of the 20th day of September, 1998 by and between Golf One Industries, Inc., a Delaware corporation, ("Golf One"), and Norman A. Kunin ("Consultant"),...Modification Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
December 16, 1998 GARY PLAYER DIRECT 2811 AIRPARK DRIVE SANTA MARIA, CA 93455 When executed by both you, Gary Player Direct and us, Tradewell Inc., this letter will constitute our agreement as follows: 1. You hereby sell to us and we hereby purchase...Gary Player Direct Inc • December 7th, 1999 • Watches, clocks, clockwork operated devices/parts
AGREEMENT AMONGAgreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Ohio
RECITALSIndemnification Agreement • October 25th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Delaware
1 EXHIBIT 10.33 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (this "AGREEMENT") is made and entered into as of ____________________, 1996, by and between Golf One Industries, Inc., a Delaware corporation (the "COMPANY"), and the Purchaser...Unit Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
RECITALSIndemnification Agreement • October 25th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Delaware
2 3 IN WITNESS WHEREOF, the parties have duly executed this Agreement on the dates entered below after their respective signatures.Consulting Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Ohio
1 Exhibit 10.8 DEBT CONVERSION AGREEMENT The undersigned creditors of Gary Player Direct, Inc. ("GPDI") has received GPDI's Confidential Disclosure Memorandum dated June 4, 1999 (the "Memorandum"). GPDI has requested and the undersigned wishes to...Debt Conversion Agreement • December 8th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
1 Exhibit 10.3 GENERAL ASSIGNMENT THIS ASSIGNMENT, made this __________ day of February, 2000 between Gary Player Direct, Inc., a Delaware Corporation, with an address at 1428 Philips Lane, Suite 203, San Luis Obispo, CA 93401 hereinafter referred to...Gary Player Direct Inc • February 22nd, 2000 • Watches, clocks, clockwork operated devices/parts
1 EXHIBIT 10.16 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This Amendment No. 2 to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of the __th day of July, 1998 by and between Golf One Industries, Inc., a Delaware corporation...Asset Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
1 EXHIBIT 10.15 SECURITY AGREEMENT This Security Agreement (the "AGREEMENT") is made and entered into as of the 3rd day of June, 1999 by Gary Player Direct, Inc. ("BORROWER"), in favor of the person or entity designated below as "Senior Lender" and...Security Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
2 3 and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein.Security Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • New Jersey
1 Exhibit 10.6 STANDARD SUBLEASE American Industrial Real Estate Association 1. PARTIES. This Sublease, dated, for reference purposes only, January 20, 1995, is made by and between Comstream Corporation, a California Corporation (herein called...Gary Player Direct Inc • December 7th, 1999 • Watches, clocks, clockwork operated devices/parts
1 EXHIBIT 10.15 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of the 13th day of March, 1998 by and between Golf One Industries, Inc., a Delaware corporation...Asset Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
RECITALSIndemnification Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Delaware
ARTICLE IEmployment Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • Colorado
1 Exhibit 10.2 STANDARD SUBLEASE 1. PARTIES. This Sublease, dated, for reference purposes only, January 10, 2000, is made by and between Tri-Counties Association for the Developmentally Disabled, Inc. ("Sublessor") and Gary Player Direct, Inc....Gary Player Direct Inc • February 22nd, 2000 • Watches, clocks, clockwork operated devices/parts
1 Exhibit 10.39 CONSULTING AGREEMENT THIS AGREEMENT is made as of the 1st day of November, 1997 by and between Golf One Industries, Inc, a Delaware corporation, ("Golf One"), and Norman A. Kunin whose address is 154 Abbey Road, Santa Maria, California...Consulting Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
RECITALSAgreement and Plan of Reorganization and Merger • April 16th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
1 EXHIBIT 10.19 WSE LICENSE AGREEMENT This Agreement (this "AGREEMENT") is made and entered into as of the 1st day of November, 1997 by and between World Services Establishment, a Liechtensein corporation ("WSE"), and Gary Player Group, Inc., a...Wse License Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
1 EXHIBIT 10.17 AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This Amendment No. 3 to Asset Purchase Agreement (this "AMENDMENT") is made and entered into as of the 28th day of August, 1998 by and between Golf One Industries, Inc., a Delaware...Asset Purchase Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts
GARY PLAYER DIRECT, INC. 710 Aerovista, Suite B San Luis Obispo, CA 93401Gary Player Direct Inc • December 7th, 1999 • Watches, clocks, clockwork operated devices/parts
Exhibit 10.37 March 25, 1999 Mr. Jeffrey R. Leach Stone Pine Investment Banking, LLC 410 Seventeenth Street, Suite 400 Denver, Colorado 80202 Dear Mr. Leach: Pursuant to our agreement, the following sets forth the modification of the Agreement dated...Gary Player Direct Inc • December 7th, 1999 • Watches, clocks, clockwork operated devices/parts
1 Exhibit 10.20 PLAYER LICENSE AGREEMENT This Agreement (this "AGREEMENT") is made and entered into as of the 1st day of November, 1997 by and between Gary Player ("PLAYER"), an individual, and Gary Player Group, Inc., a Florida corporation ("GPG"),...Agreement • December 7th, 1999 • Gary Player Direct Inc • Watches, clocks, clockwork operated devices/parts • California
1 Exhibit 10.18 [GALLAGHER, BRIODY & BUTLER - LETTERHEAD]Gary Player Direct Inc • December 7th, 1999 • Watches, clocks, clockwork operated devices/parts
