VOTING AGREEMENTVoting Agreement • April 16th, 1999 • Mosaix Inc • Services-computer programming services • New York
2 CONTENTS -i- 3 EXHIBIT INDEX Exhibit 1 Form of Restricted Stock Purchase Agreement Exhibit 5.16 Company Tax Matters Certificate Exhibit 6.16 Digital Tax Matters Certificate Exhibit 7.3 Shareholders Agreement Exhibit 8.2(e) Form of Opinion of Counsel...Agreement and Plan of Merger • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1 EXHIBIT 10.3 LOAN AGREEMENT This LOAN AGREEMENT ("Agreement") is entered into as of this 20th day of September, 1996 by and among VIEWSTAR CORPORATION, a California corporation (the "Borrower"), and DIGITAL SYSTEMS INTERNATIONAL, INC., a Washington...Loan Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1 Exhibit 10.27 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of July, 1997, between OMAR SALEH, a resident of the United Kingdom ("Executive"), and MOSAIX, INC., a Washington corporation ("Company"). IN CONSIDERATION of the...Executive Employment Agreement • March 13th, 1998 • Mosaix Inc • Services-computer programming services • Washington
LEASELease • March 12th, 1999 • Mosaix Inc • Services-computer programming services • Washington
RECITALSRegistration Rights Agreement • January 3rd, 1997 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1 EXHIBIT 10.13 SECOND AMENDMENT TO LEASE That certain Lease dated May 20th, 1991, (the "Lease"), by and between Carr Redmond Corporation, a Washington corporation, successor in interest to Redmond East, L.L.C. ("Lessor") and Digital Systems...Lease • March 12th, 1999 • Mosaix Inc • Services-computer programming services
1 EXHIBIT 10.14 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE ("Amendment"), is made and entered into as of this 2nd day of November, 1998, between Carr Redmond Corporation, a Washington corporation, successor in interest to Redmond East...Mosaix Inc • March 12th, 1999 • Services-computer programming services
RECITALSStock Option Agreement • April 16th, 1999 • Mosaix Inc • Services-computer programming services • New York
1 Exhibit 11 DIGITAL SYSTEMS INTERNATIONAL, INC. AND SUBSIDIARIES ------------- ------------------------------------------------------------------------------- --------------------------------------- EXHIBIT 11: COMPUTATION OF EARNINGS PER SHAREDigital Systems International Inc • November 14th, 1996 • Telephone & telegraph apparatus
1 EXHIBIT 10.20 FIRST AMENDMENT TO SUBLEASE AGREEMENT THIS AMENDMENT (the "Amendment") entered into as of the 8th day of September, 1994, between COMPUTER ASSOCIATES INTERNATIONAL, INC., (hereinafter called "Sublandlord"), as successor-in-interest to...Sublease Agreement • March 13th, 1998 • Mosaix Inc • Services-computer programming services
BY AND AMONGAgreement and Plan of Merger • April 16th, 1999 • Mosaix Inc • Services-computer programming services • New York
RECITALSDevelopment Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1ST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 1999 • Mosaix Inc • Services-computer programming services
1 EXHIBIT 99.2 [DAIN BOSWORTH LETTERHEAD] Digital Systems International, Inc. 6464-185th Avenue North East Redmond, Washington 98052 Attention: Patrick Howard Chairman and Chief Executive Officer Dear Mr. Howard: This letter agreement serves to...Digital Systems International Inc • November 26th, 1996 • Telephone & telegraph apparatus
As of the Effective Date, Executive shall be granted incentive stock options and/or nonqualified stock options to purchase shares of common stock of the Company, issued to replace options previously granted to Executive by ViewStar, pursuant to the...Executive Employment Agreement • March 13th, 1998 • Mosaix Inc • Services-computer programming services • California
E. As a condition to the parties' entering into the Merger Agreement, ViewStar has required that the Digital Shareholders agree, and Digital has required that the ViewStar Shareholders agree, and the Digital Shareholders and the ViewStar Shareholders...Shareholders Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1 EXHIBIT 10.26 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 28th day of April, 1998, between THEODORE MANAKAS, a Washington resident ("Executive"), and MOSAIX, INC., a Washington corporation ("Company"). IN CONSIDERATION of the mutual...Employment Agreement • March 12th, 1999 • Mosaix Inc • Services-computer programming services • Washington
1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 5th day of February, 1998, between NICHOLAS A. TILIACOS, a Washington resident ("Executive"), and MOSAIX, INC., a Washington corporation ("Company"). IN CONSIDERATION of the mutual...Employment Agreement • March 13th, 1998 • Mosaix Inc • Services-computer programming services • Washington
CORPORATE FINANCE DEPARTMENT September 20, 1996 PRIVILEGED AND CONFIDENTIAL Digital Systems International, Inc. 6464 185th Avenue North East Redmond, WA 98052 Attention: Patrick Howard Chairman of the Board and CEO Dear Mr. Howard: By this letter...Digital Systems International Inc • November 26th, 1996 • Telephone & telegraph apparatus • Minnesota
AGREEMENTMosaix Inc • June 22nd, 1999 • Services-computer programming services • New York
