Exhibit 10.5 ESCROW AGREEMENT ESCROW AGREEMENT, dated April 20, 1999 between Saf-T-Lok, Incorporated, a Florida corporation (the "Company"), Alexander, Wescott & Co., Inc. (the "Placement Agent") and Chase Manhattan Bank, as escrow agent ("the Escrow...Escrow Agreement • August 16th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • New York
STOCK OPTION AGREEMENTStock Option Agreement • January 29th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 26, 2000, by and among Saf T Lok Incorporated, a Florida corporation, with headquarters located at 1101 Northpoint Parkway, West Palm Beach, Florida 33407...Securities Purchase Agreement • August 10th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Delaware
RECITALSSaf T Lok Inc • August 16th, 1999 • Cutlery, handtools & general hardware
Registration Rights Agreement) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 26, 2000, by and among Saf T Lok Incorporated, a Florida corporation, with headquarters at 1101 Northpoint Parkway, West...Registration Rights Agreement • August 10th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Delaware
AGREEMENT ---------Stock Option Agreement • October 15th, 1997 • Saf T Lok Inc • Services-prepackaged software • Florida
EXHIBIT 10.4 ------------ TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT dated as of May 18, 1999 (the "Agreement") is entered into by and between Saf T Lok Incorporated, a Florida corporation ("STL") and Empire Consulting...Termination Agreement • June 4th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • New York
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December _______, 1999, by and among Saf T Lok Incorporated, a Florida corporation, with headquarters located at 1101 Northpoint Parkway, West Palm...Securities Purchase Agreement • January 26th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Delaware
Exhibit 10.1 April 20, 1999 Alexander, Wescott & Co., Inc. 65 Wall Street, 21st Floor New York, New York 10005 RE: Agency Agreement Gentlemen: Saf T Lok Incorporated. ("LOCK"), formed under the Laws of the State of Florida (the "Company'), desires to...Saf T Lok Inc • August 16th, 1999 • Cutlery, handtools & general hardware • Florida
R E C I T A L SSaf T Lok Inc • August 16th, 1999 • Cutlery, handtools & general hardware • Florida
EXHIBIT 4. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made this ___ day of February, 1996 by and between RGB COMPUTER & VIDEO, INC., a Florida corporation (the "Company"), SAF T LOK CORPORATION, a Florida corporation ("STL"), and FRANK W. BROOKS (the...Employment Agreement • April 15th, 1997 • RGB Computer & Video Inc • Services-prepackaged software • Florida
Agreement ---------Stock Pledge Agreement • May 20th, 1998 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is effective as of the 23rd day of October, 1997, between SAF T LOK INCORPORATED, a Florida corporation (the "Company"), and DENNIS W. DECONCINI (the "Optionee"). Background ----------Stock Option Agreement • January 29th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
EXHIBIT 5. MODIFICATION TO EMPLOYMENT AGREEMENT THIS MODIFICATION TO EMPLOYMENT AGREEMENT, effective the 12th day of February, 1996, by and between RGB COMPUTER & VIDEO, INC. whose address is 4152 Blue Heron Blvd., Suite 118, Riviera Beach, FL 33404,...Employment Agreement • April 15th, 1997 • RGB Computer & Video Inc • Services-prepackaged software
Agreement ---------Stock Option Agreement • January 18th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
UNDERTAKING -----------Saf T Lok Inc • May 20th, 1998 • Cutlery, handtools & general hardware • New York
EXHIBIT 8. VOTING TRUST AGREEMENT THIS AGREEMENT effective this 13th day of february, 1996, by and between FRANK BROOKS, shareholder of certain option rights to acquire up to One Million (1,000,000) shares of RGB Computer & Video, Inc. ("RGB" or...Voting Trust Agreement • April 15th, 1997 • RGB Computer & Video Inc • Services-prepackaged software • Florida
Agreement ---------Stock Option Agreement • January 18th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
EXHIBIT 15. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made this 29th day of November, 1996 by SAF T LOK INCORPORATED, a Florida corporation (the "Company"), in favor of MOYLE, FLANIGAN, KATZ, KOLINS, RAYMOND & SHEEHAN, P.A., a Florida professional...Stock Option Agreement • April 15th, 1997 • RGB Computer & Video Inc • Services-prepackaged software
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December ________, 1999, by and among Saf T Lok Incorporated, a Florida corporation, with headquarters at 1101 Northpoint Parkway, West Palm Beach...Registration Rights Agreement • January 26th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Delaware
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE -------------------------------------- (a) Subscription. The Buyer (and each of them) represent that it qualifies ------------ under Regulation S to purchases shares of Common Stock of Seller and agrees to...Securities Subscription Agreement • November 14th, 1997 • Saf T Lok Inc • Services-prepackaged software
Exhibit 99.8 FINANCIAL CONSULTING AGREEMENT AGREEMENT made this 13th day of October 1997 by and between A.B. & Associates Inc. (herein referred to as "Consultant"), and Saf-T-Lok, Inc., with offices at 28245 S.E. Federal Highway, Tequesta, Florida...Financial Consulting Agreement • February 11th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • New York
EXHIBIT 99.2 PLACEMENT AGREEMENT ------------------- AGREEMENT AND ADDENDUM ("Agreement") executed as of this 13th day of October, 1997, by and BETWEEN SAF T LOK INCORPORATED, a Florida corporation (the "Company"), and STATE STREET SECURITIES, INC...Placement Agreement • November 14th, 1997 • Saf T Lok Inc • Services-prepackaged software • New York
AGREEMENTPlacement Agency Agreement • August 10th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Georgia
Exhibit 10.4 AGREEMENT ---------4 Agreement • May 20th, 1998 • Saf T Lok Inc • Cutlery, handtools & general hardware • New York
Exhibit 99.9 FINANCIAL PUBLIC RELATIONS AGREEMENT This FINANCIAL PUBLIC RELATIONS AGREEMENT ("Agreement") is entered into as of October 24, 1997 by and between Marketing Direct Concepts, a Nevada Corporation, located at 333 N. Rancho, Suite 900, Las...Financial Public Relations Agreement • February 11th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware
Agreement ---------Stock Option Agreement • January 18th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
Agreement ---------Stock Option Agreement • January 18th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Florida
AGREEMENT:Stock Option Agreement • January 29th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware
WITNESSETH:Placement Agency Agreement • January 26th, 2000 • Saf T Lok Inc • Cutlery, handtools & general hardware • Georgia
MUTUAL RELEASE -------------- (United)Saf T Lok Inc • June 4th, 1999 • Cutlery, handtools & general hardware • New York
This Mutual Release is being made in New York and is to be governed by the laws of such jurisdiction. Any dispute arising hereunder shall be resolved in the courts of such state.
AMENDMENT TO AND TERMINATION OF NON-EXCLUSIVE DISTRIBUTION AND PRICING AGREEMENT ------------------------------------------------Stock Pledge Termination Agreement • June 4th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware • New York
AGREEMENT:Stock Option Agreement • January 29th, 1999 • Saf T Lok Inc • Cutlery, handtools & general hardware
EXHIBIT 99.4 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT ------------------------------------------ THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT dated as of October 29, 1997 (this "Agreement") is executed in reliance upon the transaction exemption...Offshore Securities Subscription Agreement • November 14th, 1997 • Saf T Lok Inc • Services-prepackaged software
MUTUAL RELEASE --------------Saf T Lok Inc • June 4th, 1999 • Cutlery, handtools & general hardware • New York
This Mutual Release is being made in New York and is to be governed by the laws of such jurisdiction. Any dispute arising hereunder shall be resolved in the courts of such state.
