SPACELY LLC 345 PARK AVENUE NEW YORK, NEW YORK 10154Vizacom Inc • August 15th, 2002 • Services-prepackaged software
GUARANTYVizacom Inc • November 15th, 2000 • Services-prepackaged software
WHEREAS, PWR Systems, Inc. (hereinafter called the "Borrower"), desires to transact business with and to obtain credit or a continuation of credit or other financial accommodations from THE CHASE MANHATTAN BANK, a New York banking corporation (hereinafter called the "Bank"); and
M.S. Farrell & Co., Inc. 67 Wall Street New York, New York 10005 ------------------------------------------- Tel 212-495-5304 Fax 212-855-6480 Email rlk1@idt.net November 20, 1997 VIA TELEFAX AND OVERNIGHT COURIER Barry Cinnamon President Software...Software Publishing Corp Holdings Inc • April 16th, 1998 • Services-prepackaged software • New York
Exhibit 10.5 AMENDMENT NO. 2 to EXECUTIVE EMPLOYMENT AGREEMENTS This Amendment No. 2 is made on August 23, 2002, among Vizacom Inc., a Delaware corporation ("Company"), PWR Systems, Inc. ("PWR"), a Delaware corporation, and Vincent DiSpigno, an...Employment Agreement • November 14th, 2002 • Vizacom Inc • Services-prepackaged software
EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 27th day of March, 2000 by and between Vizacom Inc., a Delaware corporation (the "Company"), and David N. Salav, an individual residing at 156 Dari Drive, Holbrook, New York 11741 (hereinafter...Employment Agreement • April 4th, 2000 • Vizacom Inc • Services-prepackaged software • New York
AGREEMENTAgreement • January 30th, 2001 • Vizacom Inc • Services-prepackaged software • New York
ESCROW AGREEMENT ---------------- AGREEMENT ("Agreement"), made as of the 2nd day of January, 2001, by and among Salomon Grey Financial Corporation ("Consultant"), with an office at 5430 LBJ Freeway, Suite 1626, Dallas, Texas 75240, Vizacom Inc., a...Escrow Agreement • January 11th, 2001 • Vizacom Inc • Services-prepackaged software • New York
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2, dated as of January 10, 2001 (the "Amendment"), to the Agreement and Plan of Merger, dated February 28, 2000 (the "Agreement"), among Vizacom Inc., a Delaware corporation ("Buyer"),...Agreement and Plan of Merger • January 11th, 2001 • Vizacom Inc • Services-prepackaged software • New York
SECURITY AGREEMENT SECURITY AGREEMENT made this 14th day of September, 2001 by and between Vizacom Inc. ( "Debtor"), a Delaware corporation with its principal place of business located at 3512 Veterans Memorial Highway, Bohemia, New York 11716, and...Security Agreement • November 7th, 2001 • Vizacom Inc • Services-prepackaged software • New York
ALLEGRO NEW MEDIA, INC. 111 North Market Street San Jose, California 95113 (408) 537-3000Letter Agreement • April 15th, 1997 • Allegro New Media Inc • Services-prepackaged software
Exhibit 10.8 SETTLEMENT AGREEMENT This Agreement (hereinafter, the Agreement") is effective as of October 1, 2002 by and between Serif Holdings Limited, an English corporation with its principal place of business at The Software Centre, Unit 12,...Settlement Agreement • November 14th, 2002 • Vizacom Inc • Services-prepackaged software • New York
Business Day" any day (other than Saturday or Sunday) on which clearing banks in London are open for a full range of banking transactions "the Company" Junction 15 Limited, registered number 3113286 "Completion" completion of the sale and purchase in...Agreement • March 21st, 2000 • Vizacom Inc • Services-prepackaged software
AMENDMENT NO. 1 TO LOAN AGREEMENT --------------Loan Agreement • November 7th, 2001 • Vizacom Inc • Services-prepackaged software • New York
Exhibit 10.3 ESCROW AGREEMENT ESCROW AGREEMENT, dated as of December 28, 2001 (the "Escrow Agreement"), by and among VIZACOM INC., a Delaware corporation ("Vizacom"), THE STOCKHOLDERS OF SPACELOGIX WHOSE SIGNATURES APPEAR ON THE SIGNATURE PAGE HEREOF...Escrow Agreement • January 14th, 2002 • Vizacom Inc • Services-prepackaged software • New York
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 is dated as of September 28, 2001 (the "Amendment") and is made among Vizacom Inc., a Delaware corporation ("Buyer"), PWR Acquisition Corp., a Delaware corporation and a wholly owned...Agreement and Plan of Merger • October 19th, 2001 • Vizacom Inc • Services-prepackaged software
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 1998 • Software Publishing Corp Holdings Inc • Services-prepackaged software • New York
Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of November 20, 2001, between Vizacom Inc., a Delaware corporation (the "Company") and Andrew Edwards (the "Stockholder"). WHEREAS, this Agreement has been entered into...Registration Rights Agreement • January 14th, 2002 • Vizacom Inc • Services-prepackaged software • New York
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of October 23, 1997, by and among Software Publishing Corporation Holdings, Inc., a Delaware...Registration Rights Agreement • November 14th, 1997 • Software Publishing Corp Holdings Inc • Services-prepackaged software • New York
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), is made and entered into as of the 8th day of January, 2000, between Vizacom Inc., a Delaware corporation (the "Company"), Arel AMG, Inc., a Delaware corporation (the "Consultant") and...Consulting Agreement • April 14th, 2000 • Vizacom Inc • Services-prepackaged software • New York
PURCHASE OPTION For the Purchase of _________ Shares of Common Stock of SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. (F/K/A) ALLEGRO NEW MEDIA, INC. (A Delaware Corporation) No. PO __Software Publishing Corp Holdings Inc • April 17th, 1998 • Services-prepackaged software • New York
December 28, 2001 Kaufman & Moomjian, LLC 50 Charles Lindbergh Blvd. Suite 206 Mitchel Field, New York 11553 Attention: Neil M. Kaufman, Esq. Dear Mr. Kaufman: This letter shall serve to evidence the agreement by Kaufman & Moomjian, LLC ("K&M") to...Vizacom Inc • January 14th, 2002 • Services-prepackaged software
This letter shall serve to evidence the agreement by Kaufman & Moomjian, LLC ("K&M") to defer payment of the first two installments under the promissory note, dated September 30, 2001, made by Vizacom Inc. (the "Company") in K&M's favor in the aggregate principal amount of $439,654.85 (the "Note"), until the earlier of (i) March 1, 2002, or (ii) the date of the first closing under a private placement of the Company's common stock, par value $.001 per share, to accredited investors as contemplated by the Letter of Intent dated September 7, 2001, between SpaceLogix, Inc. and the Company (the "Private Placement"). Interest shall continue to accrue during the deferment period. K&M also agrees to reduce the prepayment due to K&M under the Note upon the closing of the Private Placement from $150,000 to $125,000.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • November 7th, 2001 • Vizacom Inc • Services-prepackaged software • New York
EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 27th day of March, 2000 by and between Vizacom Inc., a Delaware corporation (the "Company"), and Vincent DiSpigno, an individual residing at 16 Amboy Lane, Lake Grove, New York 11755 (hereinafter...Employment Agreement • April 4th, 2000 • Vizacom Inc • Services-prepackaged software • New York
VIZACOM INC. Glenpointe Center East 300 Frank W. Burr Boulevard Teaneck, New Jersey 07666 Tel: (201) 928-1001 Facsimile: (201) 928-1003 June 16, 2000 RELEASE AND SEPARATION AGREEMENT -------------------------------- Dear Mr. Schulman: This letter sets...Separation Agreement • June 21st, 2000 • Vizacom Inc • Services-prepackaged software • New Jersey
CONSULTING AGREEMENT AGREEMENT, dated July 25, 1997, by and between SOFTWARE PUBLISHING CORPORATION, a Delaware corporation (the "Company") and Daniel J. Fraisl, an individual residing at 13500 Sarah View Drive, Saratoga, California 95070 (the...Consulting Agreement • August 19th, 1997 • Allegro New Media Inc • Services-prepackaged software • California
Amendment No. 7 to Employment AgreementEmployment Agreement • April 15th, 1997 • Allegro New Media Inc • Services-prepackaged software
AGREEMENTAgreement • November 5th, 1996 • Allegro New Media Inc • Services-prepackaged software • New Jersey
SUBLEASE --------Vizacom Inc • April 16th, 2002 • Services-prepackaged software • New York
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 1998 • Software Publishing Corp Holdings Inc • Services-prepackaged software • New York
LOAN AGREEMENT -------------- This Loan Agreement ("Loan Agreement") dated as of September 14, 2001 between SpaceLogix, Inc., a Delaware corporation having its principal place of business at 500 Fifth Avenue, New York, NY 10176 (the "Lender") and...Loan Agreement • November 7th, 2001 • Vizacom Inc • Services-prepackaged software • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 21st, 2001 • Vizacom Inc • Services-prepackaged software • New York
1 Exhibit 10.42 CONSULTING AGREEMENT AGREEMENT, dated May 1, 1996, by and between ALLEGRO NEW MEDIA, INC., a Delaware corporation (the "Company") and Clifford J. Schorer, Jr., an individual with a place of business at c/o BizEd Inc., 7 Riverside Road,...Consulting Agreement • April 15th, 1997 • Allegro New Media Inc • Services-prepackaged software • New York
Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT The undersigned, Vizacom, Inc. ("Company") and American Stock Transfer & Trust Company ("AST") do hereby amend that certain Rights Agreement (the "Right Agreement") dated March 31, 1998 between Company & AST...Rights Agreement • August 16th, 2002 • Vizacom Inc • Services-prepackaged software
WARRANTSoftware Publishing Corp Holdings Inc • June 8th, 1999 • Services-prepackaged software • New York
GUARANTYGuaranty • November 15th, 2000 • Vizacom Inc • Services-prepackaged software
