EXHIBIT 10.5 LEASE AGREEMENT 1. PARTIES. This Lease, dated as of this 26th day of June, is made by and between Charles W. Hurt (herein called "Lessor") and Value AMERICA (herein called "Lessee"). 2. PREMISES. Lessor does hereby lease to Lessee and...Lease Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
COMMON STOCKValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 13th day of November, 1997, by and between VALUE AMERICA, INC., a Virginia corporation (the "Company"), and Dean McWhorter Johnson (the "Executive"). In consideration of...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.35 VALUE AMERICA, INC. STOCK PURCHASE AGREEMENT ------------------------------------------ 205,993 SHARES OF COMMON STOCK Dated as of June 26, 1998 TABLE OF CONTENTSStock Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
COMMON STOCKValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
Exhibit 10.21 EMPLOYMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of October 5, 1998, between Value America, Inc., a Virginia corporation (the "Company") and Glenda Dorchak, residing at 3290 Sandown Place, Keswick, Virginia (the "Executive")....Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.33 VALUE AMERICA, INC. PREFERRED STOCK PURCHASE AGREEMENT 617,979 SHARES OF 5% CUMULATIVE CONVERTIBLE SERIES B PREFERRED STOCK Dated as of June 26, 1998 TABLE OF CONTENTSPreferred Stock Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.30 CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement"), dated as of November 18, 1998, between Value America, Inc., a Virginia corporation (the "Company"), and the Union Labor Life Insurance Company, a Maryland corporation acting on...Consulting Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.8 Use for Merchants Which Clear Through Wachovia Bank, N.A. FIRST DATA MERCHANT SERVICES, CORP./WACHOVIA BANK, N.A. ASSIGNMENT, PLEDGE AND SUBORDINATION AGREEMENT This Assignment, Pledge and Subordination Agreement (the "Assignment"), is...Subordination Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 1st day of August, 1997, by and between VALUE AMERICA, INC., a Nevada corporation (the "Company"), and John L. Motley (the "Executive"). In consideration of the mutual...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
VOTING AGREEMENTVoting Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.28 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 12, 1999, by and among VALUE AMERICA, INC., a Virginia corporation...Registration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
EXHIBIT 10.6 PROFESSIONAL SERVICES AGREEMENT _____________________________________ www.bdsinc.com The Professional Services Agreement by and between Business Data Services, Inc. (BDS) and Value America ("Client") sets forth the terms and conditions...Professional Services Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Connecticut
AGREEMENT This Agreement made this 3rd day of December, 1997, by and between Stephen S. Freedman, an individual doing business as Value America, with a principal place of business at 5115 Vernon Ridge Drive, Dunwoody, GA 30338 (hereinafter referred to...Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Georgia
EXHIBIT 10.26 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 3, 1998, by and between VALUE AMERICA, INC. (the "Company"), a Virginia corporation, and CAPITAL ADVISERS, L.L.C., a Virginia...Registration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 1st day of April, 1996, by and between VALUE AMERICA, INC., a Nevada corporation (the "Company"), and Joseph L. Page (the "Executive"). In consideration of the mutual...Employment Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
CONSENT AGREEMENT This Agreement made this 3rd day of December, 1997, by and between Stephen S. Freedman, an individual doing business as Value America, with a principal place of business at 5115 Vernon Ridge Drive, Dunwoody, GA 30338 (hereinafter...Consent Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.34 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT THIS PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT ("Agreement") is entered into as of January 12, 1999 by and among VALUE AMERICA, INC., a Virginia corporation (the "Company"), VULCAN...Preferred Stock and Warrant Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
R E C I T A LRegistration Rights Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
WITNESSETH:Value America Inc /Va • January 21st, 1999 • Retail-retail stores, nec • Virginia
No. B- FORM OF WARRANT TO PURCHASEWarrant Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.38 IBM CATEGORY PRESENTATION AGREEMENT [Value America The Living Store! logo] ------------------------------------------------------------------ -------------- The Living Store: Value America presents the merits of your company directly to...Presentation Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
VALUE AMERICA, INC. FORM OF DEVELOPMENTS, NONCOMPETE AND NONDISCLOSURE AGREEMENTValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec • Virginia
No. A- FORM OF WARRANT TO PURCHASEWarrant Purchase Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec
EXHIBIT 10.7 LOAN AGREEMENT GENERAL TERMS BORROWER: Value America, Inc. AMOUNT: $5,000,000 PURPOSE: Line of Credit to support letters of credit and vendor financing COMMITMENT FEE: $2,500.00 payable quarterly. LETTER OF CREDIT FEES: All letters of...Loan Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
LETTER OF CREDIT FEES: All letters of credit will carry a 0.75% annual fee (prorated for shorter periods). Minimum letter of credit fee will be $350.00 and maximum fee will be $10,000.00.
TENANT LEASETenant Lease • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Virginia
COMMON STOCKValue America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
EXHIBIT 10.36 TOSHIBA AMERICA INFORMATION SYSTEMS PRODUCT LISTING AGREEMENT [Value America The Living Store! logo] ---------------------------------------- ---------------------------------------- The Living Store: Value America presents the merits of...Value America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
Exhibit 10.39 HEWLETT-PACKARD PRODUCT LISTING AGREEMENT [Value America The Living Store! Logo] The Living Store: Value America presents the merits of your products directly to the consumer. Our dynamic multimedia category demonstrations effectively...Value America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
ANDAsset Collateral Agreement • January 21st, 1999 • Value America Inc /Va • Retail-retail stores, nec • Arizona
EXHIBIT 10.37 TOSHIBA AMERICA CONSUMER ELECTRONICS PRODUCT LISTING AGREEMENT [Value America The Living Store! logo] ---------------------------------------- ---------------------------------------- The Living Store: Value America is the ultimate home...Value America Inc /Va • January 21st, 1999 • Retail-retail stores, nec
Value America is the ultimate home shopping retailer. We prevail by presenting the merits of your products directly to the consumer. Value America's dynamic multimedia category demonstrations effectively reveal the features, benefits, style and value of every product we sell.
