Contract (August 26th, 2005)

Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this 17th day of August, 2005, between Robocom Systems International, Inc., a New York corporation (the "Company"), and Irwin Balaban ("Balaban"), Lawrence Klein ("Klein") and Herbert Goldman ("Goldman", Balaban, Klein and Goldman, are referred to herein, collectively, as the "Indemnitees", and each individually, as an "Indemnitee"). WHEREAS, Indemnitees are principal shareholders of the Company; WHEREAS, each Indemnitee executed, with respect to Section 7.01 and Article X only, that certain Asset Purchase Agreement by and between the Company and Avantce RSI, LLC, a Delaware limited liability company ("Avantce"), dated as of August 17, 2005 (the "Purchase Agreement"), pursuant to which the Indemnitees have agreed, sub

Contract (September 29th, 2004)

Exhibit 10.1 NORTH FORK BANK PROMISSORY NOTE PRINCIPAL: $500,000.00 DATE: September 27, 2004 PROMISE TO PAY: The undersigned, jointly and severally if more that none signer, does herby promise to pay to the order of NORTH FORK BANK (the "Bank") at its offices at 245 Love Lane, Mattituck, New York, or at any of its branches, the sum of FIVE HUMDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS or the aggregate unpaid principal amount of all advances made to the undersigned by the Bank, whichever is less, plus the interest thereon, from the date hereof in the manner set below. RATE AND PAYMENT: Interest only on the unpaid principal balance hereof at the rate of North Fork Bank's Prime Rate plus 1.00% payable on October 1, 2004 and on the first day of each month thereafter until August 1, 2005, when all unpaid principal and interest shall be due in full. All interest payments shall be made b

Contract (September 29th, 2004)

Exhibit 10.5 NORTH FORK BANK Date: September 27, 2004 275 Broad Hollow Rd Borrower(s): ROBOCOM SYSTEMS INTERNATIONAL INC. Melville, New York 11747 Guarantor(s): HERBERT GOLDMAN PERSONAL GUARANTY OF ALL LIABILITY In this Guaranty the words, I, me, my and mine mean each and all of us who signed it and our successors and assigns. The words you and yours mean NORTH FORK BANK, and its successors, subsidiaries, endorsees and assigns. GUARANTY: I hereby guaranty to you the prompt and unconditional payment of claims of every nature you have against ROBOCOM SYSTEMS INTERNATIONAL INC. (each and all of whom are called "Borrower") and every obligation and liability of Borrower to you, which will be called "Obligations." Obligations means all items described below. OBLIGATIONS: Obligations means all amounts due to you of any nature, whether they already exist, are incurred at this time, or are incurred in the f

Contract (September 29th, 2004)

Exhibit 10.2 NORTH FORK BANK SUBORDINATION AGREEMENT AND ASSIGNMENT In order in induce North Fork Bank (which together with its successors, endorsees and assigns is hereinafter called the "Bank") having a place of business at 245 Love Lane, Mattituck, New York, to make such advances, loans, extensions of credit, directly or indirectly to ROBOCOM SYSTEMS INTERNATIONAL INC. (hereinafter, whether one or more called the "Debtor") and to grant to the Debtor such renewals, extensions, forbearances, release of collateral or other relinquishments of rights as the Bank may deem advisable, and for other valuable considerations, the receipt of which is hereby acknowledged, BASEBOARD INVESTMENTS LLC (hereinafter, whether one or more, called the "Creditor") and the Debtor hereby agree with the Bank as Follows: 1. All claims and demands, and all interest heretofore or hereafter accrued thereon, which the Creditor now has or may hereafte