EXHIBIT 10.20 CONSULTING AGREEMENT --------------------- This agreement is entered into, effective November 1, 2003, by and between, Winston Johnson (hereinafter referred to as "Consultant") and FoneFriend, Inc., a Delaware corporation (hereinafter...Consulting Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
IJNT.net, INC. 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is made and entered into as of the date of grant set forth below (the "Date of Grant") by and between IJNT.net, Inc., a Delaware...Stock Option Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks • California
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ------------------------------------------------- This Amended and Restated Agreement and Plan of Merger (this "AGREEMENT") is made, executed and entered into as of June 12, 2002, by and...Agreement and Plan of Merger • December 5th, 2002 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
ARTICLE 1 DEFINITIONSWarrant Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.10 INVESTMENT AGREEMENTInvestment Agreement • February 27th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • Massachusetts
OFUniversal Broadband Networks Inc • August 16th, 2000 • Blank checks • New York
RECITALS:Consulting Services Agreement • January 26th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of August 2, 2000, among Universal Broadband Networks, Inc., a Delaware corporation (the "COMPANY"), and the investors signatory hereto...Registration Rights Agreement • August 16th, 2000 • Universal Broadband Networks Inc • Blank checks • New York
Registration Rights Agreement (the "Agreement"), dated as of February 25, --------- 2004, by and between FoneFriend, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at with its principal executive...Registration Rights Agreement • February 27th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • Massachusetts
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES...Universal Broadband Networks Inc • August 16th, 2000 • Blank checks
EXHIBIT 4.10 FORM OFStock Purchase Agreement • September 12th, 2000 • Universal Broadband Networks Inc • Blank checks • California
CONSULTANT AGREEMENT This Agreement ("Agreement") is made and entered into as of the 17th day of May, 2004, by and between FoneFriend, Inc., a Delaware corporation (the "Company") and Equity Market Information Systems, Inc., a California corporation...Consultant Agreement • May 18th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone)
RECITALS: ---------Credit Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks • New York
Exhibit 10.12 PLACEMENT AGENT AGREEMENT Dated as of: February 25, 2004. The undersigned, FoneFriend, Inc., a Delaware corporation (the "COMPANY"), hereby agrees with Charleston Capital Corporation, a Florida corporation (the "PLACEMENT AGENT") and...Placement Agent Agreement • February 27th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • Delaware
UNIT PURCHASE AGREEMENT DATED AS OF JULY 21, 2000Unit Purchase Agreement • August 16th, 2000 • Universal Broadband Networks Inc • Blank checks • New York
AGREEMENT ---------Employment Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks • California
EXHIBIT 10.24 MARKETING AND SERVICES AGREEMENT AGREEMENT REGARDING SERVICE ARRANGEMENTS AND OTHER PERFORMANCES BETWEEN: FoneFriend, Inc. ----------------- --------------------------------------------------------------- (herein referred to as the...Stock Acquisition Agreement • June 9th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
ARTICLE I CERTAIN DEFINITIONSRegistration Rights Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks • New York
EXHIBIT 10.14 AGREEMENT TO ENGAGE DANZIG LTD. BUSINESS CONSULTANT FOR FONEFRIEND, INC. JANUARY 15, 2004 I. ENGAGEMENT ---------- FONEFRIEND, INC. ("FFRD") hereby engages and retains Danzig Ltd. ("Danzig") as a Business Consultant for and on behalf of...Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone)
This Services Agreement (this "Agreement"), dated as of December ___, 2003, --------- is by and between FoneFriend, Inc., a Delaware corporation having offices located at 2722 Loker Avenue W., Suite G, Carlsbad, California 92008 (the "Company"), and...Services Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into and effective as of the 21st day of November, 2002, by and between FoneFriend, Inc., a Delaware corporation formerly known as Universal Broadband Networks, Inc. (the...Employment Agreement • January 26th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into and effective as of the 21st day of November, 2002, by and between FoneFriend, Inc., a Delaware corporation formerly known as Universal...Employment Agreement • July 16th, 2003 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
FIRST AMENDEMENT TO THE CONSULTING AGREEMENT COMES NOW, Gary Rasmussen ("Consultant") on one hand and FoneFriend, Inc. ("Company") on the other and for the First Amendment to the Consulting Agreement ("Amendment") the parties hereto state as follows:...Consulting Agreement • January 26th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone)
Exhibit 10.4 Indemnification Agreement with Jackelyn Giroux INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement (the "Agreement") is made and entered into as of November 20, 2002, by and between FoneFriend, Inc., a...Indemnification Agreement • July 16th, 2003 • Fonefriend Inc • Telephone communications (no radiotelephone) • Delaware
FIRST AMENDEMENT TO EMPLOYMENT AGREEMENT COMES NOW, Jackelyn Giroux ("Employee") on one hand and FoneFriend, Inc. ("Company") on the other and for the First Amendment to the Employment Agreement ("Amendment") the parties hereto state as follows:...Employment Agreement • January 26th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone)
Exhibit 10.7 Indemnification Agreement with Gary A. Rasmussen INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made and entered into as of November 20, 2002, by and between FoneFriend, Inc., a Delaware corporation (the...Indemnification Agreement • July 16th, 2003 • Fonefriend Inc • Telephone communications (no radiotelephone) • Delaware
AMONGPreferred Stock Purchase Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks • New York
WITNESSTHConsultantcy Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone)
LEASE YEAR MONTHLY BASE RENT 1 $7,973.20 ($3.10/RSF/mo.) 2 $8,101.80 ($3.15/RSF/mo.) 3 $8,230.40 ($3.20/RSF/mo.) 4 $8,359.00 ($3.25/RSF/mo.) 5 $8,487.60 ($3.30/RSF/mo.)Letter Agreement • July 10th, 2000 • Ijnt Net Inc • Blank checks
EXHIBIT 10.15 January 19, 2004 CONFIDENTIAL ------------ FoneFriend, Inc. Attn: Jackelyn Giroux, President 2722 Loker Avenue, Ste G Carlsbad, California 92008 VIA FACSIMILE 509-691-4251 -------------------------- Dear Ms. Giroux: This letter agreement...Letter Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.5 Indemnification Agreement with Edward N. Jones INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made and entered into as of November 20, 2002, by and between FoneFriend, Inc., a Delaware corporation (the...Indemnification Agreement • July 16th, 2003 • Fonefriend Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 4B COMMON STOCK PURCHASE WARRANT SHARES AGGREGATE EXERCISE Date of Issuance: January 4, 2000 Certificate No. W-0______ For value received, IJNT.NET, INC., a Delaware corporation (the "Company"), hereby grants to ______________________ or its...Common Stock Purchase Warrant • January 19th, 2000 • Ijnt Net Inc • Blank checks • Delaware
EXHIBIT 10.17 MEDIA PRODUCTION AGREEMENT -------------------------- This Media Production Agreement ("Agreement") is entered into as of the __ day of February, 2004, (the "Effective Date") by and between The Bulletin Board Productions, LLC., a Florida...Media Production Agreement • April 2nd, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is entered into as of the 2nd day of July, 2004, by and between FoneFriend, Inc., a Delaware corporation ("Seller") and YAP International, Inc., a Nevada corporation ("Purchaser")....Asset Purchase Agreement • July 16th, 2004 • Fonefriend Inc • Telephone communications (no radiotelephone) • California
WHEREAS, Seller has entered into a certain Technology License Agreement, dated April 30, 2001, with FoneFriend Systems, Inc., a District of Columbia corporation ("FSI"), whereby FSI granted Seller a license to utilize FSI's patented technology (Voice over Internet Telephony, patent attached), which Seller intended to use to commercialize an Internet Telephony product known as the "FoneFriend"; and
a) The Closing. The Company agrees to issue and sell to the Investors, ----------- and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investors, severally but not jointly, agree to...Common Stock Purchase and Subscription Agreement • January 19th, 2000 • Ijnt Net Inc • Blank checks • Delaware
