Exhibit 10.2 ESCROW AGREEMENT ESCROW AGREEMENT (the "Escrow Agreement") made as of the 12th day of January, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), the Sellers listed on Schedule A attached hereto (each a...Escrow Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of January 11, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation ("Company"), the subsidiaries of the Company listed on Schedule A attached hereto and...Security Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 12th day of January 20045 by and between VERTEX INTERACTIVE, INC., a New Jersey corporation (the "Employer") and Brad L. Leonard, residing at 1801...Employment Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
ARTICLE I PURCHASE, SALEStock Purchase Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 11, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation, with headquarters located at 3619 Kennedy Road, South...Securities Purchase Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 11, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation with its headquarters located at 3619 Kennedy Road, South...Registration Rights Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.12 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of January 11, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), the subsidiaries of the...Intellectual Property Security Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.13 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of January 11, 2005, among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), Nicholas R. Toms (the "Pledgor"), and the pledgees...Guaranty and Pledge Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY...Vertex Interactive Inc • January 18th, 2005 • Services-prepackaged software • New York
Exhibit 4.9 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY...Vertex Interactive Inc • January 18th, 2005 • Services-prepackaged software • New York
Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY...Vertex Interactive Inc • January 18th, 2005 • Services-prepackaged software • New York
3619 Kennedy Road South Plainfield, New Jersey 07080 Telephone +1 (0) 908 756 2000 Fax +1 (0) 908 756 9242 January 12, 2005 IMC Development Group c/o Mr. Peter Ayling Dear Peter In connection with the acquisition of the Cape Systems Group ("Cape") by...Vertex Interactive Inc • January 18th, 2005 • Services-prepackaged software
