FINAL v4 -------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 1, 1999 (the "Effective Date"), is made by and between AVI MOSKOWITZ (hereinafter "Employee") and VIRTUAL COMMUNITIES INC., a Delaware corporation,...Employment Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services • New York
Exhibit 10(46) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of March 31, 2000 (this "Agreement"), by and among Virtual Communities, Inc., a Delaware corporation (the "Company"), and each of the...Registration Rights Agreement • May 5th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of November 3, 2000 (this "Agreement"), by and among Virtual Communities, Inc., a Delaware corporation (the "Company"), and each of the Purchasers listed on...Registration Rights Agreement • November 20th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
RECITALSLicense Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services • New York
EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, dated as of December 1, 1996, between Heurisitic Development Group, Inc. , a Delaware corporation (the "Company"), and Steven R. Gumins (the "Employee"). WHEREAS, the Company desires to obtain the services of...Executive Employment Agreement • December 11th, 1996 • Heuristic Development Group Inc • California
OFVirtual Communities Inc/De/ • May 5th, 2000 • Services-computer programming services • New York
Exhibit 10(14) Lease Agreement signed and entered into in Jerusalem, today May 19th, 1999Lease Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services
Option to Purchase _______Units HEURISTIC DEVELOPMENT GROUP, INC. Unit Purchase Option Dated: _____________ ___, 1997 THIS CERTIFIES THAT D.H. BLAIR INVESTMENT BANKING CORP. (herein sometimes called the "Holder") is entitled to purchase from HEURISTIC...Heuristic Development Group Inc • January 17th, 1997 • Services-computer programming services
WARRANT AGREEMENT AGREEMENT, dated as of this ____th day of ___________, 199_, by and among HEURISTIC DEVELOPMENT GROUP, INC., a Delaware corporation ("Company"), AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent"), and...Warrant Agreement • December 11th, 1996 • Heuristic Development Group Inc • New York
ESCROW AGREEMENT ----------------Escrow Agreement • December 11th, 1996 • Heuristic Development Group Inc • New York
Exhibit 10(41) Assignment Agreement This Agreement (the "Agreement") is made as of the 10th day of February, 2000, by and between Planet Communications Ltd., a company incorporated under the laws of the State of Israel with registered offices at 6...Assignment Agreement • May 5th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services
1,200,000 Units (each Unit consisting of (i) one share of Common Stock, par value $.01 per share; (ii) one redeemable Class A warrant to purchase one share of Common Stock and one redeemable Class B warrant and (iii) one redeemable Class B warrant)...Underwriting Agreement • January 31st, 1997 • Heuristic Development Group Inc • Services-computer programming services • New York
EXHIBIT 10(9) FRONTIER GLOBALCENTER [LOGO] MASTER SERVICE AGREEMENT NO. ___ This Master Services Agreement (this "Agreement") is entered into as the 15th day of March, 1998 ("Effective Date") by and between the entity indicated on the Services Order...Heuristic Development Group Inc • September 17th, 1999 • Services-computer programming services • California
AMENDMENT NO. 2 TOAgreement and Plan of Merger • January 4th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services
Option to Purchase _______Units HEURISTIC DEVELOPMENT GROUP, INC. Finder's Unit Purchase Option Dated: _____________ ___, 1997 THIS CERTIFIES THAT MARC GORLIN, (herein sometimes called the "Holder") is entitled to purchase from HEURISTIC DEVELOPMENT...Heuristic Development Group Inc • January 17th, 1997 • Services-computer programming services
EXHIBIT 10.1 iMediation Software License and Support Agreement ________________ ________________________________________________________________Software License Agreement • January 4th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
WARRANT AGREEMENT AGREEMENT, dated as of this 2nd day of December, 1996, by and among HEURISTIC DEVELOPMENT GROUP, INC., a Delaware corporation (the "Company"), AMERICAN STOCK TRANSFER & TRUST COMPANY as warrant agent (the "Warrant Agent"), and D.H....Warrant Agreement • December 11th, 1996 • Heuristic Development Group Inc • New York
OFVirtual Communities Inc/De/ • May 5th, 2000 • Services-computer programming services • New York
AUTOSKILL, INC. c/o Jeffrey Rubin 1500 Hempstead Turnpike East Meadow, New York 11554 August 10, 1998Heuristic Development Group Inc • August 13th, 1998 • Services-computer programming services
CONVERSION AGREEMENT THIS AGREEMENT, dated as of the 29th day of August, 1996 between Heuristic Development Group, Inc., a Delaware corporation (hereinafter called the "Company") and Nautilus Group Japan Ltd., a Delaware corporation (hereinafter...Conversion Agreement • December 11th, 1996 • Heuristic Development Group Inc
THIS AMENDMENT OF SHARE PURCHASE AGREEMENT (this "Amendment") is entered --------- into as of this 14th day of July, 2000, by and between VIRTUAL COMMUNITIES, INC., a Delaware corporation ("VCI"), CORTEXT LTD., an Israeli private company ---...Share Purchase Agreement • September 7th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services
Option to Purchase _______Units HEURISTIC DEVELOPMENT GROUP, INC. Unit Purchase Option Dated: _____________ ___, 1997 THIS CERTIFIES THAT D.H. BLAIR INVESTMENT BANKING CORP. (herein sometimes called the "Holder") is entitled to purchase from HEURISTIC...Heuristic Development Group Inc • December 11th, 1996
OFVirtual Communities Inc/De/ • May 5th, 2000 • Services-computer programming services • New York
Exhibit 10.(53) SHARE TRANSFER AGREEMENT This SHARE TRANSFER AGREEMENT (this "Agreement") is entered into as of the 14th day of July, 2000, by and between VIRTUAL COMMUNITIES, INC., a Delaware corporation, having an address at 589 8th Avenue New York,...Share Transfer Agreement • September 7th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services
EXHIBIT 10(19) EMPLOYMENT AGREEMENT This EMPLOYMENT Agreement (this "Agreement"), dated as of October 25, 1999 (the "Effective Date"), is made by and between Virtual Communities Inc., a Delaware Corporation with its principal place of business at 589...Employment Agreement • January 4th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
Exhibit 10(12) Lease Agreement --------------- Signed and entered into in Jerusalem on December 29th, 1998Lease Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services
EXHIBIT 10.2(a) INTERSHOP Communications Inc. 600 Townsend St., Top Floor, West San Francisco, CA 94103 [LOGO OF INTERSHOP COMMUNICATIONS APPEARS HERE] PARTNER AGREEMENT (U.S. And Canada Only) This Partner Agreement (the "Agreement") is entered into...Partner Agreement • January 4th, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
THIS LEASE is made and executed this first day of August, 1996 BETWEEN PAULIST PRODUCTIONS, Lessor (whether one or more), AND HEURISTIC DEVELOPMENT GROUP, Lessee (whether one or more), WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hereby...Lease • December 11th, 1996 • Heuristic Development Group Inc
RECITALS:Waiver and Release Agreement • November 21st, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
Exhibit 10(19) Employment Agreement -------------------- This Agreement is entered into in New York City, as of February __, 1999 By and between: Virtual Communities, Inc. A Delaware Corporation 151 West 25th Street New York, New York 10001...Employment Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services • New York
EXHIBIT 10(8) WEB DESIGN & DEVELOPMENT AGREEMENT This WEB DESIGN & DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of the 6th day of August, 1999 (the "Effective Date"), by and between VCI Community Solutions, Inc. a Delaware...Development Agreement • September 17th, 1999 • Heuristic Development Group Inc • Services-computer programming services • New York
Heuristic Development Group, Inc. 17575 Pacific Coast Highway Pacific Palisades, California 90272 November 27, 1996 Nautilus Group Japan, Ltd. P.O. Box 3090 Boynton Beach, Florida 33424 Dear Sir or Madam: Reference is made to the Assignment (the...License Agreement • December 11th, 1996 • Heuristic Development Group Inc
RECITALS:Agreement and Plan of Merger • August 12th, 1999 • Heuristic Development Group Inc • Services-computer programming services • New York
INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, made and entered into this ___ day of ________, 1996 ("Agreement"), by and between Heuristic Development Group, Inc., a Delaware corporation (the "Corporation"), and________ ("Indemnitee")....Indemnification Agreement • December 11th, 1996 • Heuristic Development Group Inc • Delaware
Exhibit 10.54 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is dated as of November 3, 2000 (this "Agreement"), by and among Virtual Communities, Inc., a Delaware corporation (the "Pledgor"), the entities listed on Exhibit A attached hereto (collectively,...Pledge Agreement • November 21st, 2000 • Virtual Communities Inc/De/ • Services-computer programming services • New York
