RECITALSSeverance Agreement • June 27th, 2002 • Talk Visual Corp • Services-prepackaged software • Florida
Warrant #120400 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Warrant Agreement • April 3rd, 2001 • Talk Visual Corp • Services-prepackaged software
1 EXHIBIT 99.3Stock Option Agreement • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software • California
1 Exhibit 10.27 TERMINATION AGREEMENT This is a Termination Agreement between Legacy Software, Inc. ("Legacy") and IBM Corporation ("IBM"). WHEREAS, IBM and Legacy previously entered into a DA Development and Licensing Agreement dated November 16,...Termination Agreement • March 31st, 1997 • Legacy Software Inc • Services-prepackaged software • California
R E C I T A LPromissory Note • March 31st, 1997 • Legacy Software Inc • Services-prepackaged software
AGREEMENTAgreement • August 3rd, 2000 • Talk Visual Corp • Services-prepackaged software • Florida
AMONGMerger Agreement • September 25th, 1998 • Legacy Software Inc • Services-prepackaged software • Delaware
Exhibit 1.2 TALK VISUAL CORPORATION 3550 Biscayne Blvd., Suite 704 Miami, Florida 33137 (305) 572-0575Common Stock Purchase Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software
1 EXHIBIT 10.1 LEGACY SOFTWARE, INC. EMPLOYMENT AGREEMENT BY AND BETWEEN CAL C. MORRELL AND LEGACY SOFTWARE, INC.Employment Agreement • November 14th, 1996 • Legacy Software Inc • Services-prepackaged software • California
Exhibit 4.2 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stock Purchase Warrant • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 27, 2000 between Evertrend Holdings Limited ("Purchaser") and Talk Visual Corporation (the "Company"). WHEREAS, simultaneously with the execution and delivery of this...Registration Rights Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • New York
ARTICLE IEscrow Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • New York
1 EXHIBIT 99.9Stock Issuance Agreement • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software • California
1 EXHIBIT 99.5 FORM OF ADDENDUM TO STOCK OPTION AGREEMENT LIMITED STOCK APPRECIATION RIGHT 2 ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software
1 EXHIBIT 99.12 FORM OF STOCK PURCHASE AGREEMENT 2 LEGACY SOFTWARE, INC. STOCK PURCHASE AGREEMENT I hereby elect to participate in the Employee Stock Purchase Plan (the "ESPP") for the offering period specified below, and I hereby subscribe to...Stock Purchase Agreement • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software
1 EXHIBIT 99.11Employee Stock Purchase Plan Enrollment/Change Form • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software
ADDENDUM TO STOCK OPTION AGREEMENTAddendum to Stock Option Agreement • October 21st, 1996 • Legacy Software Inc • Services-prepackaged software
EMPLOYMENT SETTLEMENT AGREEMENT This Employment Settlement Agreement (this "Agreement") is by and between Talk Visual Corporation, a corporation organized and existing under the laws of the State of Nevada ("TVCP"), and Eugene Rosov, an individual...Employment Settlement Agreement • March 29th, 2002 • Talk Visual Corp • Services-prepackaged software • Florida
AGREEMENTAgreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • Florida
EXHIBIT 10.4 THE TALK VISUAL CORPORATION -ENTERTECH MEDIA GROUP JOINT VENTURE This agreement is entered into today the ___________________February 2000, by and between: TALK VISUAL CORPORATION of, 3550 Biscayne Blvd, Miami Fl. 33137, (referred to...Joint Venture Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • Nevada
WITNESSETH:Office Lease Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • Florida
EXHIBIT 10.2 PURCHASE AND ASSIGNMENT OF PROMISSORY NOTE THIS AGREEMENT AND ASSIGNMENT made this 10th day of May 2001. BETWEEN: HOWARD M. HACKER (the "Purchaser") - and - TALK VISUAL CORPORATION (the "Vendor") WITNESSES THAT: WHEREAS the Vendor is a...Purchase and Assignment of Promissory Note • June 21st, 2001 • Talk Visual Corp • Services-prepackaged software • Ontario
NOTE SECURED BY DEED OF TRUST (This Note Contains An Acceleration Clause) San Leandro, California $3,840,000.00 DATE: DECEMBER 22, 1997 In installments as herein stated, for value received, the undersigned, promise to pay to: BAR K, INC. A CALIFORNIA...Note Secured by Deed of Trust • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software
In installments as herein stated, for value received, the undersigned, promise to pay to: BAR K, INC. A CALIFORNIA CORPORATION. or order ("Lender"), at 432 Estudillo Avenue, San Leandro, CA 94577, or other place that may be designated by Lender through written notice to the undersigned. the sum of:
DEFINITIONSCommon Stock Purchase Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • New York
OEM AGREEMENTOem Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • England
EXHIBIT 10.3 SPECIAL ACKNOWLEDGMENT TO: Talk Visual Corporation FROM: Howard Hacker RE: Talk Visual Corporation ("TVCP") sale to Howard Hacker The sale by TVCP of 100 common shares and 500,000 preference shares in the capital of The Ontario...Special Acknowledgment • June 21st, 2001 • Talk Visual Corp • Services-prepackaged software
RE: Talk Visual Corporation ("TVCP") sale to Howard Hacker The sale by TVCP of 100 common shares and 500,000 preference shares in the capital of The Ontario International Property Corporation ("TOIPC")
RELEASE AGREEMENT This will confirm as of December 24th, 2001, Talk Visual Corporation hereby releases Yak Communications (USA), Inc., and Yak Communications (Canada) Inc., From all financial obligations and stock options and warrants and any other...Release Agreement • March 29th, 2002 • Talk Visual Corp • Services-prepackaged software
ContractAsset Purchase Agreement • November 5th, 2003 • TVC Telecom Inc • Services-prepackaged software • Florida
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of October 7, 2003, by and between Mateo Express, Inc., a New York corporation (Purchaser”), Mundo Express of NY, Ltd., a New York corporation (“Seller”) and Talk Visual Corporation, a Nevada corporation (the “Stockholder”).
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE VENDORPurchase Agreement • June 21st, 2001 • Talk Visual Corp • Services-prepackaged software • Ontario
EXHIBIT 10.6 STANDARD OFFICE BUILDING LEASE This Lease Agreement (sometimes hereinafter referred to as the "Lease") made and. entered into This by and between Lucky Capital Inc. (hereafter called "Landlord"), whose address for purposes hereof is 3550...Lease Agreement • August 15th, 2000 • Talk Visual Corp • Services-prepackaged software • Florida
