SECURITY AGREEMENTSecurity Agreement • October 8th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENT Joseph and Susan Angard Miller, Johnson & Kuehn, Incorporated Global One Distribution & Merchandising, 5500 Wayzata Boulevard, Suite 800 Inc. Minneapolis, MN 55416 5548 Lindbergh Lane Bell, CA 90201Global One Distribution & Merchandising Inc • October 8th, 1997 • Miscellaneous publishing
AGREEMENT FOR PURCHASE AND SALE OF STOCK OF STANLEY DESANTIS, INC. A CALIFORNIA CORPORATIONAgreement for Purchase and Sale • January 15th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
EXHIBIT 2.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT entered into as of September ___, 1997 among SAFCOR INC., a California corporation ("Safcor"), and GLOBAL ONE DISTRIBUTION & MERCHANDISING INC., a Delaware corporation...Loan and Security Agreement • October 24th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
EXHIBIT 2.5 MANAGEMENT CONSULTING AGREEMENT THIS MANAGEMENT CONSULTING AGREEMENT ("AGREEMENT") is executed as of December 31, 1996, by and between OSP Publishing, Inc., a Delaware corporation ("OSP") and Stanley DeSantis, Inc., a California...Management Consulting Agreement • January 15th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
EXHIBIT 2.7 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 8th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
LIMITED CONTINUING GUARANTY (Non-Recourse)Global One Distribution & Merchandising Inc • January 15th, 1997 • Miscellaneous publishing
FIRST AMENDMENT TO SELLING AGENCY AGREEMENT BETWEEN JOSEPH AND SUSAN ANGARD, GLOBAL ONE DISTRIBUTION & MERCHANDISING INC. AND MILLER, JOHNSON & KUEHN, INCORPORATEDSelling Agency Agreement • October 8th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing
RECITALSSecurity Pledge Agreement • January 15th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
RECITALS Lender and Obligor are parties to an Amended and Restated Loan and Security Agreement dated as of August 29, 1996 (as amended from time to time, the "LOAN AGREEMENT"; capitalized terms used but not defined herein shall have the meanings...Intercreditor Agreement • October 8th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
STOCK PURCHASE AND CONSULTING AGREEMENT This Stock Purchase and Consulting Agreement (the "Agreement") is made and entered into as of this 11th day of November, 1997, among Michael Malm, an individual ("Malm"), and Global One Distribution &...Stock Purchase and Consulting Agreement • November 19th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
MUTUAL GENERAL RELEASEMutual General Release • August 14th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing
EXHIBIT 2.5 August 18, 1997 Mr. Joseph Angard Mrs. Susan Angard 122 Westwind Mall Marina del Rey, CA 90292 RE: SECURITY INTEREST Dear Mr. & Mrs. Angard: Global One Distribution & Merchandising Inc., O.S.P. Publishing, Inc., BEx, Corp. and Kelly...Global One Distribution & Merchandising Inc • October 8th, 1997 • Miscellaneous publishing
Global One Distribution & Merchandising Inc., O.S.P. Publishing, Inc., BEx, Corp. and Kelly Russell Sports, Inc. (collectively, the "Grantors"), hereby grant to Susan and Joseph Angard (collectively, the "Angards"), a security interest in all New Accounts and New Inventory (as such terms are defined in that certain Intercreditor Agreement, dated as of August 1, 1997 between the Angards and Foothill Capital Corporation) to secure all obligations of the Grantors to the Angards with respect to the nine-hundred thousand dollar ($900,000.00) loan being made by the Angards to the Grantors.
SHARE PURCHASE & SALE AGREEMENT THIS AGREEMENT (the "Agreement"), dated as of June 6, 1997, is entered into by and between 2d Interactive, Inc., a Delaware corporation ("2d"), and Global One Distribution & Marketing, Inc., a Delaware corporation...Share Purchase & Sale Agreement This Agreement • August 14th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • Delaware
EXHIBIT 2.9 August 1, 1997 Foothill Capital Corporation 11111 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025 Ladies and Gentlemen: The undersigned is the Chief Financial Officer of Global One Distribution & Merchandising Inc....Global One Distribution & Merchandising Inc • October 8th, 1997 • Miscellaneous publishing
EXHIBIT 2.8 August 1, 1997 Foothill Capital Corporation 11111 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025 Ladies and Gentlemen: The undersigned is the President of OSP Publishing, Inc.("OSP"), a Delaware corporation ("Borrower")....Global One Distribution & Merchandising Inc • October 8th, 1997 • Miscellaneous publishing
GLOBAL ONE DISTRIBUTION & MERCHANDISING INC. [INCENTIVE][NON-QUALIFIED] STOCK OPTION ASSUMPTION AGREEMENTStock Option Assumption Agreement • December 4th, 1996 • Global One Distribution & Merchandising Inc • Miscellaneous publishing
SUBSIDIARIES OSP Publishing, Inc., a Delaware corporations BEx Corp., a Delaware corporation Kelly Russell Studios, Inc., a Delaware corporation *Stanley DeSantis, Inc., a California corporation ----------------------------- * Sold on December 31, 1996Global One Distribution & Merchandising Inc • April 15th, 1997 • Miscellaneous publishing
BACKGROUND RECITALS WHEREAS, Global One, through one of its subsidiaries, OSP Publishing, Inc., is one of the nations leading publishers and distributors of posters;Distribution Agreement This Agreement • August 14th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • Delaware
BETWEENShare Exchange Agreement • November 12th, 1997 • Global One Distribution & Merchandising Inc • Miscellaneous publishing • California
