REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 31, 1998, by and among COMPU-DAWN, INC., a corporation organized under the laws of the State of Delaware (the "Company"), and the undersigned (together...Registration Rights Agreement • August 14th, 1998 • Compu Dawn Inc • Services-computer integrated systems design • Delaware
CONSULTING AGREEMENT (the "Agreement") dated as of May 11, 1999 (the "Effective Date") by and between, COMPU-DAWN, INC., a Delaware corporation (the "Company") and, MARK HONIGSFELD (the "Consultant"). The Company is engaged in the telecommunications...Consulting Agreement • August 16th, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
TOLoan and Security Agreement • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design
COMPU-DAWN, INC. 1,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 1997 • Compu Dawn Inc • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of October18, 1996, by and between COMPU-DAWN, INC., a Delaware corporation ("Compu-Dawn"), and COASTAL COMPUTER SYSTEMS, INC., a New York corporation ("Coastal"). Compu-Dawn is a corporation...Agreement and Plan of Merger • December 24th, 1996 • Compu Dawn Inc
AMONGAsset Purchase Agreement • November 22nd, 1999 • Compu Dawn Inc • Services-computer integrated systems design • Florida
9. Section 5.1(i) Change the opening phrase from "For as long as this Agreement shall remain in effect and until terminated in accordance with its terms" to "for as long as this Agreement and any amendments thereto shall remain in effect and until the...Asset Purchase Agreement • April 14th, 2000 • Myturn Com Inc • Services-computer integrated systems design
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of __________________, 1997, is by the between COMPU-DAWN, INC., a Delaware corporation (the "Company"), and _______________________ (the "Indemnitee"). W I T N E S...Indemnification Agreement • March 13th, 1997 • Compu Dawn Inc • Services-computer integrated systems design • Delaware
AGREEMENTAgreement • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
RECITALSEmployment Agreement • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
RecitalsPurchase Agreement • August 16th, 1999 • Compu Dawn Inc • Services-computer integrated systems design • Michigan
AMENDMENT NO. 1 TOLoan and Security Agreement • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design
COMPU-DAWN, INC. 1,200,000 Shares of Common Stock UNDERWRITING AGREEMENTCompu Dawn Inc • May 19th, 1997 • Services-computer integrated systems design • New York
RECITALSTermination Agreement • August 16th, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
RECITALSEmployment Agreement • March 13th, 1997 • Compu Dawn Inc • Services-computer integrated systems design • New York
SECTION 1 DEFINITIONSLoan and Security Agreement • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 31, 1998, by and among COMPU-DAWN, INC., a corporation organized under the laws of the State of Delaware (the "Company"), and each of the purchasers (the...Securities Purchase Agreement • August 14th, 1998 • Compu Dawn Inc • Services-computer integrated systems design • Delaware
AGREEMENT between COMPUDAWN, INC. d/b/a MyTurn.com (hereinafter referred to as to "the Company") and INTERNET ALTERNATIVES, INC. (hereinafter referred to as the "Consultant")Myturn Com Inc • February 14th, 2000 • Services-computer integrated systems design • Florida
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") by and between COMPU-DAWN, INC., a Delaware corporation ("Company"), and DONG LEW ("Executive") is made and entered into a New York, New York on this the 28th day of October, 1996, effective...Employment Agreement • December 24th, 1996 • Compu Dawn Inc • New York
STANDARD FORM OF STORE LEASE The Real Estate Board of New York, Inc. Agreement of Lease, made as of this 1st day of October 1996, between INTERNATIONAL SUMMIT EQUITIES CORP. 77 SPRUCE STREET, CEDARHURST, NY party of the first part, hereinafter...Compu Dawn Inc • December 24th, 1996 • New York
AMONGAgreement and Plan of Merger • August 14th, 1998 • Compu Dawn Inc • Services-computer integrated systems design • New York
CONSULTANT AGREEMENT AGREEMENT, made this 27th day of September 1996 by and between COASTAL COMPUTER SYSTEMS, INC., a New York corporation having an office at 166 West Park Avenue, Long Beach, New York (hereinafter referred to as "COASTAL" or the...Consultant Agreement • March 13th, 1997 • Compu Dawn Inc • Services-computer integrated systems design • New York
RECITALS:Agreement and Plan of Reorganization • July 13th, 2000 • Myturn Com Inc • Services-computer integrated systems design • Florida
MANUFACTURING AGREEMENT THIS MANUFACTURING AGREEMENT ("Agreement") is made effective as of the 13 day of June 2000 ("Effective Date") by and between Shanghai Industrial Investment (Group), Co., Ltd. a corporation organized under the laws of the...Manufacturing Agreement • August 15th, 2000 • Myturn Com Inc • Services-computer integrated systems design
AMENDMENTS TO ASSET PURCHASE AGREEMENT December 22, 1999 The following amendments dated December 22, 1999 are made to the Asset Purchase Agreement among Compu-Dawn, Inc., GPC Acquisition Corp., Global PC, Inc., Mark Bradlee and Brian Dougherty, dated...Asset Purchase Agreement • April 14th, 2000 • Myturn Com Inc • Services-computer integrated systems design
PHIL1\144578-6 -1-Securities Exchange Agreement • November 3rd, 1998 • Compu Dawn Inc • Services-computer integrated systems design • Delaware
NEWDEAL - MYTURNLicense and Distribution Agreement • April 14th, 2000 • Myturn Com Inc • Services-computer integrated systems design • Massachusetts
AMENDMENT TO RESTATED AND AMENDED EMPLOYMENT AGREEMENT This amendment (the "Amendment") dated as of January 8, 1999 (the "Effective Date") to the Restated and Amended Employment Agreement dated March 4, 1997 (the "Employment Agreement") by and between...And • April 1st, 1999 • Compu Dawn Inc • Services-computer integrated systems design
FactoringFactoring Agreement • August 15th, 2000 • Myturn Com Inc • Services-computer integrated systems design • California
PHIL1\144925-6 1Registration Rights Agreement • November 3rd, 1998 • Compu Dawn Inc • Services-computer integrated systems design • Delaware
Channels Agreement - R 2/18/97 1Program Agreement • June 4th, 1997 • Compu Dawn Inc • Services-computer integrated systems design • Washington
ASSETS PURCHASE AGREEMENT ASSETS PURCHASE AGREEMENT, dated as of July 2, 1999 by and between COMPU-DAWN, INC., a Delaware corporation ("Seller"), having its principal place of business at 77 Spruce Street, Cedarhurst, New York 11516 and ADMIT COMPUTER...Assets Purchase Agreement • August 16th, 1999 • Compu Dawn Inc • Services-computer integrated systems design • New York
AMENDMENT TO THE ASSET PURCHASE AGREEMENT BETWEEN COMPU-DAWN, INC. AND GLOBAL PC, INC.The Asset Purchase Agreement • November 22nd, 1999 • Compu Dawn Inc • Services-computer integrated systems design
Both parties have agreed to extend the closing date of the asset purchase transaction from September 30, 1999 to November 30, 1999 per section 10.1 of the Asset Purchase Agreement between Compu- DAWN, Inc., Global PC, Inc., Brian Dougherty and Mark Bradlee dated July 30, 1999, provided, however, in the event that Compu-DAWN, Inc. files for protection under the United States Bankruptcy laws, which is not contemplated, Global PC, Inc. may terminate the agreement on the date that such bankruptcy protection is sought by Compu-DAWN, Inc. All references in the Asset Purchase Agreement between Compu-DAWN, Inc., Global PC, Inc., Brian Dougherty and Mark Bradlee to September 30 shall hereby be amended to November 30, 1999.
LOAN AGREEMENT (Revolving)Loan Agreement • March 13th, 1997 • Compu Dawn Inc • Services-computer integrated systems design
BUSINESS ALLIANCE AGREEMENT Business Alliance Agreement dated as of March 25, 1998, by and between Compu-DAWN, Inc., a Delaware corporation, with its executive office at 77 Spruce Street, Cedarhurst, New York 11516 ("Compu-DAWN") and Alpine Software...Business Alliance Agreement • March 31st, 1998 • Compu Dawn Inc • Services-computer integrated systems design • New York
