Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This employment agreement between The Pathways Group, Inc. (hereinafter the "Company") and Charles W. DUNN (hereinafter "DUNN"), effective as of February 8, 2000, is made for good and sufficient...Executive Employment Agreement • April 14th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This employment agreement between The Pathways Group, Inc. (hereinafter the "Company") and Carey F. Daly II, its President, Chief Executive Officer and Chairman of the Board of Directors of the Corporation...Executive Employment Agreement • April 14th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
U.S. SMALL BUSINESS ADMINISTRATION SEATTLE DISTRICT OFFICE 915 SECOND AVENUE SEATTLE, WASHINGTON 98174-1088 AUTHORIZATION AND LOAN AGREEMENT (GUARANTY LOANS) TOWNE BANK OF WOODINVILLELoan Agreement • April 29th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone)
Exhibit 4.1 SUBSCRIPTION AGREEMENT The Pathways Group, Inc. 14201 NE 200th Street Woodinville, Washington 98072 Ladies/ Gentlemen: 1. Subscription, Purchase and Closing; Purchase Price Adjustment. 1.1 The undersigned ("Subscriber"), intending to be...Subscription Agreement • September 24th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.3 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT AGREEMENT, dated as of_________ ____, 1999, by and between THE PATHWAYS GROUP, INC., a Delaware corporation, with its principal office at14201N.E. 200th Street, Woodinville,Washington, United...Offshore Securities Subscription Agreement • July 10th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.16 UPGRADE INTERNATIONAL CORPORATION UPGRADE ACQUISITION INC. THE PATHWAYS GROUP, INC. AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 8, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • November 14th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 TO PATHWAYS GROUP, INC. AGREEMENT OF PURCHASE AND SALE OF STOCKAgreement of Purchase and Sale of Stock • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 10.8 FINANCING AGREEMENT FINANCING AGREEMENT, dated as of June 30, 2000, among THE PATHWAYS GROUP, INC., a Delaware corporation (the "Company"), CAREY F. DALY, II ("Daly"),JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability...Financing Agreement • July 10th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
Exhibit 10.7 FINANCING AGREEMENT FINANCING AGREEMENT, dated as of June 30, 2000, among THE PATHWAYS GROUP, INC., a Delaware corporation (the "Company"), CAREY F. DALY, II ("Daly"),JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability...Financing Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
RECITALSNonexclusive License Agreement • August 16th, 1999 • Pathways Group Inc • Telephone communications (no radiotelephone) • Hawaii
RECITALSSecurity Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 CORPORATE OFFICER EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made between THE PATHWAYS GROUP, INC., as Employer, and MARK SCHUUR ("Schuur," or the "Executive"), as an officer of THE PATHWAYS GROUP, INC., a corporation organized...Corporate Officer Employment Agreement • August 7th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • Washington
EXHIBIT 10.11 EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • August 7th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.10 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE...Senior Secured Note • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
RECITALSSecurity Agreement • July 10th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.14 THE PATHWAYS GROUP, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 24th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • New York
RECITALSRestructure and Extension Agreement • April 29th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.6 SCHLUMBERGER ASSOCIATE PROGRAM AGREEMENT This Associate Program Agreement including the exhibits and addendum attached hereto ("the Agreement") is made this 16th day of June, 1997, between the Smart Cards and Systems Division of...Associate Program Agreement • August 7th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • New Jersey
FUNTASTIC TRAVELING SHOWS 3407 S.E. 108TH & POWELL PORTLAND, OR 97266 SECTION 4.2 OF AGREEMENT. Section 4.2 of AGREEMENT is hereby amended to provide that rental shall be due on the first day of each month during the agreement, except that the first...Pathways Midway-Cash Card Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone)
SECTION I. RECITALSMaster Project Agreement • August 7th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.2 SPRINTICKET EQUIPMENT PURCHASE, CREDIT CARD AUTHORIZATION, AND TRANSACTION PROCESSING AGREEMENT THIS Equipment Purchase, Credit Card Authorization and Transaction Processing Agreement (hereinafter referred to as this "Agreement" is...Equipment Purchase, Credit Card Authorization and Transaction Processing Agreement • November 13th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • Washington
JOINT MARKETING AND SERVICING AGREEMENT BETWEEN FIRST HAWAIIAN BANK AND THE PATHWAYS GROUP, INC. FOR KEIKI CARD FEASIBILITY DEMONSTRATIONJoint Marketing and Servicing Agreement • April 29th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone) • Hawaii
WAIVER AND CONSENT TO AGREEMENT OF PURCHASE AND SALE OF STOCKWaiver and Consent to Agreement of Purchase and Sale of Stock • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • Washington
Exhibit 10.13 Union Bank of California August 13, 1998 Mark T. Schuur, CFO The Pathways Group Inc. 14201 NE 200th Street Woodinville, WA 98072-84444 Dear Mr. Schuur: This Covenant Agreement (this "Agreement") is entered into as of the date set forth...Covenant Agreement • September 24th, 1998 • Pathways Group Inc • Telephone communications (no radiotelephone)
This Covenant Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank of California, N.A. ("Bank") and the undersigned ("Borrower") with respect to each and every extension of credit (whether one or more and to include extensions of credit under Conditional Sales Leases, collectively referred to as the "Loan") from Bank to Borrower.
Exhibit 10.1 Mark T. Schuur, CFO The Pathways Group Inc. 14201 NE 200th ST Woodinville, WA 98072-8444 Dear Mr. Schuur: This Covenant Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank of California, N.A....Covenant Agreement • August 16th, 1999 • Pathways Group Inc • Telephone communications (no radiotelephone)
This Covenant Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank of California, N.A. ("Bank") and the undersigned ("Borrower") with respect to each and every extension of credit (whether one or more, collectively referred to as the "Loan") from Bank to Borrower, but excluding any credit which is secured by real property and any credit subject to the provisions of any state or Federal consumer credit or truth-in-lending statute or regulation.
EXHIBIT A ATTACHED AND INCORPORATED INTO AMENDMENT # 3 TO THE Midway-Cash Card System Agreement between The Pathways Group, Inc., and Funtastic Rides Company, Inc.Pathways Midway-Cash Card Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.12 [CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. OMITTED PORTIONS: SECTION 6.3 (IN PART); EXHIBIT A (IN...Pathways Midway-Cash Card System Agreement • August 21st, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone) • California
MAY 13 1999Proton License Agreement • April 14th, 2000 • Pathways Group Inc • Telephone communications (no radiotelephone)
