EXHIBIT 4.1(m) STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • Delaware
1 EXHIBIT-10.3(A)(b) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2000, between NEXT GENERATION NETWORK, INC., a Delaware corporation (the "Corporation"), and THOMAS M. PUGLIESE (the "Employee"). 1. Employment, Acceptance and Term....Employment Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • Minnesota
Exhibit 4.1(d) SECURITY AGREEMENT SECURITY AGREEMENT, dated as of February 18, 1998, made by each grantor listed on the signature pages hereof (each individually a "Grantor" and collectively the "Grantors"), in favor of United States Trust Company of...Security Agreement • April 2nd, 1998 • Mentus Media Corp • New York
Units Consisting of __% Senior Secured Notes due 2003 with Warrants to Purchase _______ Shares of Common StockPurchase Agreement • April 2nd, 1998 • Mentus Media Corp • New York
Exhibit 10.1(d) STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of August 29, 1997 (the "Agreement") by and between Mentus Media Corp., a Delaware corporation (the "Company") and 21st Century Communications Partners, L.P, a Delaware...Stock Purchase Agreement • April 2nd, 1998 • Mentus Media Corp • Delaware
EXHIBIT 4.1(p) AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • Delaware
Exhibit10.2(b) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment to Employment Agreement") to the Employment Agreenient, dated August 1, 1990 (the "Employment Agreement") and is entered into on September 25,...Employment Agreement • June 3rd, 1998 • Mentus Media Corp • Services-advertising
RECITALSStockholders' Agreement • March 31st, 1999 • Next Generation Network Inc • Services-advertising
as Issuer,Indenture • April 2nd, 1998 • Mentus Media Corp • New York
Exhibit 10.1(f) FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of August 29, 1997 and is made and entered into by and among the undersigned parties (this "Amendment").Registration Rights Agreement • April 2nd, 1998 • Mentus Media Corp
1 EXHIBIT 10.1 FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT THIS FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment") is dated as of September 11, 1999 and is made and entered into by and among the undersigned parties.Stockholders' Agreement • November 15th, 1999 • Next Generation Network Inc • Services-advertising
WITNESSETH:Warrant Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • New York
WITNESSETH:Indenture • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • New York
SCHEDULE I Copyrights and Copyright Licenses --------------------------------- EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of February 18, 1998 by and between MENTUS MEDIA CORP.Exchange and Registration Rights Agreement • April 2nd, 1998 • Mentus Media Corp • New York
RECITALS:Registration Rights Agreement • November 14th, 2000 • Next Generation Network Inc • Services-advertising • New York
1 EXHIBIT 4.1(a) NEXT GENERATION NETWORK, INC. PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 6, 2000 TABLE OF CONTENTSPreferred Stock Purchase Agreement • November 14th, 2000 • Next Generation Network Inc • Services-advertising • New York
amongStockholders' Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • Delaware
REGISTRATION RIGHTS AGREEMENT between THE MENTUS GROUP, INC., a Delaware corporation (the "Company"), and _________________________ ("Shareholder"), as of April ___, 1995.Registration Rights Agreement • June 3rd, 1998 • Mentus Media Corp • Services-advertising • Delaware
Exhibit 4.1(c) PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of February 18, 1998, made by each pledgor listed on the signature pages hereto (each individually a "Pledgor" and collectively the "Pledgors"), in favor of United States Trust Company of New...Pledge Agreement • April 2nd, 1998 • Mentus Media Corp • New York
ARTICLE I DEFINITIONSRegistration Rights Agreement • April 2nd, 1998 • Mentus Media Corp • Delaware
WITNESSETH:Security Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • New York
Exhibit 4.1(f) UNIT AGREEMENT UNIT AGREEMENT dated as of February 18, 1998 between Mentus Media Corp., a Delaware corporation (the "Company"), and United States Trust Company of New York, as Unit Agent (the "Unit Agent"). WHEREAS, the Company proposes...Unit Agreement • April 2nd, 1998 • Mentus Media Corp • New York
Exhibit 10.1(m) STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is made and entered into as of this ___ day of December, 1995, by and between Stephen Adams or his designated assignee ("Purchaser"), and The Mentus Group, Inc., a Delaware...Stock Purchase Agreement • April 2nd, 1998 • Mentus Media Corp • Delaware
Exhibit 10.1 (i) FIRST AMENDMENT TO PREEMPTIVE RIGHTS AGREEMENT THIS FIRST AMENDMENT TO PREEMPTIVE RIGHTS AGREEMENT is dated as of August 29, 1997 and is made and entered into by and among the undersigned parties (this "Amendment").Preemptive Rights Agreement • April 2nd, 1998 • Mentus Media Corp
1 EXHIBIT 10.2(B)(c) SECOND AMENDMENT TO MEDIA NETWORK SERVICES AGREEMENT This Second Amendment to the Media Network Services Agreement (the "Amendment") is made and entered as of this 14th day of December, 1999, by and between 7-Eleven, Inc.,...Media Network Services Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising
Exhibit10.3(a) EMPLOYMENT AGREEMENT dated as of August 1, 1990, between THE MENTUS GROUP, INC., a Minnesota corporation (the "Corporation"), and THOMAS M. PUGLIESE (the "Employee"). 1. Employment, Acceptance and Term. 1.1 The Corporation hereby...Employment Agreement • June 3rd, 1998 • Mentus Media Corp • Services-advertising • Texas
WITNESSETH:Common Stock Registration Rights and Stockholders Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENT between THE MENTUS GROUP, INC., a Delaware corporation (the "Company"), and ________________________________ ("Shareholder"), as of April ___, 1995. RECITALS: In accordance with that certain Warrant Agreement between the...Registration Rights Agreement • June 3rd, 1998 • Mentus Media Corp • Services-advertising • Delaware
ARTICLE I DEFINITIONSPreemptive Rights Agreement • April 2nd, 1998 • Mentus Media Corp • New York
Exhibit 10.1(o) AGREEMENT FOR CONSENTS AND WAIVERS This Agreement for Consents and Waivers is given by 21st Century Communications Partners, L.P., 21st Century Communications T-E Partners, L.P., and 21st Century Communications Foreign Partners, L.P....Agreement for Consents and Waivers • June 3rd, 1998 • Mentus Media Corp • Services-advertising
EXHIBIT 10.3(A)(a) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2000, between NEXT GENERATION NETWORK, INC., a Delaware corporation (the "Corporation"), and GERARD P. JOYCE (the "Employee"). 1. Employment, Acceptance and Term. 1.1...Employment Agreement • April 2nd, 2001 • Next Generation Network Inc • Services-advertising • Minnesota
Exhibit 10.3(b) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment to Employment Agreement") to the Employment Agreement, dated August 1, 1990 (the "Employment Agreement") and is entered into on September 25,...Employment Agreement • June 3rd, 1998 • Mentus Media Corp • Services-advertising
Exhibit 10.1(a) CO-INVESTMENT AGREEMENT, dated as of __________________, 1997, among Mentus Media Corp., a Delaware corporation (the "Company"), and the individuals executing a counterpart of this Agreement and listed on Schedule A attached hereto...Co-Investment Agreement • April 2nd, 1998 • Mentus Media Corp
March 19, 1996 Mr. Stephen Adams c/o Affinity Group, Inc. 2575 Vista Del Mar Drive Ventura, CA 93001 Dear Steve: This letter agreement (the "Amendment") is made by and between Stephen Adams or his designated assignee ("Purchaser"), and The Mentus...Stock Purchase Agreement • April 2nd, 1998 • Mentus Media Corp
MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is between Next Generation Network, Inc. (the "Company") and Alex Zubillaga, or his nominee entity, ("Investor Group") for purposes of setting forth the intentions of the parties regarding...Memorandum of Understanding • August 16th, 1999 • Next Generation Network Inc • Services-advertising
