Imagine Investments Inc Sample Contracts

ARTICLE II Representations and Warranties of the Seller --------------------------------------------
Stock Purchase Agreement • October 15th, 1998 • Imagine Investments Inc • Retail-lumber & other building materials dealers • Florida
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November 12, 1998
Stock Purchase Agreement • May 4th, 2001 • Imagine Investments Inc • Services-health services

This letter will evidence our agreement, as contemplated by that certain promissory note executed by MB Software Corporation, a Colorado corporation ("MB"), as maker, in favor of Imagine Investments, Inc., a Delaware corporation ("Imagine") and dated as of April 1, 1998 (the "Note"), whereby MB will issue 200,000 shares of its Series A Senior Cumulative Convertible Participating Preferred Stock in the form agreed by Imagine (the "Series A Preferred Stock") in exchange for Imagine transferring all of its membership interests in HI, consisting of 49,000 Class A Units and 151,000 Class B Units (as such terms are defined in the Operating Agreement of HI dated as of August 1, 1997 (the "Operating Agreement")) to MB Holding Corporation, a wholly owned subsidiary of MB ("Holding"). In addition, MB will concurrently issue 140,000 shares of Series A Preferred Stock to Imagine as payment of principal pursuant to paragraph 1(b) of the Note. The Series A Preferred Stock to be issued to Imagine sha

EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 4th, 2001 • Imagine Investments Inc • Services-health services • Texas
Amendment No. 5 to Stock Purchase Agreement ------------------------
Stock Purchase Agreement • January 19th, 1999 • Imagine Investments Inc • Retail-lumber & other building materials dealers
IMAGINE INVESTMENTS, INC. SUITE 1901 DALLAS, TEXAS 75206
Letter Agreement • February 9th, 2004 • Imagine Investments Inc • Retail-lumber & other building materials dealers • Illinois

This letter agreement amends and restates the letter agreement dated October 1, 2003 between Imagine Investments, Inc. (“Imagine”) and Wickes Inc. (“Wickes”) regarding the obligation of Imagine to provide up to $10.5 million of financing to Wickes. The parties have determined to modify the financing proposal set forth in the October 1, 2003 letter from Imagine to Wickes (the “Original Letter”) to a loan participation arrangement pursuant to which Imagine will purchase a 100% participation interest from Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc. (“Merrill”) in an additional term loan of up to $10.5 million (the “Additional Term Loan”) to be made by Merrill, as a lender, to Wickes under the terms of the Credit Agreement dated February 26, 2003 (as heretofore or hereafter amended, modified and supplemented from time to time, the “Credit Agreement”). The terms and conditions of this letter agreement govern Imagine’s obligation to purchase a partici

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