FORM OF SUN SOURCE, INC. STOCK OPTION AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, Sun Source, Inc., a Nevada corporation, hereby irrevocably grants to the Key Person named below a stock option (the "Option") to purchase any part or all of the...Stock Option Agreement • February 24th, 2000 • Paystar Communications Corp • Services-to dwellings & other buildings
RECITALS:Registration Rights Agreement • January 10th, 2002 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.6 LOCK-UP AGREEMENT THIS AGREEMENT (the "Agreement"), entered into this 6th day of March 2001, is by, between, and among PayStar Communications Corporation, a Nevada corporation (the "Company"), and Brian R. McClure, Chuck Kinnick, Jay...Lock-Up Agreement • April 2nd, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings
AGREEMENTLicensing Agreement • July 15th, 2002 • Paystar Corp • Communications services, nec
EXHIBIT 10.30 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of October 30, 2002 (this "Agreement") by and between PayStar Corporation, a Nevada corporation, with principal executive offices located at 1110 W. Kettleman Lane,...Registration Rights Agreement • December 4th, 2002 • Paystar Corp • Services-business services, nec • California
RECITALS:Registration Rights Agreement • July 15th, 2002 • Paystar Corp • Communications services, nec • California
RECITALS:Debt Conversion Agreement • July 15th, 2002 • Paystar Corp • Communications services, nec • California
EXHIBIT 2.4 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement"), entered into this 1st day of December 2000, by, between, and among PayStar Communications Corporation, a Nevada corporation (hereinafter "PayStar Communications"),...Asset Purchase Agreement • April 2nd, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings • California
ARTICLE 1 EXERCISEWarrant to Purchase Common Stock • December 4th, 2002 • Paystar Corp • Services-business services, nec • California
EXHIBIT 10.27 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of October 30, 2002 (this "Agreement") by and between PayStar Corporation, a Nevada corporation, with principal executive offices located at 1110 W. Kettleman Lane,...Securities Purchase Agreement • December 4th, 2002 • Paystar Corp • Services-business services, nec • California
EXHIBIT 4.19 US$_____________ Debenture No. __________________ Date: ____________, 200___ Maturity Date: __________, 200___ PAYSTAR CORPORATION TEN PERCENT (10%) CONVERTIBLE DEBENTURE ______ Nine-Month Debenture ______ Two-Year Debenture THIS...Convertible Debenture • September 11th, 2002 • Paystar Corp • Communications services, nec
RECITALS:Acquisition Agreement • January 10th, 2002 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 8th day of November 2001, by and between PayStar Corporation, a Nevada corporation (the "Company"), and Ken Cheatham, an...Registration Rights Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
IMPOUND ACCOUNT AGREEMENT This Impound Account Agreement (the "Agreement") is made as of April 5, 2000 by and among Paystar Communications Corporation, a Nevada corporation ("Company") and Community Bank of San Joaquin, a California banking...Impound Account Agreement • May 4th, 2000 • Paystar Communications Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.15 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 8th day of November 2001, by and between PayStar Corporation, a Nevada corporation (the "Company"), and NIBG, LLC, a Utah...Registration Rights Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 2.11 & 10.13 ASSET PURCHASE AND DEBT SETTLEMENT AGREEMENT This Asset Purchase and Debt Settlement Agreement (the "Agreement"), entered into this 8th day of November 2001, is by, between, and among PayStar Corporation, a Nevada corporation...Asset Purchase and Debt Settlement Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.6 THIS DEBENTURE IS A SECURITY THAT HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH...Convertible Debenture • August 14th, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings
WITNESSETH:Pay Telephone Services Agreement • February 24th, 2000 • Paystar Communications Corp • Services-to dwellings & other buildings • California
RECITALS:Agreement and Plan of Reorganization • December 30th, 1999 • Paystar Communications Corp
EXHIBIT 2.7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement"), entered into this 20th day of September 2001, is by, between, and among PayStar Communications Corporation, a Nevada corporation (hereinafter the "Purchaser"),...Asset Purchase Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
Page 3 of 5 EXHIBIT 10.7 March 1, 2001 Mr. Mark Wagner 2641 Calle Alegra Pleasanton, CA 94566 Employment Agreement Dear Mark: This letter confirms the terms and conditions of your employment with PayStar Communications Corporation as follows: #1....Employment Agreement • March 14th, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings
This letter confirms the terms and conditions of your employment with PayStar Communications Corporation as follows:
RECITALS:Lockup Agreement • January 10th, 2002 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 10.16 Date: December 21, 2001 Amount: $50,000 _______________ PROMISSORY NOTE _______________ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS...Promissory Note • January 10th, 2002 • Paystar Corp • Services-to dwellings & other buildings
EXHIBIT 2.9 & 10.11 ASSET PURCHASE AND DEBT SETTLEMENT AGREEMENT This Asset Purchase Agreement (the "Agreement"), entered into this 8th day of November 2001, is by, between, and among PayStar Corporation, a Nevada corporation ("PayStar"); California...Asset Purchase and Debt Settlement Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 10.26 PUT AND CALL AGREEMENT This Put and Call Agreement (the "Agreement"), dated as of June 29, 2002, is entered into by and between William D. Yotty (the "Yotty") and La Jolla Cove Investors, Inc. a California corporation ("LJCI"), with...Put and Call Agreement • September 11th, 2002 • Paystar Corp • Communications services, nec
EXHIBIT 10.14 STOCK PURCHASE AND DEBT SETTLEMENT AGREEMENT This Stock Purchase and Debt Settlement Agreement (the "Agreement"), entered into this 8th day of November 2001, is by and between PayStar Corporation, a Nevada corporation ("PayStar") and...Stock Purchase and Debt Settlement Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 2.13 STOCK-FOR-STOCK EXCHANGE AGREEMENT This Stock-for-Stock Exchange Agreement (the "Agreement"), entered into this 8th day of November 2001, is by, between, and among PayStar Corporation, a Nevada corporation (hereinafter the "Parent...Stock-for-Stock Exchange Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
WITNESSETH:Employment Agreement • February 24th, 2000 • Paystar Communications Corp • Services-to dwellings & other buildings • California
EXHIBIT 2.6 AGREEMENT FOR PURCHASE AND SALE OF CERTAIN ASSETS This Agreement is made as of the 16th day of May, 2001, by and between Paystar Systems, Corp. ("PayStar "), a Nevada corporation, having its principal office at 1110 W. Kettleman Lane,...Purchase and Sale Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of October 11, 2000, by and between PayStar Communications Corporation, a Nevada corporation with offices at 1110 West Kettleman...Registration Rights Agreement • April 2nd, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings • New York
EXHIBIT 2.12 STOCK PURCHASE AND DEBT SETTLEMENT AGREEMENT This Stock Purchase and Debt Settlement Agreement (the "Agreement"), entered into this 8th day of November 2001, is by, between, and among PayStar Corporation, a Nevada corporation ("PayStar");...Stock Purchase and Debt Settlement Agreement • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings • California
EXHIBIT 4.6 US$_____________ Debenture No. __________________ Date: ____________, 200___ Maturity Date: __________, 200___ PAYSTAR CORPORATION TEN PERCENT (10%) CONVERTIBLE DEBENTURE ______ Nine-Month Debenture ______ Two-Year Debenture THIS DEBENTURE...Convertible Debenture • July 15th, 2002 • Paystar Corp • Communications services, nec
EXHIBIT 4.9 COMMON STOCK PURCHASE WARRANT CLASS B PAYSTAR CORPORATION (A NEVADA CORPORATION) Dated: ____________, 2001 CERTIFICATE NUMBER: B-_______ _______ WARRANTS THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED...Common Stock Purchase Warrant • November 19th, 2001 • Paystar Corp • Services-to dwellings & other buildings
EXHIBIT 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is entered into this 1st day of December 2000, by and between PayStar Communications Corporation, a corporation organized and existing pursuant to the laws of the state of Nevada with...Consulting Agreement • April 2nd, 2001 • Paystar Communications Corp • Services-to dwellings & other buildings • California
ARTICLE 1 DEFINITIONSConvertible Debenture • December 4th, 2002 • Paystar Corp • Services-business services, nec • California
