RECITALSEscrow Agreement • November 23rd, 2004 • SBS Interactive Co • Services-business services, nec • California
MERGER AGREEMENT BY, BETWEEN AND AMONG INET COMMERCE CONDUIT, INC., SBS ACQUISITION, INC. AND SBS INTERACTIVE, INC.Merger Agreement • August 13th, 2002 • Inet Commerce Conduit Corp • Services-business services, nec • Nevada
AGREEMENTPromissory Note • August 16th, 2004 • SBS Interactive Co • Services-business services, nec
Exhibit 10.5 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • August 16th, 2004 • SBS Interactive Co • Services-business services, nec • New York
RECITALSPledge and Security Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec
EXHIBIT 10.5 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of November 19, 2004, is among Trilogy Capital Partners, Inc., a California corporation ("Trilogy"), SBS Interactive, Co., a Florida corporation,...Subordination Agreement • November 23rd, 2004 • SBS Interactive Co • Services-business services, nec
AGREEMENTSecurities Agreement • August 16th, 2004 • SBS Interactive Co • Services-business services, nec
EXHIBIT 6.16 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • June 16th, 2004 • SBS Interactive Co • Services-business services, nec • California
Exhibit 10.27 ------------- [LOGO - SBS INTERACTIVE, CO.] 4211 Yonge Street Suite 235 Toronto, Ontario, M2P 2A9 Tel: 416.223.4045 Fax: 416.223.4046 April 10, 2004 Kontrolled Khaos 1233 Featherstone Lane Leesburg, Virginia 20176 Attention: Steven Gums...Licensing Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec • Florida
AGREEMENTConsulting Agreement • February 18th, 2004 • SBS Interactive Co • Services-business services, nec • California
EXHIBIT 6.14 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • June 16th, 2004 • SBS Interactive Co • Services-business services, nec • California
Exhibit 10.26 ------------- AGREEMENTMarketing and Distribution Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec • Ontario
Exhibit 10.2 MASTER LOAN AGREEMENT x THIS MASTER LOAN AGREEMENT (the "Agreement") is entered into as of July 22, 2004 (the "Effective Date"), by and among SBS INTERACTIVE, CO., a Florida corporation (the "Company"), SBS INTERACTIVE, INC., a Nevada...Master Loan Agreement • August 16th, 2004 • SBS Interactive Co • Services-business services, nec • New York
RECITALSAgreement to Convert Debt • June 16th, 2004 • SBS Interactive Co • Services-business services, nec • California
EXHIBIT 10.1 Letter of Engagement SBS Interactive, Co. November 19, 2004 The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by SBS Interactive, Co. ("SBSS" or the "Company"): TERM Six months,...Letter of Engagement • November 23rd, 2004 • SBS Interactive Co • Services-business services, nec
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by SBS Interactive, Co. ("SBSS" or the "Company"):
AGREEMENT ---------Securities Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec
Exhibit 10.25 ------------- NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN...Securities Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec
Exhibit 10.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • August 30th, 2004 • SBS Interactive Co • Services-business services, nec • California
Exhibit 10.20 ------------- FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT TO CONVERT DEBT THIS FIRST AMENDMENT TO ASSIGNMENT AND AGREEMENT TO CONVERT DEBT (this "Amendment") is entered into as of July 22, 2004 (the "Effective Date"), by and between SBS...Assignment and Agreement to Convert Debt • April 15th, 2005 • SBS Interactive Co • Services-business services, nec • New York
AGREEMENT ---------Securities Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec
EXHIBIT 10(c) ------------- EMPLOYMENT AGREEMENT In consideration of my employment with SBS Interactive, Co., a Florida corporation ("Employer"), or one of its affiliated or related entities, and other good and valuable consideration, Employer and I...Employment Agreement • May 15th, 2003 • SBS Interactive Co • Services-business services, nec • California
Exhibit 10.23 ------------- NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN...Securities Agreement • April 15th, 2005 • SBS Interactive Co • Services-business services, nec
RECITALSDesign and Development Agreement • June 16th, 2004 • SBS Interactive Co • Services-business services, nec • California
RECITALS --------Mutual Confidentiality and Non-Disclosure Agreement • June 16th, 2004 • SBS Interactive Co • Services-business services, nec
RECITALSCommon Stock Purchase Agreement • August 30th, 2004 • SBS Interactive Co • Services-business services, nec • California
ABSTRACTPatent • November 12th, 2002 • SBS Interactive Co • Services-business services, nec
RICHARDSON & PATEL LLP 10900 Wilshire Boulevard Suite 500 Los Angeles, California 90024 Telephone (310) 208-1182 Facsimile (310) 208-1154 February 11, 2004Non-Exclusive Consulting Agreement • February 18th, 2004 • SBS Interactive Co • Services-business services, nec
We have acted as counsel to SBS Interactive Co. (the "Company") in connection with the registration with the Securities and Exchange Commission on Form S-8 of shares of the Company's common stock, par value $0.001 (the "Shares"), which may be issued as awards in connection with the above-referenced plan (the "Plan"). In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Certificate of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion.
