EXHIBIT 10.39Loan Agreement • June 19th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
LEASE AGREEMENT --------------- THIS LEASE AGREEMENT ( "Lease") is made and entered into on the 31st day of August, 2000, by and between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine corporation ("Landlord") , and INTER- CALL-NET TELESERVICES, INC....Lease Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • Florida
RECITALSPledge Agreement • June 19th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
ARTICLE I DEFINITIONS; REGISTRATION RIGHTSRegistration Rights Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
February 28, 2002 Intercallnet, Inc. ("Company") 6340 N.W. 5th Way Fort Lauderdale, Florida 33309 Stanford Venture Capital Holdings, Inc. 201 South Biscayne Blvd., Suite 1200 Miami, Florida 33133 Gentlemen: As an inducement to Stanford Venture Capital...Lock-Up Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
As an inducement to Stanford Venture Capital Holdings, Inc. ("Stanford") to execute the Series A Convertible Preferred Stock and Common Stock Purchase Warrant Purchase Agreement ("Purchase Agreement"), pursuant to which substantial funding will be provided to Intercallnet, Inc. (the "Company"), the undersigned hereby agrees that from the date hereof and until eighteen months thereafter (provided Stanford provides all financing required by the terms of the Purchase Agreement), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Company's common stock (the "Securities") or securities convertible into or exchangeable or exercisable for any Securities now owned or hereafter acquired, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such afor
FORM OF COMMON STOCK PURCHASE WARRANT INTERCALLNET, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED...Warrant Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
Lease payments Term Number of Payments Payment Frequency Payment Amount (in months) *CONFIDENTIAL TREATMENT REQUESTED* MATERIAL FILED SEPARATELYFinancing Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • California
MARGATE FL 33068 -------------------------------------------------------------- ----------------------------------------------------------------- CONTACT NAME PHONE NUMBER FAX NUMBER SCOTT GERSHON (954) 935-0821 (954) 935-0822 -----------...Master Lease Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • Minnesota
RECITALSShareholder Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.16 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 1st day of October 2001 by and between Intercallnet, Inc., a Florida corporation (the "Company") and George A. Pacinelli ("Employee"),...Employment Agreement • November 19th, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.34 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 28th day of February 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and Scott R. Gershon ("Employee"),...Employment Agreement • May 15th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
Intercallnet, Inc. and Informed Communications Systems, Inc.Master Services Agreement • September 28th, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
WITNESSETHConsulting Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.36 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 28th day of February 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and Stephanie L. Brady ("Employee"),...Employment Agreement • May 15th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.40 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED,...Convertible Promissory Note • June 19th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.35 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 28th day of February 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and George A. Pacinelli ("Employee"),...Employment Agreement • May 15th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
JOINT FILING AGREEMENTJoint Filing Agreement • September 30th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the Preferred Stock and Common Stock of Intercallnet, Inc., a Florida corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this agreement as of the 30/th/ day of September, 2002.
WITNESSETH:Asset Purchase Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • Florida
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the 1st day of January 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and Joel Suarez ("Employee"), with reference to the following facts and...Employment Agreement • February 13th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
FROMSecurity Agreement • June 19th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
SERVICE AGREEMENT ------------------------------------------------------------- ------------------- This Service Agreement entered into this 31st day of March, 2000 by and between Intercallnet Teleservices, Inc., a Florida Corporation with offices at...Service Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • Florida
Exhibit 10.38 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made as of the 28th day of February 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and Joel Suarez ("Employee"), with...Employment Agreement • May 15th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
Letterhead]Short Term Loan Agreement • May 15th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
Please accept this letter as the official terms and conditions surrounding the temporary loan between you and Intercallnet, Inc. (the "Company"). You have agreed to loan to the Company an amount equal to $40,000 for general operating purposes. Interest shall accrue at a rate of prime plus 2%, per annum, to be calculated over the time period that such temporary loan is outstanding.
RECITALSSeries a Convertible Preferred Stock and Common Stock Purchase Warrant Purchase Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.11Telemarketing Service Agreement • May 21st, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone)
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the 1st day of January 2002 by and between Intercallnet, Inc., a Florida corporation (the "Company") and Robert Hopwood ("Employee"), with reference to the following facts and...Employment Agreement • February 13th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone) • Florida
BTI TERM PLAN AGREEMENT As of this 20th day of May, 2000, Intercallnet Teleservices ["Customer"] agrees to commit its long distance telephone usage to BTI as follows: BTI Product ** --------------- Commitment ** continuous months/ years [circle one]....Term Plan Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • North Carolina
February 28, 2002 Intercallnet, Inc. ("Company") 6340 N.W. 5th Way Fort Lauderdale, Florida 33309 Stanford Venture Capital Holdings, Inc. 201 South Biscayne Blvd., Suite 1200 Miami, Florida 33133 Gentlemen: As an inducement to Stanford Venture Capital...Lock-Up Agreement • March 12th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
As an inducement to Stanford Venture Capital Holdings, Inc. ("Stanford") to execute the Series A Convertible Preferred Stock and Common Stock Purchase Warrant Purchase Agreement ("Purchase Agreement"), pursuant to which substantial funding will be provided to Intercallnet, Inc. (the "Company"), the undersigned hereby agrees that from the date hereof and until eighteen months thereafter (provided Stanford provides all financing required by the terms of the Purchase Agreement), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Company's common stock (the "Securities") or securities convertible into or exchangeable or exercisable for any Securities now owned or hereafter acquired, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such afor
PLAN OF REORGANIZATION AND MERGER AGREEMENT This Plan of Reorganization and Merger Agreement (the "Agreement") dated as of December 21, 2000 is made and entered into by and between NEVER MISS A CALL, INC., a Nevada corporation (the "Company"), NMC...Merger Agreement • January 22nd, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone) • Nevada
November 15, 2001 Scott R. Gershon c/o Intercallnet, Inc. 6340 NW 5th Way Fort Lauderdale, Florida 33309 Re: Short Term Loan Dear Mr. Gershon; Please accept this letter as the official terms and conditions surrounding the temporary loan between you...Short Term Loan • February 13th, 2002 • Intercallnet Inc • Telephone communications (no radiotelephone)
Please accept this letter as the official terms and conditions surrounding the temporary loan between you and Intercallnet, Inc. (the "Company"). You have agreed to loan to the Company an amount equal to $6,000 for general operating purposes. Interest shall accrue at a rate of prime plus 2%, per annum, to be calculated over the time period that such temporary loan is outstanding.
Exhibit 2.1Merger Agreement • May 21st, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone)
FORM OF COMMON STOCK PURCHASE WARRANT INTERCALLNET, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED...Warrant Agreement • May 21st, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone)
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT REGISTRATION IS OTHERWISE NOT REQUIRED.
MCI WORLDCOM AGREEMENT ("AGREEMENT") REGARDING SECURITY DEPOSIT AND DISCLOSURES 1. The service contract (the "Service Agreement") between ("Customer") and WorldCom, Inc. ("WorldCom") stipulated and agreed to an estimated monthly service usage ("EMU")...Security Deposit and Disclosures Agreement • April 9th, 2001 • Never Miss a Call Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.14 FIRST NATIONAL COMMUNICATIONS NETWORK, INC. TELEPHONE MARKETING NETWORK MASTER AGREEMENT Agreement made this 18th day of April 2001 between FIRST NATIONAL COMMUNICATIONS Network, Inc. ("FNC") with principal offices located at 4225...Telephone Marketing Network Master Agreement • September 28th, 2001 • Intercallnet Inc • Telephone communications (no radiotelephone)
