Exhibit 10.5 Employment Agreement G. Dennis Key, Employee This Employment Agreement ("Agreement") is made effective as of July 1, 2003, by and between Aspect Systems, Inc. ("Company"), and G. Dennis Key ("Employee"). Employee hereby represents that no...Employment Agreement • April 14th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Arizona
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 17, 2005 by and between DND TECHNOLOGIES, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • July 7th, 2005 • DND Technologies Inc • Retail-catalog & mail-order houses • New Jersey
Exhibit 99.4 ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 17, 2005 by DND TECHNOLOGIES, INC., a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Escrow Agreement • July 7th, 2005 • DND Technologies Inc • Retail-catalog & mail-order houses • New Jersey
WITNESSETH:License Agreement • April 14th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Massachusetts
RECITALSSettlement Agreement • December 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses
RECITALSSettlement Agreement • August 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Texas
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT entered into as of June 1, 2001 is by and between Aspect SemiQuip International, Inc., an Arizona corporation (the "Company"), and Douglas Dixon, an individual residing at 2187 East Victor...Employment Agreement • January 27th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Arizona
Exhibit 99.3 DND TECHNOLOGIES, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 7th, 2005 • DND Technologies Inc • Retail-catalog & mail-order houses • New Jersey
Exhibit 99.1 STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the 17th day of June 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and...Standby Equity Distribution Agreement • July 7th, 2005 • DND Technologies Inc • Retail-catalog & mail-order houses • New Jersey
WITNESSETH:License Agreement • August 18th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Massachusetts
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 27th, 2002 • Zurickirch Corp • Retail-catalog & mail-order houses • Arizona
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made this 15th day of May, 2002, by and between Zurickirch Corp., a publicly-held, fully reporting corporation incorporated in Nevada ("Zurickirch"); John Chris Kirch, an individual major shareholder residing in Salt Lake City, Utah; and Aspect Semiquip International, Inc., an Arizona corporation ("ASI"), based on the following:
EXHIBIT 10.10 TERM LOAN AND SECURITY AGREEMENT TERM LOAN AND SECURITY AGREEMENT dated as of May 14, 2004, between ASPECT SYSTEMS, INC. F/K/A ASPECT SEMIQUIP INTERNATIONAL, INC., a corporation organized and existing under the laws of the Stale of...Term Loan and Security Agreement • December 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Illinois
Exhibit 10.1 Asset Sale and License Agreement This agreement ("Agreement") is between Lam Research Corporation, a Delaware Corporation headquartered in Fremont, California ("Lam") and Aspect Systems, 375 East Elliott Road, Chandler, Arizona 85225...Asset Sale and License Agreement • April 15th, 2003 • DND Technologies Inc • Retail-catalog & mail-order houses • California
CONSULTING AGREEMENTConsulting Agreement • April 17th, 2006 • DND Technologies Inc • Retail-catalog & mail-order houses • Arizona
This Agreement is made effective as of September 01, 2005, by and between Aspect Systems, Inc., of 375 E. Elliot Rd., Chandler, Arizona 85225, and Douglas N. Dixon, of 2187 E. Victor Rd., Gilbert, Arizona 85296.
Exhibit 99.02 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this "Amendment") is made this 2nd day of August, 2002, by and between Zurickirch Corp., a Nevada corporation...Agreement and Plan of Reorganization • September 27th, 2002 • Zurickirch Corp • Retail-catalog & mail-order houses
SECOND AMENDMENT TO LEASE (EXTENSION)Lease • April 14th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses
EXHIBIT 10.11 SECURITY AGREEMENT SECURITY AGREEMENT ("Agreement") dated as of MAY 14, 2004, between DND TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Nevada having its principal office at 3960 Howard Hughs...Security Agreement • December 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses • Illinois
ContractTerm Loan and Security Agreement • August 15th, 2005 • DND Technologies Inc • Retail-catalog & mail-order houses
Merrill Lynch Private Client Group MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC. 222 North LaSalle Street 17th Floor Chicago, Illinois 60801 (312) 269-4428 FAX: (312) 499-3254 Email Address: martin_aguilera@ml.com
Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th FloorLoan Agreement • April 17th, 2007 • DND Technologies Inc • Retail-catalog & mail-order houses
This Letter Agreement (the “Letter Agreement”) will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc. (“MLBFS”) and Aspect Systems, Inc. (“Customer”) with respect to: (i) that certain FORBEARANCE AGREEMENT (the “Forbearance Agreement”) dated as of July 17, 2006 between MLBFS and Customer and the other Obligors (as that term is defined in Forbearance Agreement), (ii) that certain TERM LOAN AND SECURITY AGREEMENT No. 912852522 dated as of May 14, 2004 between MLBFS and Customer (including any and all amendments and extensions or modifications thereof) (collectively the “Loan Agreement”), and (iii) all other agreements between MLBFS and Customer or any party who has guaranteed or provided collateral for Customer’s obligations to MLBFS (a “Guarantor”) in connection therewith (collectively the “Other Agreement”; the Other Agreements, along with the FORBEARANCE AGREEMENT, and the LOAN AGREEMENT are collectively, the “Loan Documents”). Capitalized terms use
UNCONDITIONAL GUARANTY FOR VALUE RECEIVED, and in order to induce MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. ("MLBFS") to advance moneys or extend or continue to extend credit or lease property to or for the benefit of, or modify its credit...Unconditional Guaranty • December 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses
This Guaranty is absolute, unconditional and continuing and shall remain in effect until all of the Obligations shall have been fully and indefeasibly paid, performed and discharged. Upon the occurrence and during the continuance of any Event of Default under the Guaranteed Documents, any or all of the indebtedness hereby guaranteed then existing shall, at the option of MLBFS, become immediately due and payable from Guarantor (it being understood, however, that upon the occurrence of any "Bankruptcy Event", as defined in the Guaranteed Documents, all such indebtedness shall automatically become due and payable without action on the part of MLBFS). Notwithstanding the occurrence of any such event, this Guaranty shall continue and remain in full force and effect. To the extent MLBFS receives payment with respect to the Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside, required to be repaid by MLBFS or is re
Exhibit 10.9 Agreement on Outstanding Aspect Payables This agreement is between Lam Research Corporation, a Delaware Corporation headquartered in Fremont, California ("Lam") and Aspect Systems, based in Chandler, Arizona ("Aspect"). The parties agree...Agreement on Outstanding Aspect Payables • August 17th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses
FIRST AMENDMENT TO LEASE (EXPANSION)Lease • April 14th, 2004 • DND Technologies Inc • Retail-catalog & mail-order houses
Merrill LynchForbearance Agreement • August 14th, 2006 • DND Technologies Inc • Retail-catalog & mail-order houses • Illinois
This FORBEARANCE AGREEMENT (the “Forbearance Agreement”) is entered into as of July 17, 2006 and will serve to confirm certain agreements of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (“MLBFS”), Aspect Systems, Inc, (“Customer”), DND Technologies, Inc. (“DND”), and Douglas N. Dixon (“Dixon”) with respect to the following:
