AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG THE SHAREHOLDER OF SOFTPRO CORPORATION, SOFTPRO CORPORATION, SOFTPRO MERGER CORP. AND MICRO GENERAL CORPORATIONMerger Agreement • September 4th, 2001 • Micro General Corp • Misc industrial & commercial machinery & equipment • Delaware
RECITALS:Merger Agreement • May 26th, 1998 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
1 EXHIBIT 99(B) AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 26th, 1998 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 15,1999 (the "Effective Date"), by and between MICRO GENERAL CORPORATION, a Delaware corporation (the "Company"), and JOHN SNEDEGAR (the...Employment Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
BY AND AMONGAgreement and Plan of Reorganization • November 23rd, 1998 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of November 7, 2001 (the "Effective Date"), by and between MICRO GENERAL CORPORATION, a Delaware corporation (the "Company"), and NANCY...Employment Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
EXHIBIT 10.29 CONVERTIBLE NOTE PURCHASE AGREEMENT by and between MICRO GENERAL CORPORATION, a Delaware corporation,Convertible Note Purchase Agreement • March 28th, 2000 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
RECITALSCredit Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment
EXHIBIT 10.30 CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on December 22, 1999,by and between Micro General Corporation, a Delaware corporation, ("Borrower") and Imperial Bank, a California banking corporation,...Credit Agreement • March 28th, 2000 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
1 EXHIBIT 10.25 INDUCEMENT AGREEMENT THIS INDUCEMENT AGREEMENT ("Agreement") dated March 30 , 1999 and is entered into by and between JOHN SNEDEGAR ("Snedegar"), CAL WEST SERVICE CORPORATION, a California corporation ("Cal West"), and MICRO GENERAL...Inducement Agreement • April 15th, 1999 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
EXHIBIT 10.19 LICENSE AGREEMENT This License Agreement (the "Agreement") is made on December 21, 2001 (the "Effective Date"), by and between iLumin Corporation, a Utah corporation, (the "Licensor") and Micro General Corporation, a Delaware...License Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment
EXHIBIT 10.28 MASTER SECURITY AGREEMENT (dated as of March 21, 2001 ("Agreement") THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION (together with its successors and assigns, if any, "SECURED PARTY") and MICRO GENERAL CORPORATION...Master Security Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment
EXHIBIT 10.22 SOFTWARE SERVICES AGREEMENT This Software Services Agreement (called the "Agreement") covers the terms and conditions under which Fidelity National Financial, Inc. will pay Micro General Corp certain monthly payments in consideration for...Software Services Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is effective as of November 1, 2001, by and between Micro General Corporation, a Delaware corporation ("Micro General") and Beyond Ventures, LLC, a Washington...Stock Purchase Agreement • December 19th, 2001 • Micro General Corp • Misc industrial & commercial machinery & equipment • Delaware
EXHIBIT 10.16 SYSTEM DEVELOPMENT, MAINTENANCE AND INFORMATION TECHNOLOGY SERVICES AGREEMENTSystem Development, Maintenance and Information Technology Services Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
Article I - Definitions and Other Provisions of General Application 2 Section 101. Definitions 2 Section 102. Effect of Headings and Table of Contents 4 Section 103. Successors and Assigns 4 Section 104. Severability Clause 4 Section 105. Benefits of...Convertible Note Purchase Agreement • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
STANDARD INDUSTRIAL/COMMERCIAL MULTI -TENANT LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ("Basic Provisions"). 1.1Parties: This lease("Lease"),dated for reference purposes November 6, 1996 is made by and between Andrew...Lease Agreement • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment
EXHIBIT 10.24 Software Services Agreement This Software Services Agreement (called the "Agreement") covers the terms and conditions under which Fidelity National Financial, Inc. will pay Micro General Corporation certain monthly payments in...Software Services Agreement • April 1st, 2002 • Micro General Corp • Misc industrial & commercial machinery & equipment
STANDARD SUBLEASE American Industrial Real Estate Association 1.Parties. This Sublease, dated, for reference purposes only, October 29, 1996 is made by and between Micro General Corporation(herein called "Sublessor") and Secure Communication Systems,...Sublease Agreement • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment
MICRO GENERAL CORPORATION CONVERTIBLE NOTE (MULTIPLE ADVANCES) $1,000,000.00Irvine, California August 1, 1996 MICRO GENERAL CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term...Convertible Note • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
LOAN AGREEMENT AND AGREEMENT TO ISSUE DETACHABLE WARRANTS THIS LOAN AGREEMENT AND AGREEMENT TO ISSUE DETACHABLE WARRANTS is made and is effective this 25th day of November, 1997 (the "Agreement"), by and between MICRO GENERAL CORPORATION, a...Loan Agreement • March 31st, 1998 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
CONVERTIBLE NOTE PURCHASE AGREEMENT by and between MICRO GENERAL CORPORATION, a Delaware corporation, and DITO CAREE L.P., a Nevada limited partnership Dated as of August 1, 1996 CONVERTIBLE NOTE DUE JULY 31, 2001 TABLE OF CONTENTSConvertible Note Purchase Agreement • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
MICRO GENERAL CORPORATION CONVERTIBLE NOTE (MULTIPLE ADVANCES) $2,000,000.00 Irvine, California August 1, 1996 MICRO GENERAL CORPORATION, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term...Convertible Note • March 31st, 1997 • Micro General Corp • Misc industrial & commercial machinery & equipment
This Note is duly authorized and issued by the Company, is designated as set forth on the face hereof, and is limited to the aggregate principal amount of $2,000,000.00 issued under and pursuant to that certain Convertible Note Purchase Agreement, dated as of August 1, 1996 (herein called the "Agreement"), duly executed and delivered by the Company and Lender, to which Agreement reference is hereby made for a further description of the rights, limitation of rights, obligations, and duties thereunder of the Company and Lender. In case an Event of Default shall have occurred under this Note or under the Agreement (as the term "Event of Default" is defined in said Agreement), the principal balance hereof and all accrued but unpaid interest thereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Agreement.
EXHIBIT 10.26 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 15,1999 (the "Effective Date"), by and between MICRO GENERAL CORPORATION, a Delaware corporation (the "Company"), and JOHN SNEDEGAR (the...Employment Agreement • March 28th, 2000 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
RECITALSIntellectual Property Transfer Agreement • March 28th, 2000 • Micro General Corp • Misc industrial & commercial machinery & equipment • California
