Exhibit 10.2 ESCROW AGREEMENT ESCROW AGREEMENT (the "Escrow Agreement") made as of the 12th day of January, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), the Sellers listed on Schedule A attached hereto (each a...Escrow Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
ARTICLE I DEFINITIONSNote Purchase Agreement • February 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the "Agreement") is dated as of June 21, 1999 among Vertex Industries Inc., a company organized under the laws of New Jersey ("Purchaser"), St Georges Trustees Limited, a company organized under...Share Purchase Agreement • October 7th, 1999 • Vertex Industries Inc • Computer peripheral equipment, nec • London
ARTICLE I MERGERMerger Agreement • October 2nd, 2000 • Vertex Industries Inc • Computer peripheral equipment, nec • New York
ARTICLE I DEFINITIONSStock Purchase Agreement • February 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of August 10, 2005, by and among Cape Systems Group, Inc., a New Jersey corporation ("Company"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • August 19th, 2005 • Cape Systems Group, Inc • Services-prepackaged software • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 12th day of January 20045 by and between VERTEX INTERACTIVE, INC., a New Jersey corporation (the "Employer") and Brad L. Leonard, residing at 1801...Employment Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.75 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 18th, 2003 • Vertex Interactive Inc • Services-prepackaged software • New York
ARTICLE I PURCHASE, SALEStock Purchase Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
3619 Kennedy Road South Plainfield, New Jersey 07080 Telephone +1 (0) 908 756 2000 Fax +1 (0) 908 756 9242 January 12, 2005 IMC Development Group c/o Mr. Peter Ayling Dear Peter In connection with the acquisition of the Cape Systems Group ("Cape") by...Consulting Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software
EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 28,...Warrant Agreement • June 22nd, 2004 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 11, 2005, by and among Vertex Interactive, Inc., a New Jersey corporation, with headquarters located at 3619 Kennedy Road, South...Securities Purchase Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
LICENSE AGREEMENT BETWEEN NETWEAVE CORPORATION AND VERTEX INDUSTRIES, INC. LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT entered into by and between Netweave Corporation ("Licensor"), a Delaware corporation, having principal offices at 2006...License Agreement • October 29th, 1997 • Vertex Industries Inc • Computer peripheral equipment, nec • New Jersey
SUBSCRIPTION AGREEMENT dated as of April 3, 2001 by and among VERTEX INTERACTIVE, INC. andSubscription Agreement • August 14th, 2001 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 10, 2005, by and among Cape Systems Group, Inc., a New Jersey corporation with its headquarters located at 3619 Kennedy Road, South...Registration Rights Agreement • August 19th, 2005 • Cape Systems Group, Inc • Services-prepackaged software • New York
ARTICLE I MERGERMerger Agreement • March 2nd, 2001 • Vertex Interactive Inc • Computer peripheral equipment, nec • New Jersey
RECITALSSecurities Purchase Agreement • February 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
EXHIBIT 4.1 REGISTRATION AGREEMENT REGISTRATION AGREEMENT dated as of March 30, 2000 among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), the clients of Zesiger Capital Group LLC listed on the signature pages hereto ("Zesiger...Registration Agreement • April 12th, 2000 • Vertex Industries Inc • Computer peripheral equipment, nec • New York
Exhibit 4.12 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of August 10, 2005, by and among Cape Systems Group, Inc., a New Jersey corporation (the "Company"), and the secured parties...Intellectual Property Security Agreement • August 19th, 2005 • Cape Systems Group, Inc • Services-prepackaged software • New York
MEMORANDUM OF AGREEMENTMemorandum of Agreement • October 31st, 1996 • Vertex Industries Inc • Computer peripheral equipment, nec
ARTICLE I DEFINITIONSAsset Purchase Agreement • May 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
ARTICLE I DEFINITIONSTransaction Agreement • January 25th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
NOTE PURCHASE AGREEMENT dated as of June 19, 2001 by and amongNote Purchase Agreement • August 14th, 2001 • Vertex Interactive Inc • Services-prepackaged software • New York
EXHIBIT 10.71 CONVERSION AGREEMENT Vertex Interactive, Inc. (the "Company") is the maker of a convertible promissory note in the amount of $5,000,000 (the "Note" dated June 19, 2001, as modified, in favor of MidMark Capital II, L.P. (the "Holder")....Conversion Agreement • May 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 10.66 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is effective as of the 4th day of December, 2000, by and among VERTEX INTERACTIVE, INC., a New Jersey corporation (the "Employer") and Donald W. Rowley (the "Employee") an individual...Employment Agreement • January 25th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
MANAGEMENT AGREEMENTManagement Agreement • January 14th, 2000 • Vertex Industries Inc • Computer peripheral equipment, nec • New Jersey
EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 28, 2004, by and among Vertex Interactive, Inc., a New Jersey corporation with its headquarters located at 3619 Kennedy Road, South...Registration Rights Agreement • June 22nd, 2004 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.27 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 28,...Warrant Agreement • April 26th, 2005 • Cape Systems Group, Inc • Services-prepackaged software • New York
EXHIBIT 4.9 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 28, 2004, by and among Vertex Interactive, Inc., a New Jersey corporation, with headquarters located at 3619 Kennedy Road, South Plainfield,...Securities Purchase Agreement • June 22nd, 2004 • Vertex Interactive Inc • Services-prepackaged software • New York
Exhibit 4.13 GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of January 11, 2005, among Vertex Interactive, Inc., a New Jersey corporation (the "Company"), Nicholas R. Toms (the "Pledgor"), and the pledgees...Guaranty and Pledge Agreement • January 18th, 2005 • Vertex Interactive Inc • Services-prepackaged software • New York
ARTICLE 1 SALE AND PURCHASE OF ASSETSAsset Sale and Purchase Agreement • January 25th, 2002 • Vertex Interactive Inc • Services-prepackaged software
Exhibit 10.65 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 17th day of April, 2000, by and between VERTEX INTERACTIVE, INC., a New Jersey corporation (the "Employer") and Raymond J. Broek an individual...Employment Agreement • January 25th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New Jersey
Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 10,...Warrant Agreement • August 19th, 2005 • Cape Systems Group, Inc • Services-prepackaged software • New York
EXHIBIT 10.70 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT THIS ACCOUNTS RECEIVABLE PURCHASE AGREEMENT made as of the 27th day of February, 2002 by and among LAURUS MASTER FUND, LTD. ("Laurus"), VERTEX INTERACTIVE, INC., a New Jersey corporation ("Vertex"),...Accounts Receivable Purchase Agreement • May 20th, 2002 • Vertex Interactive Inc • Services-prepackaged software • New York
TABLE OF CONTENTS PAGELease Agreement • October 29th, 1998 • Vertex Industries Inc • Computer peripheral equipment, nec • New Jersey
