EXHIBIT 10.13 CONSULTING AGREEMENT (MICHAEL J. WILSON) THIS CONSULTING AGREEMENT (the "Agreement") is made as of November 1, 1997 (the "Effective Date"), by and among APPLIED VOICE RECOGNITION, INC., a Utah corporation (the "company"), and MICHAEL J....Consulting Agreement • April 30th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
APPLIED VOICE RECOGNITION, INC. WARRANT AGREEMENTWarrant Agreement • April 2nd, 1997 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
APPLIED VOICE RECOGNITION, INC. WARRANT AGREEMENTWarrant Agreement • April 2nd, 1997 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
AGREEMENT WITH RESPECT TO TERMINATION OF EMPLOYMENT (Richard A. Cabrera)Termination Agreement • March 30th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 10.8 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement"), effective as of the 15th day of January, 1997 (the "Effective Date"), is by and between APPLIED VOICE RECOGNITION, INC., a Utah corporation with its principal offices in...Consulting Agreement • April 30th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.20 SUBSCRIPTION AGREEMENT Applied Voice Recognition, Inc. 1770 St. James Place, Suite 116 Houston, Texas 77056 1. Subscription. The undersigned hereby tenders this subscription and applies for the purchase of the number of shares of Common...Subscription Agreement • October 30th, 2000 • Applied Voice Recognition Inc /De/ • Services-services, nec
EXHIBIT 10.41 APPLIED VOICE RECOGNITION, INC. NONQUALIFIED STOCK OPTION AGREEMENT Optionee: J. William Boyar 1. GRANT OF STOCK OPTION. As of the GRANT DATE (identified below), Applied Voice Recognition, Inc., a Delaware corporation doing business as...Nonqualified Stock Option Agreement • October 30th, 2000 • Applied Voice Recognition Inc /De/ • Services-services, nec • Texas
Exhibit 2.1 PLAN AND AGREEMENT OF MERGER THIS PLAN AND AGREEMENT OF MERGER (this "Merger Plan") is entered into on this 7th day of November, 1997, pursuant to Section 16-10a-1104 of the Utah Revised Business Corporation Act, as amended (the "URBCA"),...Merger Agreement • January 20th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks
EXHIBIT 4.1 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (TIMOTHY J. CONNOLLY) THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amended Agreement") is made effective as of January 1, 2000 (the "Effective Date"), by and among APPLIED VOICE...Employment Agreement • February 24th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 30th day of July, 1998 by and between APPLIED VOICE RECOGNITION, INC., a Delaware corporation (the "Company") and RALF NICKELEIT-...Registration Rights Agreement • August 14th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
APPLIED VOICE RECOGNITION, INC. WARRANT AGREEMENTWarrant Agreement • April 2nd, 1997 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
ARTICLE IVoting Agreement • March 31st, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
RECITALSInvestor's Rights Agreement • March 31st, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
EXHIBIT 10.45 EMPLOYMENT AGREEMENT (JAMES SPRINGFIELD) THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 29th day of August, 2000 (the "Effective Date"), by and between APPLIED VOICE RECOGNITION, INC., a Delaware...Employment Agreement • October 30th, 2000 • Applied Voice Recognition Inc /De/ • Services-services, nec • Texas
EMPLOYMENT AGREEMENT (ERIC BLACK)Employment Agreement • August 13th, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
ARTICLE 1 DEFINITIONSLicense Agreement • April 30th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 2.1 REORGANIZATION AGREEMENT This Reorganization Agreement ("Agreement") is made and entered into this _____ day of December, 1996 between and among (i) Summa Vest Inc., a Utah corporation, which is referred to herein as the "Company," (ii)...Reorganization Agreement • December 24th, 1996 • Summa Vest Inc • Blank checks
ARTICLE I DEFINITIONSStock Exchange Agreement • March 30th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 7th day of January, 2000, to be effective as of the 20th day of December, 1999, by and between APPLIED VOICE RECOGNITION,...Registration Rights Agreement • May 15th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
EXHIBIT 10.2 ASSIGNMENT Brewer & Pritchard, P.C., hereby assigns all obligations, rights, title and interest in and to that certain Compensation Agreement dated March 31, 1996, for the performance of services for Applied Voice Recognition, Inc....Compensation Agreement • April 15th, 1997 • Applied Voice Recognition Inc /De/ • Blank checks
Brewer & Pritchard, P.C., hereby assigns all obligations, rights, title and interest in and to that certain Compensation Agreement dated March 31, 1996, for the performance of services for Applied Voice Recognition, Inc.
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT (A Word Above, Inc.) This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of the 28th day of May, 1999 (the "Effective Date"), is by and among TIMOTHY E. COOK and KAY F. COOK, married persons residing in...Stock Purchase Agreement • June 14th, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
R E C I T A L S: ---------------Registration Rights Agreement • March 31st, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
W I T N E S S E T H: -------------------Technology License Agreement • May 15th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
W I T N E S S E T H:Employment Agreement • May 14th, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
PLACEMENT AGREEMENT OF APPLIED VOICE RECOGNITION, INC.Placement Agreement • August 14th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 18 day of August, 1999 (the "Effective Date") by and between APPLIED VOICE RECOGNITION, INC., a Delaware corporation...Registration Rights Agreement • August 27th, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
W I T N E S S E T H: -------------------Employment Agreement • May 15th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.1 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE SECURITIES...Warrant Agreement • May 15th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
EXHIBIT 10.8 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (the "Amendment") is made and executed this the 5th day of November, 1999 (the "Effective Date"), by and between Applied Voice Recognition, Inc., a...Convertible Promissory Note • November 15th, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.10 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE SECURITIES...Warrant Agreement • March 31st, 1999 • Applied Voice Recognition Inc /De/ • Blank checks • Delaware
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 31st day of December 1997 (the "Effective Date"), by and between VOICE IT WORLDWIDE, INC., a Colorado corporation (the...Registration Rights Agreement • April 15th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 12th day of August, 1997 by and between APPLIED VOICE RECOGNITION, INC., a Utah corporation (the "Company") and...Registration Rights Agreement • April 15th, 1998 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
10. MISCELLANEOUS. This stock option is subject to all the terms and conditions of the Applied Voice Recognition, Inc. 1996 Director Stock Option Plan pursuant to which it is granted. The Compensation of the Company has authority to interpret and...Non-Incentive Stock Option Agreement • April 1st, 1997 • Applied Voice Recognition Inc /De/ • Blank checks
EXHIBIT 10.11 AMENDMENT II TO VALUE ADDED RESELLER AGREEMENT ---------------------------------------------- This AMENDMENT II TO VALUE ADDED RESELLER AGREEMENT (this "Amendment"), is executed this 7th day of January, 2000, to be effective as of...Value Added Reseller Agreement • May 15th, 2000 • Applied Voice Recognition Inc /De/ • Blank checks • Texas
