ARTICLE I EMPLOYMENT ----------Employment Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • Ontario
EMPLOYMENT AGREEMENT dated as of May 27,1999 between GHS, INC. a Delaware corporation (the "Company"), and William Zanker (the "Employee"). The Company desires to employ the Employee, and the Employee desires to accept such employment, on the terms...Employment Agreement • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • New York
ESCROW AGREEMENT, dated as of May 27, 1999, among GHS, INC., a Delaware corporation ("PARENT"), Debbie Dworkin (the "STOCKHOLDER" and together with Parent referred to herein as "INTERESTED PARTIES") and State Street Bank and Trust Company, in its...Escrow Agreement • February 17th, 2000 • Dreamlife Inc • Services-educational services • Massachusetts
OPTION AGREEMENT dated as of May 27, 1999 among GHS, INC., a Delaware corporation ("GHS"), SELIGMAN GREER COMMUNICATION RESOURCES, INC., a California corporation (d/b/a The Learning Annex of San Francisco) (the "SAN FRANCISCO LEARNING ANNEX"), SGS...Option Agreement • February 17th, 2000 • Dreamlife Inc • Services-educational services • California
amongMerger Agreement • December 11th, 2002 • Eos International Inc • Services-educational services • New Jersey
GHS, INC.Stockholders Agreement • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • New York
DATED AS OF MAY 27, 1999 AMONG GHS, INC.Agreement and Plan of Reorganization • February 17th, 2000 • Dreamlife Inc • Services-educational services • Delaware
AGREEMENTShareholder Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • New York
WARRANTWarrant Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • Delaware
RECITALS:Employment Agreement • March 31st, 2003 • Eos International Inc • Services-educational services • California
SECTION 1 DEFINITIONSEmployment Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • California
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2002 • Eos International Inc • Services-educational services • New York
the "Assignor")Assignment Agreement • April 10th, 2002 • Eos International Inc • Services-educational services
ASSET PURCHASE AGREEMENT AMONG CMSF, INC., AS THE BUYER, AND ALLIED HEALTH GROUP, INC., GUT MANAGEMENT, INC., SKY MANAGEMENT CO., FLORIDA SPECIALTY NETWORK, LTD., SURGICAL ASSOCIATES OF SOUTH FLORIDA, INC., SURGINET, INC., AS SELLERS, AND JACOB NUDEL,...Asset Purchase Agreement • April 8th, 1998 • GHS Inc • Services-computer integrated systems design • Florida
REGISTRATION RIGHTS AGREEMENT dated as of July 17, 2001 (the "AGREEMENT"), among DREAMLIFE, INC., a Delaware corporation (the "COMPANY") and those persons listed on SCHEDULE I attached hereto who or which are or become signatories hereto (the...Registration Rights Agreement • August 1st, 2001 • Dreamlife Inc • Services-educational services • New York
EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of January 15, 1999 (the "Commencement Date") by and between DISCOVERY TOYS, INC., a California corporation (the "Company"), and LANE NEMETH ("Executive"). R E C...Employment Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • California
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 2001 • Dreamlife Inc • Services-educational services • New York
Exhibit 10.23 dreamlife, inc. SECURED $3,500,000 BRIDGE LOAN PROMISSORY NOTEPromissory Note • December 21st, 2001 • Dreamlife Inc • Services-educational services
Exhibit 10.75 Hearst-Argyle Television, Inc. 888 Seventh Avenue New York, New York 10106 Dreamlife 888 7th Avenue 13th Floor New York, New York 10106 Re: 888 Seventh Avenue New York, New York 10106 ("The Building")...License Agreement • April 10th, 2002 • Eos International Inc • Services-educational services • New York
Exhibit 10.11 REIMBURSEMENT AGREEMENT ----------------------- Reimbursement Agreement, dated as of July 1, 1999, between IFS OF NEW JERSEY, INC., a New Jersey corporation ("IFS") and DISCOVERY TOYS, INC., a California corporation ("DT'). RECITALS. A....Reimbursement Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • New Jersey
TORevolving Credit and Security Agreement • March 31st, 2003 • Eos International Inc • Services-educational services • New York
DATED AS OF MAY 27, 1999 AMONG GHS, INC.Agreement and Plan of Reorganization • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.59 GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 10th, 2002 • Eos International Inc • Services-educational services
RECITALS:Employment Agreement • March 31st, 2003 • Eos International Inc • Services-educational services • California
OPTION AGREEMENT dated as of May 27, 1999 among GHS, INC., a Delaware corporation ("GHS"), SELIGMAN GREER COMMUNICATION RESOURCES, INC., a California corporation (d/b/a The Learning Annex of San Francisco) (the "SAN FRANCISCO LEARNING ANNEX"), SGS...Option Agreement • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 14th, 1997 • GHS Inc • Services-computer integrated systems design • New York
RETENTION AND SEVERANCE AGREEMENT AGREEMENT made as of this 23rd day of May, 2000 by and between BETH POLISH, residing at 140 Riverside Drive, New York, New York 10024 (the "Employee"), and DREAMLIFE, INC., formerly known as GHS, Inc., a Delaware...Severance Agreement • May 26th, 2000 • Dreamlife Inc • Services-educational services • New York
REPURCHASE AGREEMENT dated as of May 27, 1999, between GHS, INC., a Delaware corporation (the "Company"), and DEBBIE DWORKIN (the "Stockholder"). The Stockholder owns 50,000 shares of preferred stock, $0.01 par value (the "Preferred Stock") of the...Repurchase Agreement • February 17th, 2000 • Dreamlife Inc • Services-educational services • New York
EXHIBIT 4.2 TERMINATION AGREEMENT Termination Agreement, dated July 18, 2001 (the "AGREEMENT"), by and among DREAMLIFE, INC. (successor in interest to GHS, Inc.) (the "COMPANY"), Anthony J. Robbins ("ROBBINS"), Robbins Research International Inc....Termination Agreement • August 1st, 2001 • Dreamlife Inc • Services-educational services • New York
Exhibit 10(g) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of May 27, 1999 is made and entered into by and among GHS, Inc., a Delaware corporation (the "Company"), and the holders of Registrable...Registration Rights Agreement • June 14th, 1999 • GHS Inc • Services-computer integrated systems design • Delaware
EXHIBIT 2.2 NOTE EXCHANGE AGREEMENTNote Exchange Agreement • August 1st, 2001 • Dreamlife Inc • Services-educational services • Delaware
Confidential Treatment has been granted for certain provisions of this exhibit. Omitted portions have been filed separately with the Commission. FINAL YAHOO! INC. / GHS, INC. CONTENT LICENSE AGREEMENT THIS CONTENT LICENSE AGREEMENT (the "AGREEMENT")...Content License Agreement • August 30th, 2000 • Dreamlife Inc • Services-educational services • California
BETWEENAsset and Share Purchase Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • Ontario
AGREEMENT FOR MANAGEMENT CONSULTING SERVICESManagement Consulting Services Agreement • December 21st, 2001 • Dreamlife Inc • Services-educational services • New Jersey
THE BANK OF NOVA SCOTIAAssignment of Agreement • April 10th, 2002 • Eos International Inc • Services-educational services • Ontario
