AND CLAY MELNYKStock Purchase Agreement • May 25th, 2004 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 7.1Asset Purchase Agreement • January 31st, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
PREAMBLEAsset Purchase Agreement • January 14th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 4.2 SECURITY AGREEMENT The undersigned ("Debtor") grants to Carter M. Fortune ("Secured Party") a security interest in the following described property: All of Debtor's equipment, furnishings, supplies, good will, accounts, accounts...Security Agreement • September 18th, 2000 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Indiana
EXHIBIT 2.5 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is effective as of the 1st day of October, 2003 (the "Effective Date"), by and between Fortune Diversified Industries, Inc., a Delaware corporation (the...Executive Employment Agreement • October 10th, 2003 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
Exhibit 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • November 28th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF FORTUNEAgreement • July 16th, 2001 • Wow Entertainment Inc • Services-allied to motion picture production • Indiana
Exhibit E GUARANTY --------Guaranty • August 15th, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
RecitalsSettlement Agreement • November 13th, 1998 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Mississippi
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of September 12, 1996 between American Gaming & Entertainment, Ltd., a Delaware corporation (the "Company"), and J. Douglas Wellington, a resident of New Jersey ("Executive"). A. Executive...Employment Agreement • October 8th, 1996 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MEMBERSExchange Agreement • July 16th, 2001 • Wow Entertainment Inc • Services-allied to motion picture production • Indiana
November 23, 1999 J. Douglas Wellington President & CEO American Gaming & Entertainment, Ltd. 51 Beech Road Glen Rock, New Jersey 07452 Re: In re The Bennett Funding Group, Inc. Case No. 96-61376 (as substantively consolidated, "Bennett") In re...Letter Agreement • December 2nd, 1999 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • New York
ANDSecurities Purchase Agreement • November 28th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production • New York
Exhibit 4.3 RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (the "Agreement") is made as of this 30th day of July, 2001, by and between WOW ENTERTAINMENT, INC., a Delaware corporation with its principal place of business...Restricted Stock Purchase Agreement • August 3rd, 2001 • Wow Entertainment Inc • Services-allied to motion picture production • Indiana
EXHIBIT 2.1 ----------- MERGER AGREEMENT THIS AGREEMENT AND PLAN OF MERGER, dated as of the ____ of March, 2005 (the "Agreement"), by and among CSM, Inc., a Tennessee corporation ("Company"), Marc Fortune ("Fortune"), Greg Daily ("Daily"), Harbinger...Merger Agreement • April 11th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
R E C I T A LExecutive Employment Agreement • July 17th, 2003 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 99.2 DISTRIBUTOR AGREEMENT --------------------- Appointment 1. Upon prompt return by Distributor to Thomson Inc. (hereinafter "Thomson") of two unaltered copies of this Agreement signed by a duly authorized representative of Distributor, the...Distributor Agreement • January 28th, 2004 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 21, 2005, by and between Fortune Diversified Industries, Inc., an Indiana corporation (the "Company"), and Laurus...Registration Rights Agreement • November 28th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production • New York
Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT _______________________________________ THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated May 12, 1998 between American Gaming & Entertainment, Ltd., a Delaware Corporation (the "Company"), and J....Employment Agreement • June 10th, 1998 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation
WITNESS:Employment Agreement • August 15th, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 2.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is effective as of the 1st day of October, 2003 (the "Effective Date"), by and between Professional Staff Management, Inc., an Indiana corporation...Executive Employment Agreement • October 10th, 2003 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 7.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 10th, 2003 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
L E A S ELease • November 29th, 2001 • Fortune Diversified Industries Inc • Services-allied to motion picture production
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MCLANEStock Redemption Agreement • July 11th, 2001 • Wow Entertainment Inc • Services-allied to motion picture production • Indiana
and CEMEX, INC.Stock Purchase Agreement • May 14th, 2004 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 5.2 ----------- OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is entered into this ___ day of June, 2003 by and among Norman G. Wolcott, Jr., individually, and Norman G. Wolcott, Jr. and Norman G. Wolcott, Sr., as Co-Trustees of...Option Agreement • July 17th, 2003 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
THIS OPTION AGREEMENT (this "Agreement") is entered into this ___ day of June, 2003 by and among Norman G. Wolcott, Jr., individually, and Norman G. Wolcott, Jr. and Norman G. Wolcott, Sr., as Co-Trustees of the Norman G. Wolcott, Sr. and Lucile H. Wolcott Revocable Trust of 1995 (collectively, "Common Stock Sellers"), Carter Fortune ("Fortune"), and Fortune Diversified Industries, Inc. ("FDI").
Article I Lease of the Premises ---------------------Lease Agreement • August 15th, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
EXHIBIT 10.11 _____________ STOCK PURCHASE AGREEMENT ________________________ THIS AGREEMENT made this 28th day of July, 2000, between John F. Fisbeck, David B. McLane and Carter M. Fortune (hereinafter referred to individually as a "Buyer" and...Stock Purchase Agreement • August 14th, 2000 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Indiana
EXHIBIT 10.12 _____________ STOCK PURCHASE AGREEMENT THIS AGREEMENT made as of this 28th day of July, 2000, between John F. Fisbeck, David B. McLane and Carter M. Fortune (hereinafter referred to individually as a "Buyer" and collectively as the...Stock Purchase Agreement • August 14th, 2000 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Indiana
Exhibit 10.8 ------------ Fortune Diversified Industries, Inc. A Global Business Network November 15, 2001 Jeffrey J. Lewis 3923 Hemmingway Drive Okemos, MI 48864 Dear Jeff: The purpose of this letter is to memorialize our prior verbal agreement. On...Stock Option Agreement • November 29th, 2001 • Fortune Diversified Industries Inc • Services-allied to motion picture production
WITNESSETH:Subscription and Shareholders' Agreement • September 18th, 2000 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Indiana
ARTICLE I CONTRACT RATE AND AMORTIZATIONConvertible Term Note • November 28th, 2005 • Fortune Diversified Industries Inc • Services-allied to motion picture production
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Agreement made as of this 1st day of September, 2000, between John F. Fisbeck, David B. McLane and Carter M. Fortune (hereinafter referred to individually as a "Seller" and collectively as the "Sellers"), and...Stock Purchase Agreement • September 18th, 2000 • American Gaming & Entertainment LTD /De • Services-miscellaneous amusement & recreation • Indiana
SECTION 1Asset Purchase Agreement • November 29th, 2002 • Fortune Diversified Industries Inc • Services-allied to motion picture production • Indiana
