EXHIBIT 2 STOCKHOLDER AGREEMENT dated as of January 27, 1997Stockholder Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design • Delaware
1 EXHIBIT 1Merger Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design • Delaware
EXHIBIT: 10.16Warrant Agreement • October 13th, 1995 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 18 SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT EXECUTED BY AND AMONG COAST BUSINESS CREDIT, DENTSPLY INTERNATIONAL INC., AND NEW IMAGE INDUSTRIES, INC. AND INSIGHT IMAGING SYSTEMS, INC., DATED AS OF DECEMBER 24, 1996...Credit Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design • Pennsylvania
EXHIBIT 15 FORM OF EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the ____ day of ____________, 1997, by and among New Image Industries, Inc., a Delaware corporation ("New Image"), DENTSPLY International...Employment Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design • California
CONTRACT BETWEEN NEW IMAGE INDUSTRIES AND LORAL FAIRCHILD CORP. FOR INTRA-ORAL DENTAL X-RAY SYSTEM 1 This Contract is made and entered into by and between the New Image Industries, Inc. 21218 Vanowen Street,. Conga Park, California 91303, a California...Contract • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 10-15 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of May 17, 1996 between New Image Industries, Inc., a Delaware corporation, located at 2283 Cosmos Court, Carlsbad, California ("Company"), and Mark Stevens...Employment Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 19 SUBORDINATION AND INTERCREDITOR AGREEMENT THIS SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of December 24, 1996 (the "Agreement"), is entered into by and among COAST BUSINESS CREDIT, a Division of Southern Pacific Thrift & Loan...Subordination and Intercreditor Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design
WARRANT AGREEMENT (Kenneth B. Sawyer - 37,500 Shares) This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of the 31st day of March, 1996, by and between NEW IMAGE INDUSTRIES, INC. (the "Company"), a Delaware corporation, and Kenneth...Warrant Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
WARRANT AGREEMENT (Kenneth B. Sawyer 75,000 Warrant Shares) This WARRANT AGREEMENT (this "AGREEMENT") is entered into as of December 31, 1995, by and between New Image Industries, Inc. (the "Company"), a Delaware corporation, and Kenneth B. Sawyer...Warrant Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
WARRANT AGREEMENT (Robert S. Colman 100,000 Warrant Shares)Warrant Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 10.20 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT OR...Common Stock Warrant • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
NEW IMAGE LOGO]Agreement and Plan of Merger • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design
EXHIBIT: 10.15Engagement Agreement • October 13th, 1995 • New Image Industries Inc • Services-computer integrated systems design • California
INTERNATIONAL MARKETING AND CONSULTING SERVICES AGREEMENTInternational Marketing and Consulting Services Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
WARRANT AGREEMENT (Robert S. Colman - 37,500 Shares)Warrant Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 16 MUTUAL CONFIDENTIAL NON-DISCLOSURE AGREEMENT This Mutual Confidential Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made this 8th day of October 1996, by and between New Image Industries, Inc. a Delaware...Mutual Confidential Non-Disclosure Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design • California
SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (this "Agreement") is made and entered into as of the 24th day of March 1995, by and between New Image Industries, Inc., a Delaware corporation (the "Company"), and...Severance Agreement • October 13th, 1995 • New Image Industries Inc • Services-computer integrated systems design • California
EXHIBIT 10.21 FIRST AMENDMENT TO COMMON STOCK WARRANT (May 9, 1996) This Amendment is entered into as of May 9, 1996, by and between Insight Imaging Systems, Inc. ("Insight"), a California corporation, and Name with respect to that certain Common...Common Stock Warrant • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design
EXHIBIT 20 DENTSPLY International Inc. Re: New Image --------- Gentlemen: Reference is made to that certain Amended and Restated Loan and Security Agreement dated May 22, 1996, as amended ("Loan Agreement") among Coast Business Credit, a division of...Loan and Security Agreement • January 31st, 1997 • New Image Industries Inc • Services-computer integrated systems design
RECITALSGeneral Private Label Leasing Agreement • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design • Delaware
AMENDMENT NO.1Contract for Intra-Oral Dental X-Ray System • October 4th, 1996 • New Image Industries Inc • Services-computer integrated systems design
