EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 15th day of January, 2004 between Beverage Network of Massachusetts, Inc., a Florida corporation with its principal place of business at 4800 N.W. 15th Avenue,...Employment Agreement • March 30th, 2004 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.3 Employment Agreement THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among STEVE A. HAGLUND, an individual residing in the State of Florida whose social security number is _________ (the "Employee"); Xstream Beverages...Employment Agreement • May 15th, 2002 • Xstream Beverage Group Inc • Blank checks • Florida
MAY 14, 2004Securities Purchase Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 30, 2004, by and among XStream Beverage Group, Inc., a Nevada corporation (the "Company"), and the purchasers listed...Registration Rights Agreement • August 5th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.7Registration Rights Agreement • July 7th, 2005 • Xstream Beverage Network, Inc. • Beverages • Nevada
AGREEMENT ---------Stock Purchase Agreement • September 16th, 2002 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.6Escrow Agreement • July 7th, 2005 • Xstream Beverage Network, Inc. • Beverages • Massachusetts
MAXIM GROUPAdvisory Agreement • October 14th, 2005 • Xstream Beverage Network, Inc. • Beverages
EXHIBIT 10.6 Revised Employment Agreement THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among BARRY H WILLSON , an individual residing in Pompano Beach, USA (the "Employee"); XStream Beverage Group, Inc., a Nevada corporation...Employment Agreement • March 10th, 2004 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.5 Revised Employment Agreement THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among THEODORE FARNSWORTH , an individual residing in Boca Raton, USA (the "Employee"); XStream Beverage Group, Inc., a Nevada corporation...Employment Agreement • March 10th, 2004 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.44 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2006, by and between XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the "Company"), and Laurus Master...Registration Rights Agreement • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages • New York
Exhibit 10.4 ------------Employment Agreement • June 16th, 2003 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.1 Employment Agreement THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among EDWARD ARIOLI , an individual residing in the State of Florida whose social security number is_____ _____________ (the "Employee"); Xstream...Employment Agreement • May 15th, 2002 • Xstream Beverage Group Inc • Blank checks • Florida
EXHIBIT 10.1 ASSET PURCHASE and SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of March 16th, 2004, by and among BEVERAGE NETWORK OF MASSACHUSETTS, INC., a corporation organized and existing under the laws of...Asset Purchase Agreement • March 30th, 2004 • Xstream Beverage Group Inc • Blank checks • Florida
BACKGROUND ----------Stock Pledge Agreement • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages • New York
EXHIBIT 10.5 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...Warrant Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.2 Employment Agreement -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among THEODORE FARNSWORTH , an individual residing in the State of Florida whose social security number is ____________ (the...Employment Agreement • May 15th, 2002 • Xstream Beverage Group Inc • Blank checks • Florida
Exhibit 10.29 DISTRIBUTORSHIP AGREEMENT This Agreement is entered into effective this 1st day of January, 2003, by and between Welch Foods Inc., A Cooperative, Three Concord Farms, 575 Virginia Road, Concord, Massachusetts 01742 ("Welch's"), and...Distributor Agreement • February 1st, 2005 • Xstream Beverage Network, Inc. • Beverages • Massachusetts
AMENDMENT NO. 1 TO THE $2,000,000 SECURED PROMISSORY NOTESecured Promissory Note • April 17th, 2007 • Xstream Beverage Network, Inc. • Beverages • Florida
Exhibit 10.31 HANSEN BEVERAGE COMPANY DISTRIBUTION AGREEMENT AGREEMENT, made as of this 16" day of August, 2004, between HANSEN BEVERAGE COMPANY ("HBC"), with offices at 1010 Railroad Street, Corona, California 92882, and BEVERAGE NETWORK OF MARYLAND,...Distribution Agreement • February 1st, 2005 • Xstream Beverage Network, Inc. • Beverages • California
EXHIBIT 10.38 [MAXIM GROUP LOGO] PLACEMENT AGENCY AGREEMENT -------------------------- June 30, 2005 Mr. Jerry Pearring President XStream Beverage Network, Inc. 4800 NW 15th Avenue Ft. Lauderdale, FL 33309 Dear Mr. Pearring: This Placement Agency...Placement Agency Agreement • October 14th, 2005 • Xstream Beverage Network, Inc. • Beverages • New York
EXHIBIT 10.6 SUBSIDIARY GUARANTYSubsidiary Guaranty • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 4.2 WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • May 23rd, 2005 • Xstream Beverage Network, Inc. • Beverages
OFWarrant Agreement • August 5th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
EXHIBIT 10.50 GLOBAL BEVERAGE SOLUTIONS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: XStream Beverage Network, Inc. 2 S. University Drive Suite 220 Plantation, FL 33324 Date: January 31, 2007 To Whom It May Concern: 1. To secure...Master Security Agreement • April 17th, 2007 • Xstream Beverage Network, Inc. • Beverages • Florida
INTERPRETATIONFunds Escrow Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks • New York
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages
RECITALSDistributorship Agreement • February 1st, 2005 • Xstream Beverage Network, Inc. • Beverages • Oregon
MAXIM GROUP September 15, 2005 Mr. Jerry Pearring President XStream Beverage Network, Inc. 4800 NW 15th Avenue Ft. Lauderdale, FL 33309 Gentlemen: This is Addendum No. 2 to the advisory agreement dated April 25, 2005, by and between XStream Beverage...Advisory Agreement • October 14th, 2005 • Xstream Beverage Network, Inc. • Beverages
EXHIBIT 10.2 [MAXIM GROUP LOGO OMITTED] SUBJECT TO COMMITMENT COMMITTEE APPROVAL April 25, 2005 Mr. Jerry Pearring President XStream Beverage Network, Inc. 4800 NW 15th Avenue Ft. Lauderdale, FL 33309 Gentlemen: We are pleased that XStream Beverage...Financial Advisory and Investment Banking Agreement • May 23rd, 2005 • Xstream Beverage Network, Inc. • Beverages • New York
AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • May 9th, 2005 • Xstream Beverage Network, Inc. • Beverages • New York
XSTREAM BEVERAGE NETWORK, INC. FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 7th, 2005 • Xstream Beverage Network, Inc. • Beverages • Florida
ARTICLE I CONTRACT RATESecured Revolving Note • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages
EXHIBIT 10.46 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of March 31, 2006, is executed by Xstream Brands, Inc., a Florida corporation ("Brands"), in favor of Laurus Master Fund, Ltd....Grant of Security Interest • April 14th, 2006 • Xstream Beverage Network, Inc. • Beverages
May 14, 2004 XStream Beverage Group, Inc. 4800 N.W. 15th Avenue, Bay 1-A Fort Lauderdale, Florida 33308 Attention: Jerry Pearring Re: Restricted Account: Account Number XXX XXX XXXX, Account Name: XStream Beverage Group, Inc., maintained at North Fork...Restricted Account Agreement • May 25th, 2004 • Xstream Beverage Group Inc • Blank checks
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between XStream Beverage Group, Inc., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of May 14, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement (and, if such term is not defined in the Purchase Agreement, the meaning ascribed to such term in the Restricted Account Agreement). Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $2,450,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related
