Exhibit 99.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 10, 2005, by and between Return on Investment Corporation, a Delaware corporation (the "Company"), and Laurus...Registration Rights Agreement • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
EXECUTION COPY VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of December 6, 2004, among the undersigned stockholders (the "Stockholders") of Return on Investment Corporation, a Delaware corporation ("ROI"), and VeriFone, Inc., a...Voting Agreement • December 14th, 2004 • Return on Investment Corp • Services-prepackaged software • New York
DATED:Loan and Security Agreement • October 7th, 2005 • Tectonic Network, Inc • Services-prepackaged software • California
Exhibit 10.7 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into on November 10, 2004, by and between Return on Investment Corporation, a corporation organized under the laws of the...Registration Rights Agreement • November 15th, 2004 • Return on Investment Corp • Services-prepackaged software • Georgia
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 14th, 2004 • Return on Investment Corp • Services-prepackaged software • New York
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement ("Amendment") is made and entered into as of October 12, 2005, by and among Tectonic Network, Inc., a Delaware corporation and its subsidiary Tectonic...Asset Purchase Agreement • October 13th, 2005 • Tectonic Network, Inc • Services-prepackaged software
Exhibit 4.8 WARRANT TO PURCHASE STOCK THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF...Warrant Agreement • February 9th, 2005 • Return on Investment Corp • Services-prepackaged software • California
AGREEMENTAgreement • February 9th, 2005 • Return on Investment Corp • Services-prepackaged software • Georgia
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Employment Agreement") is made and entered into as of the 18th day of January, 2002, by and between RETURN ON INVESTMENT CORPORATION, a corporation organized...Employment Agreement • September 30th, 2002 • Return on Investment Corp • Services-prepackaged software • Georgia
RECITALSEmployment Agreement • March 17th, 1999 • Net Tech International Inc • Misc industrial & commercial machinery & equipment • New Jersey
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Employment Agreement") is made and entered into as of the 18th day of January, 2002, by and between RETURN ON INVESTMENT CORPORATION, a corporation organized...Employment Agreement • September 30th, 2002 • Return on Investment Corp • Services-prepackaged software • Georgia
RECITALSSecurities Purchase Agreement • November 15th, 2004 • Return on Investment Corp • Services-prepackaged software • Georgia
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG RETURN ON INVESTMENT CORPORATION, TECTONIC SOLUTIONS, INC. BBN ACQUISITION, INC.Merger Agreement • November 13th, 2003 • Return on Investment Corp • Services-prepackaged software • Georgia
Exhibit 99.5 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of January 10, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), and Return on Investment Corporation, a Delaware corporation (the "Company" or...Stock Pledge Agreement • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
Exhibit 99.7 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 • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK -------------------------------------------------- THIS AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK ("Agreement") is made and entered into as of the 10th day of May, 2001, by and among RETURN...Merger Agreement • May 25th, 2001 • Return on Investment Corp • Misc industrial & commercial machinery & equipment • Georgia
Exhbit 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 29, 2003, is entered into by and between Return On Investment Corporation, a Delaware corporation (the "Company"), and each of the...Registration Rights Agreement • February 9th, 2005 • Return on Investment Corp • Services-prepackaged software • Delaware
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Employment Agreement") is made and entered into as of the 18th day of January, 2002, by and between RETURN ON INVESTMENT CORPORATION, a corporation organized...Employment Agreement • January 22nd, 2002 • Return on Investment Corp • Misc industrial & commercial machinery & equipment • Georgia
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This Amendment No. 3 to Asset Purchase Agreement ("Amendment") is made and entered into as of November 8, 2005, by and among Tectonic Network, Inc., a Delaware corporation and its subsidiary Tectonic...Asset Purchase Agreement • November 18th, 2005 • Tectonic Network, Inc • Services-prepackaged software
1) UNDERWRITING AGREEMENT--PLACEMENT AGENCY AGREEMENT NET/TECH INTERNATIONAL, INC. Private Placement of Shares of Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 5th, 2000 • Net Tech International Inc • Misc industrial & commercial machinery & equipment • New Jersey
Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _______ __, 2004, is entered into by and between Return On Investment Corporation, a Delaware corporation (the "Company"), and each of the...Registration Rights Agreement • February 9th, 2005 • Return on Investment Corp • Services-prepackaged software • Delaware
Exhibit 99.2 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS...Secured Convertible Term Note • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
2) PLAN OF ACQUISITION/MERGER--PLAN OF MERGER PLAN AND AGREEMENT OF MERGER AND EXCHANGE OF STOCK -------------------------------------------------- THIS PLAN AND AGREEMENT OF MERGER AND EXCHANGE OF STOCK ("Agreement") is made and entered into as of...Plan of Merger • September 5th, 2000 • Net Tech International Inc • Misc industrial & commercial machinery & equipment • Georgia
ARTICLE I INTERESTSecured Convertible Note • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
EXHIBIT 10.5A AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT ("AMENDMENT") is made as of the 31st day of May, 2002, by and between RETURN ON INVESTMENT CORPORATION, a corporation organized and existing under the...Employment Agreement • September 30th, 2002 • Return on Investment Corp • Services-prepackaged software
Exhibit 99.3 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS...Secured Revolving Note • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
LOGO] SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410Accounts Receivable Purchase Agreement • November 15th, 2004 • Return on Investment Corp • Services-prepackaged software • California
AGREEMENTSecurity Agreement • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This Amendment No. 2 to Asset Purchase Agreement ("Amendment") is made and entered into as of October 28, 2005, by and among Tectonic Network, Inc., a Delaware corporation and its subsidiary Tectonic...Asset Purchase Agreement • November 2nd, 2005 • Tectonic Network, Inc • Services-prepackaged software
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK -------------------------------------------------- THIS AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF STOCK ("Agreement") is made and entered into as of the 31st day of January, 2001, by...Merger Agreement • October 2nd, 2001 • Return on Investment Corp • Misc industrial & commercial machinery & equipment • Georgia
LAURUS MASTER FUND, LTD. 825 Third Avenue 14th Floor New York, New York 10022Security Agreement • January 18th, 2005 • Return on Investment Corp • Services-prepackaged software • New York
EXHIBIT 10.8 AGREEMENT TO PURCHASE CORPORATION By and between Net/Tech International, Inc., (hereafter NTTI) and James Neill. WHEREAS James Neill owns 100% of the outstanding stock in Pressure Point Technologies, Inc., (hereafter PPT). WHEREAS NTTI is...Agreement to Purchase Corporation • March 14th, 1997 • Net Tech International Inc • Misc industrial & commercial machinery & equipment
EXHIBIT 10.1A AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT ("AMENDMENT") is made as of the 31st day of May, 2002, by and between RETURN ON INVESTMENT CORPORATION, a corporation organized and existing under the...Employment Agreement • September 30th, 2002 • Return on Investment Corp • Services-prepackaged software
AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 27th, 2005 • Tectonic Network, Inc • Services-prepackaged software
This Amendment No. 4 to Asset Purchase Agreement (“Amendment”) is made and entered into as of December 19, 2005, by and among Tectonic Network, Inc., a Delaware corporation and its subsidiary Tectonic Solutions, Inc., a Georgia corporation (each a Seller, and collectively the "Seller"), and Boston Equities Corporation, a Nevada corporation (“Boston”), and Tectonic, Inc. a Delaware corporation and subsidiary of Boston (the "Buyer') with respect to the following facts:
REVISED EMPLOYMENT AGREEMENT BETWEEN NET/TECH INTERNATIONAL, INC. AND GLENN E. COHEN WHEREAS Net/Tech International, Inc. (hereafter NTTI) is desirous of employing Glenn E. Cohen (hereafter Cohen) as President and Chief Operating Officer. WHEREAS...Employment Agreement • March 14th, 1997 • Net Tech International Inc • Misc industrial & commercial machinery & equipment
