2 CONTENTS -i- 3 EXHIBIT INDEX Exhibit 1 Form of Restricted Stock Purchase Agreement Exhibit 5.16 Company Tax Matters Certificate Exhibit 6.16 Digital Tax Matters Certificate Exhibit 7.3 Shareholders Agreement Exhibit 8.2(e) Form of Opinion of Counsel...Agreement and Plan of Merger • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
1 EXHIBIT 10.3 LOAN AGREEMENT This LOAN AGREEMENT ("Agreement") is entered into as of this 20th day of September, 1996 by and among VIEWSTAR CORPORATION, a California corporation (the "Borrower"), and DIGITAL SYSTEMS INTERNATIONAL, INC., a Washington...Loan Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
RECITALSDevelopment Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
E. As a condition to the parties' entering into the Merger Agreement, ViewStar has required that the Digital Shareholders agree, and Digital has required that the ViewStar Shareholders agree, and the Digital Shareholders and the ViewStar Shareholders...Shareholders Agreement • October 18th, 1996 • Digital Systems International Inc • Telephone & telegraph apparatus • Washington
