WITNESSETH:Loan Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 8.5 SECURITY AGREEMENT AND FINANCING STATEMENT (Debtor: Texas TBS, Inc.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between TEXAS TBS, INC. ("Debtor" herein), a Delaware corporation, whose address...Security Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 6.6 LEASE AGREEMENT This Lease made as of this 10th day of February, 1998, between Stolthaven Houston Inc., a Connecticut Corporation, hereinafter referred to as "Landlord" and Total Building Systems, Inc., a Texas Corporation, hereinafter...Lease Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 8.7 CONTINUING AND UNCONDITIONAL GUARANTY AGREEMENT (GUARANTOR: TEXAS TBS, INC.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between TEXAS TBS, INC. (together "Guarantor" herein), whose address is...Guaranty Agreement • March 3rd, 2000 • Megaworld Inc • Texas
WITNESSETH:Loan Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 8.10 ASSUMPTION AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between TEXAS TBS, INC., a Texas corporation whose address for purposes of this Agreement is 6250 North Houston Rosslyn Road...Assumption Agreement • March 3rd, 2000 • Megaworld Inc
RECITALSEmployment Agreement • March 3rd, 2000 • Megaworld Inc • Texas
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 6.10 EMPLOYMENT AGREEMENT THIS AGREEMENT is made the 1st day of March, 1998. BETWEEN: 1. MegaWorld, Inc., Delaware Corporation, having its principal registered offices located at, 2nd Floor, 430 Park Avenue, New York, New York 10022, U.S.A....Employment Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 8.9 INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between TEXAS TBS, INC., a Texas corporation whose address for purposes of this Agreement is 6250 North Houston Rosslyn Road...Indemnification Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 6.7 PRIVILEGED AND CONFIDENTIAL MUTUAL RELEASE, WAIVER AND SETTLEMENT AGREEMENT THIS Mutual Release, Waiver and Settlement Agreement (the "Agreement") is entered into by and between MegaWorld, Inc., a Delaware corporation ("MegaWorld"),...Mutual Release, Waiver and Settlement Agreement • March 3rd, 2000 • Megaworld Inc
AGREEMENTTenancy Agreement • March 3rd, 2000 • Megaworld Inc • New York
1 EXHIBIT 6.13 TENANCY AGREEMENT Art. 1 - Messrs. Parodi Vinicio with a share equal to 50%; Signora Falabeni Renzina with a share equal to 28%, Parodi Valerio with a share equal to 22% rent to Castello Ratti Enterprises domiciled in New York with the...Tenancy Agreement • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 6.11 AGREEMENT AND CONTRACT AGREEMENT made as of this 22nd day of June, 1998, between MegaWorld Leisure, Inc., 430 Park Avenue, New York, N.Y. 10022 (the Company) and Mr. Kenneth Miller, d/b/a Global Marketing Group, Ltd. (GMG), 119 West...Employment Agreement • March 3rd, 2000 • Megaworld Inc • New York
1 EXHIBIT 6.14 GENERAL TERMS AND CONDITIONS FOR CUSTOMER AGREEMENTS This agreement is made as of November 1st, 1999, by and between MEGAWORLD, INC. ("MEGW"), a Delaware corporation with offices at 6250 N. Houston Rosslyn Rd., Houston, TX 77091, USA,...Customer Agreement • March 3rd, 2000 • Megaworld Inc • New York
PLAN OF MERGERPlan of Merger • March 3rd, 2000 • Megaworld Inc
1 EXHIBIT 6.15 MegaWorld Inc. GENERAL TERMS AND CONDITIONS FOR CUSTOMER AGREEMENTS This agreement is made as of October 19th, 1999, by and between MEGAWORLD, INC. ("MEGW"), a Delaware corporation with offices at 6250 N. Houston Rosslyn Rd., Houston,...General Terms and Conditions for Customer Agreements • March 3rd, 2000 • Megaworld Inc • New York
1 EXHIBIT 8.1 ACQUISITION / MERGER AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of November, 1998, by and between MEGAWORLD, INC. ("MegaWorld" herein), a Delaware corporation whose address for purposes of this Agreement is 430...Acquisition / Merger Agreement • March 3rd, 2000 • Megaworld Inc • Texas
1 EXHIBIT 8.8 CONTINUING AND UNCONDITIONAL GUARANTY AGREEMENT (GUARANTOR: MEGAWORLD, INC.) THIS AGREEMENT, made and entered into effective the 11th day of November, 1998, by and between MEGAWORLD, INC. (together "Guarantor" herein), whose address is...Continuing and Unconditional Guaranty Agreement • March 3rd, 2000 • Megaworld Inc • Texas
TERM PROMISSORY NOTE (FIXED RATE)Promissory Note • March 3rd, 2000 • Megaworld Inc • Texas
