Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2004, by and between Creative Vistas, Inc., an Arizona corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE 3 Representations and Warranties of the CompanyStock Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE 3 Representations and Warranties of the Sellers and the CompanyCommon Stock Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.2 CREATIVE VISTAS, INC. SECURITIES PURCHASE AGREEMENT SEPTEMBER 30, 2004 TABLE OF CONTENTSSecurities Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.6 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 • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
andLoan Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.9 CREATIVE VISTAS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands...Master Security Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.11 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 30th day of September, 2004 among Creative Vistas, Inc., an Arizona corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP...Funds Escrow Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE I INTERESTSecured Convertible Note • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.12 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 30th day of September 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road,...Restricted Account Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
BACKGROUNDStock Pledge Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE I CONTRACT RATE & PREPAYMENTSSecured Revolving Note • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
LAURUS MASTER FUND, LTD.Restricted Account Release Provision • February 2nd, 2005 • Creative Vistas Inc • Blank checks
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 30, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between Creative Vistas, Inc., an Arizona corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of September 30, 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 or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $1,250,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as
