EXHIBIT 10.5 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of July 20, 2005, by and between ARIELWAY , INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Termination Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors
ARTICLE 1. DEFINITIONS AND INTERPRETATIONSSecurity Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
WITNESSETH:Securities Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 2005, by and between ARIEL WAY, INC., a Florida corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
WARRANT TO PURCHASE COMMON STOCK OF ARIEL WAY, INC.Warrant Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10.3 ARIEL WAY, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
EXHIBIT 2.10 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Virginia
EXHIBIT 10.7 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 30, 2004, by and among ARIEL WAY, INC., a Delaware corporation (the "Company"), and the undersigned investors (each, an...Investor Registration Rights Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 21st day of July 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and ARIEL WAY, INC., a corporation...Standby Equity Distribution Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
BACKGROUNDEscrow Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
EXHIBIT 10.9 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS September 30, 2004 Interwest Transfer Co., Inc. 1981 East Murray Holladay Road Suite 100 Salt Lake City, Utah 84117 Attention: Ms. Stacie Banks RE: ARIEL WAY, INC. Ladies and Gentlemen: Reference is...Irrevocable Transfer Agent Instructions • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors
No. CCP-1 $500,000.00 ARIELWAY, INC. Secured Convertible Debenture Due September 29, 2006 This Secured Convertible Debenture (the "Debenture") is issued by Ariel Way, Inc, a Florida corporation (the "Obligor"), to Cornell Capital Partners, LP (the...Debenture Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors
