BACKGROUNDEscrow Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
ARTICLE 1.Security Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.18 LOAN AND SECURITY AGREEMENT by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC. as BorrowerLoan and Security Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Maryland
WITNESSETH:Securities Purchase Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION...Warrant Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Virginia
EXHIBIT 10.12 SOLUTION TECHNOLOGY INTERNATIONAL, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.16 INTERCREDITOR AGREEMENT This Intercreditor Agreement (this "Agreement"), dated as of June 28, 2004, is by and among CrossHill Georgetown Capital, L.P. ("CrossHill"), a Delaware limited partnership, Cornell Capital Partners, L.P....Intercreditor Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Virginia
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of June 29, 2004 by and between SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.10 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, 2004, by and among SOLUTION TECHNOLOGY INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the undersigned...Investor Registration Rights Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of June 29, 2004 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and SOLUTION...Standby Equity Distribution Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • New Jersey
EXHIBIT 10.9 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS June 29, 2004 Bryan Echols Group Vice President Stock Transfer Services SunTrust Bank 58 Edgewood Avenue Room 225 Atlanta, Georgia 30303 RE: SOLUTION TECHNOLOGY INTERNATIONAL, INC. Ladies and...Irrevocable Transfer Agent Instructions • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone)
RECITALS:Business Development Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Maryland
RECITALS.Loan and Security Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Virginia
EXHIBIT 10.14 AMENDED AND RESTATED MUTUAL SETTLEMENT AND GENERAL RELEASE AGREEMENT This Confidential Amended and Restated Settlement and General Release Agreement (the "Agreement") is entered into this 6th day of September, 2005, by and between Urban...Mutual Settlement and General Release Agreement • September 20th, 2005 • Networth Technologies, Inc. • Telephone communications (no radiotelephone) • Maryland
