Alphanet Solutions Inc Watch

from 8-K ~10 pages Settlement Agreement This Settlement Agreement (The “Agreement”) Is Entered Into by and Between the New York City Transit Authority (“Authority”), and Alphanet Solutions, Inc. (“Alphanet”) (Jointly Referred to as the “Parties”) This 25th Day of March, 2003. Whereas, on December 16,1997 the Authority Entered Into Contract D-337437r (“Contract”) With Alphanet in the Amount of $20,433,382.53, and Whereas, Modification No. 1 Was Issued on September 29, 1998 in the Amount of $171,055.60 Making the Total Contract Amount $20,604,438.13. Whereas, On, or About May 5, 1999, Alphanet Submitted a Request to the Authority for Change Order in the Amount of $1,215,891 Along With a Request for Thirteen Month Extension to the Contract’s Duration, Which Was Denied by the Authority’s Project Manager (“Claim”) After Which Alphanet Submitted a Dispute Concerning the Claim to the Authority’s Dispute Resolution Officer Which Was Denied; and Whereas, Alphanet Then Challenged the Denial in an Article 78 Proceeding Whose Petition Was Captioned Alphanet Solutions, Inc. V. New York City Transit Authority; Bearing Index No. 8172/02 in the Supreme Court of the State of New York, Kings County, Which Petition Was Denied (“Article 78 Proceeding”); and Whereas, Alphanet Filed a Notice of Appeal From the Order Denying the Petition in the Appellate Division, Second Judicial Department (“Appeal”) Bearing Docket No.: 2002-05198; and Whereas, the Authority Has Paid Alphanet to Date the Sum of $16,400,142.01 and Whereas, the Authority Has Approved Invoices in the Amount of $1,646,014.74 for Payment and Which Are Identified on Schedule a Annexed Hereto (“Approved Invoices”); And

from 8-K ~5 pages Mr. Richard G. Erickson 880 New England Drive Westfield, Nj 07090 Dear Rich: We Refer to the Letter Agreement Between You and Alphanet Solutions, Inc. (The “Company”) Which We Executed Effective March 15, 2002 (The “March 15 Letter”) Pursuant to Which You Were Retained by the Company as a Consultant and Our Letter Between You and the Company Dated February 14, 2003 (The “February 14 Letter”). You and the Company Have Agreed That, in the Interests of Clarity, the Provisions of Paragraph 8 of the February 14 Letter Should Be Amended by Striking the Entirety Thereof and Substituting a New Paragraph 8, and That Otherwise the Provisions of the February 14 Letter Remain Effective as of the Dates Indicated Therein. We Are, in This Letter Agreement (This “Amendment”), Repeating Below the Numbered Paragraphs of the February 14 Letter Except That We Have Included the New Section 8: 1. Your Engagement as a Consultant to the Company Is Continued Until June 30 2003, Provided That the Company May, From Time to Time, Further Extend the Engagement to and Including December 31, 2003. 2. Upon Execution of This Amendment We Will Pay to You All Amounts Due to You by the Company and Remaining Unpaid as February 14, 2003 (The “Effective Time”) Under the March 15 Letter as Extended to the Date Hereof. We Understand That That Amount Is $ 100,000. 3. for the Period Commencing at the Effective Time the Company Will Pay You for Your Consulting Services at the Rate of $35,000 Per Month. There Will Be No Bonus Payment

from 8-K ~5 pages Mr. Richard G. Erickson 880 New England Drive Westfield, Nj 07090 Dear Rich: We Refer to the Letter Agreement Between You and Alphanet Solutions, Inc. (The “Company”) Which We Executed Effective March 15, 2002 (The “March 15 Letter”) Pursuant to Which You Were Retained by the Company as a Consultant. at That Time, We Understood That Your Engagement by the Company as a Consultant Would Extend for Approximately One-Half Year Until Mid-September. However, as Events Occurred, We Continued Your Engagement Thereafter. We Are, in This Letter Agreement (This “Amendment”), Extending Your Consulting Engagement Through June 30, 2003, Subject to Extension as Set Forth in Paragraph 1 Below. Accordingly, the March 15 Letter Executed by Both the Company and You Is Amended by This Amendment, as Follows: 1. Your Engagement as a Consultant to the Company Is Continued Until June 30 2003, Provided That the Company May, From Time to Time, Further Extend the Engagement to and Including December 31, 2003. 2. Upon Execution of This Amendment We Will Pay to You All Amounts Due to You by the Company and Remaining Unpaid as February 14, 2003 (The “Effective Time”) Under the March 15 Letter as Extended to the Date Hereof. We Understand That That Amount Is $ 100,000. 3. for the Period Commencing at the Effective Time the Company Will Pay You for Your Consulting Services at the Rate of $35,000 Per Month. There Will Be No Bonus Payment

from 8-K ~1 page Severance Agreement

from 8-K 1 page Change-Of-Control Agreement

from 8-K ~1 page Severance Agreement

from 8-K 1 page Change-Of-Control Agreement

from 8-K ~1 page Severance Agreement

from 8-K 1 page Change-Of-Control Agreement

from 10-Q ~5 pages Indemnification Agreement

from 8-K ~5 pages Agreement and Mutual Releases

from 10-Q ~5 pages Severance and Release Agreement This Severance and Release Agreement Is Made and Entered Into as of the 12th Day of April 2002 by and Between Alphanet Solutions, Inc., a New Jersey Corporation (The “Company”), and Vincent Tinebra (“Employee”), Residing at 5 Overlook Drive, Holmdel, New Jersey 07733-1315

from 8-K ~5 pages Severance and Release Agreement

from 10-K ~1 page Material contract

from 10-K ~10 pages Agent Agreement This Agent Agreement (This “Agreement”) Is Entered Into as of January 17, 2002, by and Between Moredirect, Inc., a Florida Corporation (The “Company”), and Alphanet Solutions, Inc., a New Jersey Corporation (The “Agent”). Recitals the Company Operates an Internet-Based, Business-To-Business Electronic Market Place Which Enables Information Technology Buyers to Efficiently Source, Evaluate, Purchase and Track a Wide Variety of Computer Hardware, Software and Related Technology Products (The “Products”) From the Manufacturers of Leading Technology Wholesale Distributors. the Company Desires to Engage the Agent as a Non-Exclusive Agent to Assist in the Promotion and Sale of Products to Prospective Customers, and the Agent Has Agreed to Serve as a Agent of the Company, on the Terms and Subject to the Conditions Set Forth in This Agreement. Terms of Agreement Now, Therefore, in Consideration of the Mutual Covenants Contained Herein, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereby Agree as Follows

from 10-Q ~10 pages Asset Purchase Agreement

from 8-K ~5 pages For Recruitment Agreement

from 10-K ~20 pages Second Amended/Restated Cert of Inc of Eureka

from 10-K 1 page Plan of Merger of Eureka Telecommunications

from 10-Q 1 page Ex. 10.38 - Letter Agreement