EX-10.23
from SB-2
1 page
Loan Extension Agreement This Extension Agreement ("Agreement") Is Entered Into Effective This 30th Day of November, 2005, Between and Among Rvision LLC, a California Limited Liability Company (The "Debtor") and Terrell W. Smith, an Individual Residing in Salt Lake County, Utah as the Lender Representative (The "Lender Representative") for Jes Holdings, LLC, Fiserv Iss & Co. Trustee Fbo H. Robert Freiheit, Ira and Brian M. Kelly, (Individually a "Lender" and Collectively the "Lending Group"). Now, Therefore, for and in Consideration of the Mutual Promises and Covenants Set Forth Herein, the Receipt and Adequacy of Which Are Hereby Acknowledged, It Is Hereby Agreed That the Due and Payable Date of the Loan Made by the Lending Group to the Debtor by Those Certain Loan Documents Signed by the Debtor and the Lender Representative on September 2, 2005 Is Extended Until December 31, 2005. in Witness Whereof, Each of the Parties Hereto Has Caused This Extension Agreement to Be Executed as of the Date First Written Above Individually or by Their Respective Officers Thereunto Duly Authorized in the Space Provided Below or on One or More Counterpart Signature Pages Attached. Rvision LLC Lender By: /S/ Gregory E. Johnston By: /S/ Terrell W. Smith Gregory E. Johnston, President Terrell W. Smith, as Representative for the Lending Group
12/34/56
EX-10.21
from SB-2
1 page
Guaranty November 17, 2005 in Order to Induce Tats, a Limited Liability Company, (Hereinafter Called "Lender") to Make a Loan, or Renewal or Extension Thereof, to Rvision LLC, (Hereinafter Called "Debtor"), the Undersigned Hereby Unconditionally Guarantees the Repayment of the Debt, to Lender, Its Successors and Assigns, the Due and Punctual Payment When Due, Whether by Acceleration or Otherwise, in Accordance With the Terms Thereof, of the Principal of and Interest on and All Other Sums Payable, or Stated to Be Payable, With Respect to the Note of the Debtor, Made by the Debtor to Lender, Dated the 17th Day of November, 2005, in the Principal Amount Twenty-Five Thousand Dollars ($ 25,000). Such Note, and the Interest Thereon and All Other Sums Payable With Respect Thereto Are Hereinafter Collectively Called "Liabilities." the Undersigned Waives Any Notice of the Incurring by the Debtor at Any Time of Any of the Liabilities, and Waives Any and All Presentment, Demand, Protest, or Notice of Dishonor, Nonpayment, or Other Default With Respect to Any of the Liabilities and Any Obligation of Any Party at Any Time. the Undersigned Hereby Grants to Lender Full Power, in Its Uncontrolled Discretion at the Time in Force, to Deal in Any Manner With the Liabilities Including, but Without Limiting the Generality of the Foregoing, the Following Power: (A) to Grant Any Extension or Renewal Thereof and Any Other Indulgence With Respect Thereto, and to Effect Any Release, Compromise or Settlement With Respect Thereto or With Respect to the Collateral Securing the Liabilities; (B) to Enter Into Any Agreement of Forbearance With Respect to All or Any Part of the Liabilities. the Obligations of the Undersigned Hereunder Shall Not Be Released, Discharged, or in Any Way Affected, Nor Shall the Undersigned Have Any Rights or Recourse Against Lender, by Reason of Any Action Lender May Take or Omit to Take Under the Foregoing Powers. /S/ Gregory E. Johnston Gregory Johnston
12/34/56
EX-10.19
from SB-2
1 page
Guaranty November 17, 2005 in Order to Induce Terry E. Landa, (Hereinafter Called "Lender") to Make a Loan, or Renewal or Extension Thereof, to Rvision LLC, (Hereinafter Called "Debtor"), the Undersigned Hereby Unconditionally Guarantees the Repayment of the Debt, to Lender, Its Successors and Assigns, the Due and Punctual Payment When Due, Whether by Acceleration or Otherwise, in Accordance With the Terms Thereof, of the Principal of and Interest on and All Other Sums Payable, or Stated to Be Payable, With Respect to the Note of the Debtor, Made by the Debtor to Lender, Dated the 17th Day of November, 2005, in the Principal Amount Sixty-Three Thousand Two-Hundred Fifty Dollars ($63,250). Such Note, and the Interest Thereon and All Other Sums Payable With Respect Thereto Are Hereinafter Collectively Called "Liabilities." the Undersigned Waives Any Notice of the Incurring by the Debtor at Any Time of Any of the Liabilities, and Waives Any and All Presentment, Demand, Protest, or Notice of Dishonor, Nonpayment, or Other Default With Respect to Any of the Liabilities and Any Obligation of Any Party at Any Time. the Undersigned Hereby Grants to Lender Full Power, in Its Uncontrolled Discretion at the Time in Force, to Deal in Any Manner With the Liabilities Including, but Without Limiting the Generality of the Foregoing, the Following Power: (A) to Grant Any Extension or Renewal Thereof and Any Other Indulgence With Respect Thereto, and to Effect Any Release, Compromise or Settlement With Respect Thereto or With Respect to the Collateral Securing the Liabilities; (B) to Enter Into Any Agreement of Forbearance With Respect to All or Any Part of the Liabilities. the Obligations of the Undersigned Hereunder Shall Not Be Released, Discharged, or in Any Way Affected, Nor Shall the Undersigned Have Any Rights or Recourse Against Lender, by Reason of Any Action Lender May Take or Omit to Take Under the Foregoing Powers. /S/ Gregory E. Johnston Gregory Johnston
12/34/56
EX-10.17
from SB-2
1 page
Memorandum Agreement November 17, 2005 Parties A. Terry E. Landa - Lender B. Tats, a Limited Liability Company - Lender C. Gregory Johnston - Guarantor D. Rvision, LLC - Debtor E. Eagle Lake Incorporated - Accommodator F. Howard S. Landa - Accommodator 1. Terry E. Landa Shall Lend Rvision $63,250 and Tats Shall Lend Rvision $25,000. 2. Gregory Johnston Shall Guarantee Repayment of Those Loans. 3. the $36,750 Owed Howard S. Landa Upon the Receipt of the Raytheon Receivable Shall Not Be Paid to Howard S. Landa, but Rolled Over to the Terry E. Landa Loan Which Will Then Total $100,000. 4. the Lenders May Convert the Principle Amounts of the Loan Into Equity via the Private Placement Closing in Connection With the Consolidation of Rvision, Custom Federal and Eagle Lake Incorporated. 5. Certain of the Creditors of Rvision Will Agree to a Deferral of 30% of Listed Payments Until After Closing of the Consolidation. 6. the Parties Shall Cause an Option to Be Granted to Terry E. Landa for 20,000 Shares of Rvision Stock on the Same Terms as Granted to William Crowell at Closing of the Consolidation. 7. the Parties Shall Cause an Option to Be Granted to Tats for 5,000 Shares of Rvision on the Same Terms Granted to William Crowell at the Closing of the Consolidation. /S/ Terry E. Landa /S/ Terrell W. Smith Terry E. Landa Terrell W. Smith for Tats /S/ Gregory E. Johnston /S/ Gregory E. Johnston Gregory Johnston Gregory Johnston for Rvision /S/ Howard S. Landa /S/ Howard S. Landa Howard S. Landa for Eagle Lake Incorporated Howard S. Landa
12/34/56