Nuwave Technologies Inc Sample Contracts

Turnaround Partners, Inc. – AMENDMENT TO STOCK PURCHASE AGREEMENT (February 20th, 2008)

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amending Agreement”) is made and entered into this 12th day of February 2008 by and among Turnaround Partners, Inc., a Nevada corporation having its principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the “Company”), Mr. Timothy J. Connolly, an individual with his principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (“Mr. Connolly”) and Viewpoint Capital, LLC, a Nevada Limited Liability Company with its principal place of business at 2470 Evening Twilight Lane, Henderson, Nevada 89044, (“Buyer”, and together with the Company and Mr. Connolly, the “Parties”, and each, a “Party”).

Turnaround Partners, Inc. – AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES E PREFERRED STOCK (Par Value $0.01 Per Share) OF TURNAROUND PARTNERS, INC. (February 20th, 2008)

The undersigned, a duly authorized officer of TURNAROUND PARTNERS, INC., a Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and hereinafter referred to as the “Company”), in accordance with the provisions of Section 78.390 of the Nevada Revised Statutes, DOES HEREBY CERTIFY that the following amended and restated resolution was duly adopted by the Board of Directors of the Company (the “Board”) by unanimous written consent pursuant to Section 78.315 of the Nevada Revised Statutes on or about February 12, 2008:

Turnaround Partners, Inc. – AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES D PREFERRED STOCK (Par Value $0.01 Per Share) OF TURNAROUND PARTNERS, INC. (December 14th, 2007)

The undersigned, a duly authorized officer of TURNAROUND PARTNERS, INC., a Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and hereinafter referred to as the “Company”), in accordance with the provisions of Section 78.390 of the Nevada Revised Statutes, DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors of the Company (the “Board”) by unanimous written consent pursuant to Section 78.315 of the Nevada Revised Statutes on or about December 13, 2007:

Turnaround Partners, Inc. – STOCK PURCHASE AGREEMENT (December 11th, 2007)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 5th day of December 2007 by and among Turnaround Partners, Inc., a Nevada corporation having its principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the “Company”), Mr. Timothy J. Connolly, an individual with his principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (“Mr. Connolly”) and Viewpoint Capital, LLC, a Nevada Limited Liability Company with its principal place of business at 2470 Evening Twilight Lane, Henderson, Nevada 89044, (“Buyer”, and together with the Company and Mr. Connolly, the “Parties”, and each, a “Party”).

Turnaround Partners, Inc. – SECOND AMENDMENT TO PURCHASE AGREEMENT (April 17th, 2007)

This Second Amendment (this “Amendment”) to that certain Purchase Agreement (the “Original Agreement”), dated as of September 30, 2006, by and among Turnaround Partners, Inc., a Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and hereinafter referred to as the “Purchaser”), Kipling Holdings, Inc., a Delaware corporation (the “Company”) and Timothy J. Connolly, an individual (the “Selling Shareholder”, and together with the Purchaser and the Company, the “Parties”) is dated and made effective as of December 31, 2006.

Emerge Capital Corp. – Unaudited Pro Forma Financial Statements (December 13th, 2006)

On September 30, 2006, Turnaround Partners, Inc. (the “Company” or “Registrant”) entered into that certain Purchase Agreement (the “ Agreement”) with Kipling Holdings, Inc. (“Kipling”) and Timothy J. Connolly, an individual (the “ Selling Shareholder”, and together with the Registrant and Kipling, the “Parties”) and immediately prior to the Agreement, owner of one hundred percent (100%) of the total issued and outstanding capital stock of Kipling (the “Shares”). Pursuant to the Agreement, the Registrant purchased from the Selling Shareholder, and the Selling Shareholder sold to the Registrant, the Shares in exchange for (a) the assumption by the Registrant of all of the liabilities of the Company, (b) the Registrant expanding those certain Existing Anti-Dilution Rights (as such term is defined in the Agreement) held by the Selling Shareholder in the Registrant's Series B convertible preferred stock (the “ Series B Preferred”) post closing and (c) a nominal cash amount equal to the dire

Emerge Capital Corp. – FIRST AMENDMENT TO PURCHASE AGREEMENT (October 6th, 2006)

This First Amendment (this “Amendment”) to that certain Purchase Agreement (the “Original Agreement”), dated as of September 30, 2006, by and among Emerge Capital Corp., a Delaware Corporation (the “Purchaser”), Kipling Holdings, Inc., a Delaware corporation (the “Company”) and Timothy J. Connolly, an individual and the holder of one hundred percent (100%) of the capital stock of the Company (the “Selling Shareholder”, and together with The Purchaser and the Company, the “Parties”) is dated and made effective as of October 5, 2006.

Emerge Capital Corp. – PURCHASE AGREEMENT (October 6th, 2006)

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2006, by and among Emerge Capital Corp., a Delaware corporation (the “Purchaser”), Kipling Holdings, Inc., a Delaware corporation (the “Company”) and Timothy J. Connolly, an individual and the holder of one hundred percent (100%) of the capital stock of the Company (the “Selling Shareholder”).

Emerge Capital Corp – EMERGE CAPITAL CORP. 2005 STOCK INCENTIVE PLAN (May 31st, 2006)
Emerge Capital Corp – ASSUMPTION AGREEMENT (February 15th, 2006)

KNOW ALL MEN BY THESE PRESENTS, that on or about February 7, 2006, CORNELL CAPITAL PARTNERS, LP (the “Purchaser”) purchased from EMERGE CAPITAL CORP. (the “Seller”) 100 shares of common stock of Lehigh Acquisition Corp. (“Lehigh”) pursuant to that certain Stock Purchase Agreement (the “SPA”) dated as of February 3, 2006 between the Purchaser and the Seller for the purchase price set forth therein. As a condition of the Purchaser agreeing to enter into the SPA, Lehigh has agreed to assume the obligations (i) owed to the Purchaser on Schedule 1 (Debentures) and (ii) specified on Schedule 2 (Assumed Liabilities), in each case as specified in the SPA (collectively, the “Obligations”). The Obligations are secured by that certain Mortgage dated as of April 22, 2004 given by Lehigh to the Purchaser, and that certain Mortgage dated as of April 22, 2004 given by Lehigh to Stone Street Asset Management, LLC (and subsequently assigned to the Purchaser), in each case on the real property located i

Emerge Capital Corp – STOCK PURCHASE AGREEMENT (January 30th, 2006)

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this 11th day of November, 2005 by and among CORPORATE STRATEGIES, INC. and assigns ("CSI"), ROBERT FARRELL ("Farrell") and JOSEPH DONOHUE ("Donahue"). Farrell and Donohue are sometimes referred to herein as the "Shareholders". W I T N E S S E T H: WHEREAS, the Shareholders are the owners of eighty-eight million two hundred fifty thousand (88,250,000) shares of common stock, par value $0.001 per share (the "Company Common Stock"), in such percentage ownership interests as set forth opposite their names on the signature page hereto; and WHEREAS, the Shareholders wish to sell to CSI, in the aggregate, seventy million six hundred thousand shares (70,600,000) of Company Common Stock owned by the Shareholders (the "Shares"), and CSI wishes to purchase the Shares from the Shareholders, on the terms and conditions set

Nuwave Technologies Inc – CONVERTIBLE DEBENTURE (August 1st, 2005)

THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. CONVERTIBLE DEBENTURE

Nuwave Technologies Inc – CONVERTIBLE DEBENTURE (July 28th, 2005)

THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. CONVERTIBLE DEBENTURE

Nuwave Technologies Inc – CONVERTIBLE DEBENTURE (May 10th, 2005)

EXHIBIT 99.1 THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

Nuwave Technologies Inc – EMPLOYMENT AGREEMENT (February 4th, 2005)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of June 1, 2004 (the "Effective Date") by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and GEORGE KANAKIS (the "Employee"). RECITALS: Employee's participation in the business of the Company is essential to the Company's success. The parties wish to provide for the employment of Employee by the Company from and after the date hereof, and to restrict the ability of Employee to compete with the Company, all on the terms and conditions herein set forth. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Employment. Subject to Section 3 below, the Company

Nuwave Technologies Inc – ASSIGNMENT AND AMENDMENT AGREEMENT (January 27th, 2005)

ASSIGNMENT AND AMENDMENT AGREEMENT This Assignment and Amendment Agreement (the "Agreement") is made and entered into as of January 26, 2005 by and among STONE STREET ASSET MANAGEMENT, LLC, a Nevada limited liability corporation (the "Assignor"), CORNELL CAPITAL PARTNERS, L.P. (the "Assignee"), and LEHIGH ACQUISITION CORPORATION (the "Company"). NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the parties do hereby agree to as follows: 1. SECURED PROMISSORY NOTE. Assignor is the legal and beneficial owner of that certain Secured Promissory Note (the "Note") dated December 22, 2003 in the principal amount of One Million Four Hundred Thousand Dollar ($1,400,000) given by (the "Company") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers to Assignee the right to col

Nuwave Technologies Inc – TERMINATION AGREEMENT (January 27th, 2005)

TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of January 26 2005, by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). Recitals: WHEREAS, on December 22, 2003, the Company issued to the Investor that certain $3,300,000 Secured Convertible Debenture (the "Debenture"), and the Investor advanced such funds to the Company. WHEREAS, on the date hereof, the Company issued a Secured Promissory Note (the "Note") in a principal amount of $3,481,273.85 to replace and supersede the Debenture and all amounts owed to the Investor under the Debenture. NOW, THEREFORE, in consideration of the promises and the mutual promises, conditions and covenants contained herein and in Debenture and other good and valuabl

Nuwave Technologies Inc – SECURED PROMISSORY NOTE (January 27th, 2005)

SECURED PROMISSORY NOTE January 26, 2005 Jersey City, New Jersey $3,481,273.85 FOR VALUE RECEIVED, the undersigned, NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Lender") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Lender shall specify in writing, the principal sum of Three Million Four Hundred Eighty One Thousand Two Hundred Seventy Three Dollars and Eighty Five Cents ($3,481,273.85) and interest at the annual rate of five percent (5%) on the unpaid balance pursuant to the following terms: WHEREAS, the partied intend for this Secured Promissory Note ("Note") to replace and supersede the Secured Convertible Debenture between the Company and the Lender issued on December 22, 2003 ("Debenture") and to terminate the Debenture. WHEREAS, the L

Nuwave Technologies Inc – REGISTRATION RIGHTS AGREEMENT (January 27th, 2005)

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 26, 2005 by and between NUWAVE TECHNOLOGIES INC., a Delaware corporation, with its principal office located at 1416 Morris Avenue Union, New Jersey 07083 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the "Standby Equity Distribution Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value US$0.001 per share (the "Common Stock"), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to T

Nuwave Technologies Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (January 27th, 2005)

STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 26th day of January 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NUWAVE TECHNOLOGIES INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Thirty Million Dollars (US$30,000,000) of the Company's common stock, par value $0.01 per share (the "Common Stock"); WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"), and or upon such other exemptio

Nuwave Technologies Inc – PLACEMENT AGENT AGREEMENT (January 27th, 2005)

NUWAVE TECHNOLOGIES INC. PLACEMENT AGENT AGREEMENT Dated as of: January 26, 2005 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, NuWave Technologies Inc., a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Thirty Million

Nuwave Technologies Inc – TERMINATION AGREEMENT (January 27th, 2005)

TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of January 26, 2005, by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). Recitals: WHEREAS, in May 2004, the Company and the Investor entered into that certain Standby Equity Distribution Agreement, as well as the related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of even date therewith (together with the Standby Equity Distribution Agreement, the "Transaction Documents"); NOW, THEREFORE, in consideration of the promises and the mutual promises, conditions and covenants contained herein and in the Transaction Documents and other good and valuable consideration, receipt of which is hereby acknowledged, the partie

Nuwave Technologies Inc – AGREEMENT OF SALE (November 22nd, 2004)

EXHIBIT 10.2 AGREEMENT OF SALE THIS AGREEMENT (the "Agreement"), made as of this 1st day of July, 2004, by and between LEHIGH ACQUISITION CORPORATION, a New Jersey corporation having an address at 1416 Morris Avenue, Suite 207, Union, New Jersey 07083, (the "Seller") and 24 WEST 96TH STREET REALTY CORP., a New Jersey corporation having an address at 10 Devonshire Road, Livingston, New Jersey 07039 (the "Buyer"). WITNESSETH: WHEREAS, Seller is the 100% owner of certain real property and the improvements thereon located on Lot 1 in Block 511 of the Tax Map of the Township of Cranford, New Jersey, commonly known as 555 South Avenue, Cranford, New Jersey 07016 (hereinafter referred to as the "Property"); and WHEREAS, Buyer is desirous of acquiring a twenty percent (20%) interest in the Property as a tenan

Nuwave Technologies Inc – CONVERTIBLE DEBENTURE (November 22nd, 2004)

EXHIBIT 10.3 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH

Nuwave Technologies Inc – AMENDED AND RESTATED AGREEMENT OF SALE (November 22nd, 2004)

EXHIBIT 10.1 AMENDED AND RESTATED AGREEMENT OF SALE THIS AGREEMENT (the "Agreement"), made effective as of this November 10, 2004, by and between LEHIGH ACQUISITION CORPORATION, a New Jersey corporation having an address at 1416 Morris Avenue, Suite 207, Union, New Jersey 07083, (the "Seller") and 24 WEST 96TH STREET REALTY CORP., a New Jersey corporation having an address at 10 Devonshire Road, Livingston, New Jersey 07039 (the "Buyer"). WITNESSETH: WHEREAS, the parties entered into an original Agreement of Sale (the "Original Agreement of Sale") dated as of July 1, 2004, regarding certain real property and the improvements thereon located on Lot 1 in Block 511 of the Tax Map of the Township of Cranford, New Jersey, commonly known as 555 South Avenue, Cranford, New Jersey 07016 (hereinafter referred to as the "Propert

Nuwave Technologies Inc – 5% CONVERTIBLE DEBENTURE (November 5th, 2004)

EXHIBIT 10.1 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH

Nuwave Technologies Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (August 9th, 2004)

STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the 25th day of May 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NUWAVE TECHNOLOGIES INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Thirty Million Dollars (US$30,000,000) of the Company's common stock, par value $0.01 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated

Nuwave Technologies Inc – PLACEMENT AGENT AGREEMENT (August 9th, 2004)

NUWAVE TECHNOLOGIES INC. PLACEMENT AGENT AGREEMENT Dated as of: May 25, 2004 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, NuWave Technologies Inc., a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows: 1. Offering. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Standby Equity Distribution Agreement dated the date hereof (the "Standby Equity Distribution Agreement"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "Offering") up to Thirty Mil

Nuwave Technologies Inc – REGISTRATION RIGHTS AGREEMENT (August 9th, 2004)

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 25, 2004 by and between NUWAVE TECHNOLOGIES INC., a Delaware corporation, with its principal office located at 1416 Morris Avenue Union, New Jersey 07083 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). WHEREAS: A. In connection with the Standby Equity Distribution Agreement by and between the parties hereto of even date herewith (the "Standby Equity Distribution Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value US$0.001 per share (the "Common Stock"), which can be purchased pursuant to the terms of the Standby Equity Distribution Agreement for an aggregate purchase price of up to

Nuwave Technologies Inc – EMPLOYMENT AGREEMENT (August 9th, 2004)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of June 1, 2004 (the "Effective Date") by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and GEORGE KANAKIS (the "Employee"). RECITALS: Employee's participation in the business of the Company is essential to the Company's success. The parties wish to provide for the employment of Employee by the Company from and after the date hereof, and to restrict the ability of Employee to compete with the Company, all on the terms and conditions herein set forth. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Employment. Subject to Section 3 below, the Company

Nuwave Technologies Inc – SECURED DEBENTURE (April 15th, 2004)

Exhibit 10.31 THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WIT

Nuwave Technologies Inc – SECURED CONVERTIBLE DEBENTURE (April 15th, 2004)

Exhibit 10.29 THIS SECURED CONVERTIBLE DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WIT

Nuwave Technologies Inc – SECURED PROMISSORY NOTE (April 15th, 2004)

SECURED PROMISSORY NOTE DECEMBER 22, 2003 JERSEY CITY, NEW JERSEY $1,400,000.00 FOR VALUE RECEIVED, the undersigned, LEHIGH ACQUISITION CORPORATION, a Nevada corporation (the "Company"), promises to pay STONE STREET ASSET MANAGEMENT, LLC, a Nevada limited liability corporation (the "Holder") at 101 Hudson Street, Suite 3606, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of ONE MILLION FOUR HUNDRED THOUSAND (U.S.) DOLLARS AND 00/100 ($1,400,000.00) and will be payable pursuant to the following terms: 1. AMOUNT OF NOTE. The face amount of this Secured Promissory Note (this "Note") shall be payable in full on January 10, 2010 and monthly payments of 27,740.71 that begin on January 1, 2005. There shall be 60 total payments. Interest has been calculated at a yearly rate of 5%. This Note is issued in con

Nuwave Technologies Inc – INDEPENDENT SALES AGENT AGREEMENT (April 15th, 2004)

Exhibit 10.32 INDEPENDENT SALES AGENT AGREEMENT THIS INDEPENDENT SALES AGENT AGREEMENT, (the "Agreement") is entered into and made effective as of this day of October 2003 (the "Effective Date"), by and between NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company") and NEXTGEN ASSOCIATES, INC., a New Jersey Corporation (the "Independent Sales Agent"). WITNESSETH: WHEREAS, the Company primarily concentrates on identifying, developing and commercializing high-margin, proprietary technologies, specifically technology related to image and video enhancement designed to enrich picture and video output ("Nuwave Technology"); and WHEREAS, the Company desires to retain the Independent sales Agent, as a non-exclusive independent contractor, to assist the Company in the marketing, promotion, sale and distribution of

Nuwave Technologies Inc – AGREEMENT (September 23rd, 2003)

EXHIBIT 10.1 AGREEMENT THIS AGREEMENT (this "AGREEMENT"), dated as of September 10 2003, by and among NUWAVE TECHNOLOGIES INC., a Delaware corporation, with headquarters located at 1 Passaic Avenue Fairfield, New Jersey 47004 (the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP, a Delaware Limited Partnership, with headquarters located at 101 Hudson Street - Suite 3606, Jersey City, New Jersey 07302 ("CORNELL") WITNESSETH: WHEREAS, the Company and the Cornell entered into a Securities Purchase Agreement, Convertible Debenture, Registration Rights Agreement, Escrow Agreement and Irrevocable Transfer Agent Instructions on (the "TRANSACTION DOCUMENTS"); WHEREAS, the Company is in default of it obligations pursuant to the Transaction Documents (the "OBLIGATIONS"); WHEREAS, in exchange for Cornell's agreement not to foreclose