Prolong International Corp Sample Contracts

AGREEMENT ---------
Loan Agreement • November 14th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
R E C I T A L - - - - - - -
Employment Agreement • August 11th, 2000 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
EXCHANGE AGREEMENT
Exchange Agreement • July 3rd, 1997 • Prolong International Corp • Nevada
AGREEMENT ---------
Agreement • July 3rd, 1997 • Prolong International Corp
PROLONG INTERNATIONAL CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Rights Agent
Rights Agreement • October 30th, 2002 • Prolong International Corp • Miscellaneous products of petroleum & coal • Delaware

RIGHTS AGREEMENT, dated as of October 25, 2002 (the “Agreement”), between Prolong International Corporation, a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

BACKGROUND
Agreement and Plan • July 6th, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal
BACKGROUND ----------
Cancellation Agreement • March 23rd, 1998 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2003 among PROLONG INTERNATIONAL CORPORATION PROLONG SUPER LUBRICANTS, INC. and ST. CLOUD CAPITAL PARTNERS, LP, as Collateral Agent
Pledge and Security Agreement • April 14th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California

This PLEDGE AND SECURITY AGREEMENT, dated as of November 24, 2003 (this “Agreement”), among each of the undersigned (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, LP, acting in the capacity of agent for the benefit of the Purchasers (the “Collateral Agent”).

AGREEMENT ---------
The Agreement and Plan • January 31st, 2002 • Prolong International Corp • Miscellaneous products of petroleum & coal
AGREEMENT ---------
Exclusive License • July 3rd, 1997 • Prolong International Corp • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 4th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 24, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”). St. Cloud and the Other Purchasers are each referred to herein as “Purchaser” and collectively as “Purchasers”. Parent, Borrower, Cayman Sub I and Cayman Sub II are eac

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 14th, 2004 • Prolong International Corp • Miscellaneous products of petroleum & coal • California

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of November, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (the “St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Island company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”), the individuals identified on Exhibit A attached hereto (collectively, “Executives” or individually without distinction as an “Executive”), and each other person who becomes a Holder (as defined below) hereunder. St. Cloud and the Other Purchasers are at times collectively referred to herein as “Investors” or individually without distinction as an “Investor”. Capitalized terms used but not otherwise defined herein shall have the respective meanings

WARRANT TO PURCHASE COMMON STOCK OF Prolong International Corporation
Prolong International Corp • April 14th, 2004 • Miscellaneous products of petroleum & coal • California

A = the greater of (i) the closing price of the Common Stock as reported by the American Stock Exchange on the Closing Date (as such term is defined in the Securities Purchase Agreement) or (ii) the book value per share of the Common Stock on the Closing Date

AGREEMENT ---------
Prolong International Corp • March 23rd, 1998 • Miscellaneous products of petroleum & coal
Contract
Prolong International Corp • May 20th, 2005 • Miscellaneous products of petroleum & coal • California

THIS NOTE, THE INDEBTEDNESS, INCLUDING PRINCIPAL AND ACCRUED INTEREST THEREON, EVIDENCED BY THIS NOTE AND THE SECURITY INTEREST SET FORTH IN THIS NOTE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 16, 2005 BY AND AMONG ST. CLOUD CAPITAL PARTNERS, LP, BEDFORD OAK CAPITAL, L.P., BEDFORD OAK OFFSHORE, LTD., ASPEN VENTURES LLC AND THE OTHER INVESTORS PARTY THERETO, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

Contract
Prolong International Corp • May 20th, 2005 • Miscellaneous products of petroleum & coal • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.

EXHIBIT 10.23 PROLONG SUPER LUBRICANTS. INC. CONTRACT PACKAGING AGREEMENT
Contract Packaging Agreement • March 25th, 1999 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
SUBORDINATION AGREEMENT
Subordination Agreement • May 20th, 2005 • Prolong International Corp • Miscellaneous products of petroleum & coal • California

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 16, 2005, is entered into by and among ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (collectively with St. Cloud, Bedford I and Bedford II, the “Original Purchasers”), and each of the new purchasers listed on the signature pages hereto (each a “New Purchaser,” and, collectively, the “New Purchasers”).

AGREEMENT ---------
Prolong International Corp • April 14th, 2000 • Miscellaneous products of petroleum & coal
December 02, 2004 Mr. Nico Rosier Chief Financial Officer Prolong Super Lubricants, Inc. Irvine, CA 92618 Re: Early Termination of Employment Agreement Dear Nico:
Prolong International Corp • December 8th, 2004 • Miscellaneous products of petroleum & coal

Pursuant to our discussions, this letter will outline the terms of the early termination of your Employment Agreement originally dated June 1, 2000 and the Addendum thereto dated August 19th, 2002.