Enclaves Group Inc Sample Contracts

Enclaves Group Inc – EXTENSION OF NOTE AND LIEN (May 5th, 2006)

THAT Enclaves of Spring Magnolia II LLC, a Texas limited liability company (hereinafter referred to as the “Undersigned”), being legally obligated to pay the hereinafter described Promissory Note (the “Note”) and who, if not presently primarily liable for the payment of the Note, does hereby expressly assume the payment thereof, said Note being in the original principal sum of Seven Hundred Eighty-Eight Thousand Seven Hundred Fifty and No/100 Dollars ($788,750.00) dated May 13, 2005, executed and delivered by the Undersigned to the order of Orinda Capital Partners, L.P., a Texas limited partnership (hereinafter referred to as “Noteholder”), and being more fully described in a Deed of Trust (herein so called) of even date therewith recorded as Document Number D205148516 of the Deed of Trust Records of Tarrant County, Texas, said Note being secured by the liens therein created or mentioned against the real property more particularly described therein (the “Property”), and who now desires

Enclaves Group Inc – May 1, 2006 (May 5th, 2006)
Enclaves Group Inc – PURCHASE AND SALE AGREEMENT [City of Ft. Pierce, St. Lucie County, Florida] (February 17th, 2006)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the 9th day of February, 2006, is made by and between JENKINS PROPERTY HOLDING LLC, a Florida limited liability company (the “Seller”), and ENCLAVES GROUP, INC., a Delaware corporation, and its successors or assigns (the “Purchaser”).

Enclaves Group Inc – PURCHASE AND SALE AGREEMENT [Mansfield Avenue and Pleasant Valley Road Town of Mansfield, Connecticut] (February 8th, 2006)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the 1st day of February, 2006, is made by and between BRUCE HUSSEY and FRANCA HUSSEY (collectively the “Seller”), and ENCLAVES GROUP, INC., a Delaware corporation, and its successors or assigns (the “Purchaser”).

Enclaves Group Inc – CONTINUING GUARANTY AGREEMENT (January 23rd, 2006)

WHEREAS, ENCLAVES GROUP, INC., a Delaware corporation (hereinafter referred to as the “Guarantors”, whether one or more) has agreed to guarantee, jointly and severally, the payment of all credit heretofore or hereafter extended and all advances heretofore or hereafter made by ORION BANK, its successors and/or assigns (hereinafter referred to as the “Bank”) to ENCLAVES OF EAGLE NEST LLC, a Florida limited liability company (hereinafter referred to as the “Borrower”), and of all other Liabilities (as hereinafter defined) of the Borrower to the Bank.

Enclaves Group Inc – LOAN AGREEMENT (January 23rd, 2006)

This Agreement dated January 18, 2006, is made by and between ENCLAVES OF EAGLE NEST LLC, a Florida limited liability company (“Borrower”) and ORION BANK, including its successors and assigns (“Bank”).

Enclaves Group Inc – PROMISSORY NOTE (January 23rd, 2006)

FOR VALUE RECEIVED, ENCLAVES OF EAGLE NEST LLC, a Florida limited liability company (the “undersigned”), hereby promises to pay to the order of ORION BANK, its successors and/or assigns (the “holder”), at P.O. Box 413040, Naples, Florida 34101-3040, or at such other place as the holder hereof may, from time-to-time, designate in writing, the principal sum of Two Million Five Hundred Thousand and No/100ths Dollars ($2,500,000.00), or so much thereof as shall have been disbursed hereunder, together with interest thereon at the rate set forth below, computed on the daily outstanding principal balance of the loan, such principal and interest being payable in lawful money of the United States which shall be legal tender in payment of all debts at the time of payment as follows:

Enclaves Group Inc – MORTGAGE DEED CONTAINING FUTURE ADVANCE CLAUSE AND RESTRICTING ALIENATION (January 23rd, 2006)

THIS INDENTURE is made and executed this 18th day of January, 2006, by and between ENCLAVES OF EAGLE NEST LLC, a Florida limited liability company, whose address is 45 Knollwood Road, Fifth Floor, Elmsford, New York 10523 (hereinafter referred to as “Mortgagor”), to ORION BANK, including its successors and/or assigns, with offices located at P.O. Box 413040, Naples, Florida 34101-3040 (hereinafter referred to as “Mortgagee”).

Enclaves Group Inc – EXTENSION OF NOTE AND LIEN (January 11th, 2006)

THAT Enclaves of Spring Magnolia II LLC, a Texas limited liability company (hereinafter referred to as the “Undersigned”), being legally obligated to pay the hereinafter described Promissory Note (the “Note”) and who, if not presently primarily liable for the payment of the Note, does hereby expressly assume the payment thereof, said Note being in the original principal sum of Seven Hundred Eighty-Eight Thousand Seven Hundred Fifty and No/100 Dollars ($788,750.00) dated May 13, 2005, executed and delivered by the Undersigned to the order of Orinda Capital Partners, L.P., a Texas limited partnership (hereinafter referred to as “Noteholder”), and being more fully described in a Deed of Trust (herein so called) of even date therewith recorded as Document Number D205148516 of the Deed of Trust Records of Tarrant County, Texas, said Note being secured by the liens therein created or mentioned against the real property more particularly described therein (the “Property”), and who now desires

Enclaves Group Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (December 22nd, 2005)

Exhibit 10.6 ASSIGNMENT AND ASSUMPTION AGREEMENT [Amended and Restated] -------------------------------------------------------------------------------- THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (Amended and Restated) (this "Assumption Agreement") is made by and between Grand Oaks Development, LLC, a South Carolina limited liability company (the "Assignor"), and Enclaves of Grand Oaks LLC, a South Carolina limited liability company (the "Assignee") and subsidiary of Enclaves Group, Inc., a Delaware corporation (the "Contract Purchaser"): IN CONSIDERATION of the sale and transfer as of December 9, 2005, of the Property (or the Assignor's contracts to acquire the Property) described in the Sale Contract (described below), the parties hereto enter into this Assignment and Assumption Agreement and represent, war

Enclaves Group Inc – THIS MORTGAGE, SECURITY AGREEMENT, AND FINANCING STATEMENT IS TO BE FILED IN THE (December 15th, 2005)

Exhibit 10.5 THE COLLATERAL SUBJECT TO THIS MORTGAGE, SECURITY AGREEMENT, AND FINANCING STATEMENT INCLUDES GOODS THAT ARE OR ARE TO BECOME FIXTURES. THIS MORTGAGE, SECURITY AGREEMENT, AND FINANCING STATEMENT IS TO BE FILED IN THE REAL PROPERTY RECORDS FOR LEXINGTON COUNTY, SOUTH CAROLINA, AND SHALL SERVE AS A FIXTURE FILING FINANCING STATEMENT. STATE OF SOUTH CAROLINA ) MORTGAGE, SECURITY AGREEMENT ) AND FINANCING STATEMENT COUNTY OF LEXINGTON ) THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT (the "MORTGAGE") is made and entered into as of December 9, 2005, by ENCLAVES OF GRAND OAKS, LLC., a South Carolina limited liability company, its successors and assigns (the "MORTGAGOR"), in favor of SOVEREIGN BANK, a federally chartered savings bank, having as an address 1010 Farmington Avenue, West Hartford, CT 06107, its

Enclaves Group Inc – PROMISSORY NOTE (December 15th, 2005)

Exhibit 10.1 PROMISSORY NOTE $1,250,000.00 DECEMBER 9, 2005 1. BORROWER'S PROMISE TO PAY 1.1 FOR VALUE RECEIVED, the undersigned, ENCLAVES OF EAGLE NEST LLC., a Florida limited liability company, whose address is 45 Knollwood Road, Fifth Floor Elmsford, New York 10523 (hereinafter referred to as "BORROWER") promises to pay to the order of K&B EQUITY GROUP, INC. D/B/A MAGELLAN MORTGAGE GROUP, its successors and/or assigns (hereafter referred to as the "LENDER") at its office at 314 Clematis Street, Suite 201, West Palm Beach, FL 33401, or such other place as the holder of this NOTE may designate the principal sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000.00), together with interest

Enclaves Group Inc – PROMISSORY NOTE (December 15th, 2005)

Exhibit 10.3 PROMISSORY NOTE FOR VALUE RECEIVED, on December 31, 2006 (the "Maturity Date"), ENCLAVES OF GRAND OAKS LLC, a South Carolina limited liability company having a mailing address at c/o Enclaves Group, Inc., 45 Knollwood Road, Elmsford, NY 10523 (hereinafter called "Borrower") promises to pay to the order of SOVEREIGN BANK, (hereinafter called "Lender") at its offices at 1010 Farmington Avenue, West Hartford, Connecticut 06107 or at such other place as the holder of this note may from time to time designate in writing, the principal sum of FOUR MILLION SIX HUNDRED FIFTEEN THOUSAND DOLLARS ($4,615,000.00), in lawful money of the United States with interest at the rate or rates set forth below, until fully paid. Borrower further agrees to pay all taxes levied or assessed upon said principal sum against any holder of this Note and

Enclaves Group Inc – LOAN AGREEMENT (December 15th, 2005)

Exhibit 10.4 LOAN AGREEMENT This Loan Agreement is executed as of the 9th day of December, 2005 by and between the Borrower, who hereby agrees to borrow, and the Lender, who hereby agrees to lend, the Loan Amount subject to and in accordance with the following terms and conditions: 1. DEFINITIONS. When used herein, the terms set forth below shall be defined as follows: "BORROWER" is Enclaves of Grand Oaks LLC, a South Carolina limited liability company. "BORROWER'S NOTICE ADDRESS" is c/o Enclaves Group, Inc., Attention: Daniel G. Hayes, 45 Knollwood Road, Elmsford, NY 10523. "COLLATERAL" is collectively all property now or hereafter pledged, mortgaged, assigned, hypothecated or otherwise provided to the Lender as collateral security for the obligations evidenced by the Loan Documents, whether to secure the Note,

Enclaves Group Inc – MORTGAGE AND SECURITY AGREEMENT (December 15th, 2005)

Exhibit 10.2 INSTRUMENT PREPARED BY, RECORD AND RETURN TO: SCOTT A. ELK, ESQ. ELK, BANKIER, CHRISTU & BAKST LLP 4800 N. Federal Hwy., #200-E Boca Raton, Florida 33431 MORTGAGE AND SECURITY AGREEMENT THIS IS A BALLOON MORTGAGE SECURING A FIXED RATE OBLIGATION AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,250,000.00 TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ANY ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THE MORTGAGE. THIS MORTGAGE AND SECURITY AGREEMENT ("Mortgage"), made this 9th day of December, 2005 between Enclaves of Eagle Nest LLC, a Florida limited liability company, whose address is 45 Knollwood Road, Fifth Floor, Elmsford, New York 10523 (hereinafter called "Mortgagor") and K&B Equity Group, Inc. d/b/a Magellan Mortgage Group, its successors and/or assigns, whose office address is 314 Clematis St

Enclaves Group Inc – SECURITIES PURCHASE AGREEMENT (November 29th, 2005)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") dated as of December 28, 2004 by and among ENCLAVES GROUP, INC., a Delaware corporation (the "Company") and the Buyers listed on Schedule I attached hereto (individually, a "BUYER" or collectively "BUYERS"). WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("REGULATION D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT"); WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as prov

Enclaves Group Inc – GUARANTY AGREEMENT (November 29th, 2005)

Exhibit 10.7 GUARANTY AGREEMENT THIS GUARANTY (the "GUARANTY") dated as of December 28, 2004 is given by HOMES FOR AMERICA HOLDINGS, INC. (the "GUARANTOR"), in favor of CORNELL CAPITAL PARTNERS, LP (the "INVESTOR"). RECITALS: A. This Guaranty is a condition to that certain Securities Purchase Agreement (the "SECURITIES PURCHASE Agreement") of even date herewith between Enclaves Group, Inc. (the "COMPANY") and the Investor. In connection with the Securities Purchase Agreement, the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investor secured convertible debentures (the "CONVERTIBLE DEBENTURES") which shall be convertible into shares of the Company's common stock, pursuant to the terms of the Securiti

Enclaves Group Inc – AGREEMENT AND PLAN OF MERGER (November 29th, 2005)

Exhibit 10.10 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered into as of April 28, 2005, between Alliance Towers, Inc., a Florida corporation ("ALLIANCE"), and Enclaves Group, Inc., a Delaware corporation ("ENCLAVES"). Alliance and Enclaves are from time to time herein referred to as the "CONSTITUENT CORPORATIONS." RECITALS: A. Alliance is a corporation duly organized and existing under the laws of the State of Florida and, on the date hereof, has authority to issue 5,000,000,000 shares of common stock, $.001 par value per share (the "ALLIANCE COMMON STOCK"), all of which are issued and outstanding, and 10,000,000 shares of preferred stock, $.001 par value per share, of which 6,000,000 shares are issued and outstanding. B. Enclaves is a corpor

Enclaves Group Inc – ESCROW AGREEMENT (November 29th, 2005)

Exhibit 10.6 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of December 28, 2004 by ENCLAVES GROUP, INC., a Delaware corporation (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"); and DAVID GONZALEZ, ESQ. (the "ESCROW AGENT"). BACKGROUND WHEREAS, the Company and the Investor have entered into a Standby Equity Distribution Agreement (the "STANDBY EQUITY DISTRIBUTION AGREEMENT") of even date herewith, pursuant to which the Investor will purchase the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), at a price per share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an aggregate purchase price of up to Forty Million Dollars ($40,000,000). The S

Enclaves Group Inc – AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE (November 16th, 2005)

Exhibit 10.12 DATED: NOVEMBER 9, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. CCP-4 $1,991,217

Enclaves Group Inc – GUARANTY (November 16th, 2005)

Exhibit 10.8 GUARANTY This GUARANTY dated as of November __, 2005 (the "GUARANTY"), is given, by ENCLAVES GROUP, INC., a Delaware corporation (the "GUARANTOR"), in favor of CORNELL CAPITAL PARTNERS, LP, MONTGOMERY EQUITY PARTNERS, LTD. and HIGHGATE HOUSE FUNDS, LTD. (collectively, the "INVESTORS"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in those Amended and Restated Convertible Debentures dated May 16, 2005, which obligations have been assumed pursuant to that certain Assignment and Assumption Agreement of even date herewith (the "Assumption Agreement") given by ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a Delaware corporation (the "COMPANY") to Guarantor, which obligations are held by the Investors, as such obligations are amended, restated, supplemented or otherwise

Enclaves Group Inc – AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE (November 16th, 2005)

Exhibit 10.14 DATED: NOVEMBER 9, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. MEP-4 $2,579,925

Enclaves Group Inc – AMENDED AND RESTATED PLACEMENT AGENT AGREEMENT (November 16th, 2005)

Exhibit 10.3 ENCLAVES GROUP, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENT Dated as of: November __, 2005 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Enclaves Group, Inc. (f/k/a Alliance Towers, Inc.), a Delaware corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "PLACEMENT AGENT"), and Cornell Capital Partners, LP (the "Investor") as follows: 1. OFFERING. On or about December 28, 2004, Enclaves Group, Inc. ("ENCLAVES"), a Delaware corporation, entered into that certain Standby Equity Distribution Agreement and other related documents, instruments and agreements, including without limitation the Placement Agent Agreement (the "ENCLAVES PLA

Enclaves Group Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (November 16th, 2005)

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November ___, 2005, by and between ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a Delaware corporation (the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"). WHEREAS: A. On or about December 28, 2004, Enclaves Group, Inc. ("ENCLAVES"), a Delaware corporation, entered into that certain Standby Equity Distribution Agreement and other related documents, instruments and agreements, including without limitation the Registration Rights Agreement with the Investor. Enclaves was subsequently acquired by the Company (f/k/a Alliance Towers, Inc., a Florida corporation) on April 27, 2005 (the "ACQUISITION"). The Company assumed obligations of

Enclaves Group Inc – AMENDED AND RESTATED SECURITY AGREEMENT (November 16th, 2005)

Exhibit 10.10 AMENDED AND RESTATED SECURITY AGREEMENT --------------------------------------- THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of November __, 2005, by and between ENCLAVES GROUP, INC., a Delaware corporation (f/ka/ Alliance Towers, Inc.) (the "COMPANY" or the "PARENT"), and CORNELL PARTNERS, LP. ("CORNELL"), MONTGOMERY EQUITY PARTNERS, LTD. ("MONTGOMERY") and HIGHGATE HOUSE FUNDS, LTD. ("HIGHGATE") (collectively, the "SECURED PARTY"). WHEREAS, the Company is the successor by merger and former corporate parent of Enclaves Group, Inc., a Delaware corporation organized on November 17, 2004 ("Enclaves"); WHEREAS, Enclaves issued to Cornell and Montgomery convertible debentures pursuant to that certain Securities Purchase Agreement dated December 28, 2

Enclaves Group Inc – SECURED CONVERTIBLE DEBENTURE (November 16th, 2005)

Exhibit 10.13 DATED: NOVEMBER 9, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. HHF-1 $1,938,246

Enclaves Group Inc – AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT (November 16th, 2005)

Exhibit 10.1 AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the ___ day of November 2005 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"). WHEREAS, on or about December 28, 2004, Enclaves Group, Inc. ("ENCLAVES"), a Delaware corporation, entered into that certain Standby Equity Distribution Agreement with the Investor. Enclaves was subsequently acquired by the Company (f/k/a Alliance Towers, Inc., a Florida corporation) on April 27, 2005 (the "ACQUISITION"). The Company assumed obligations of Enclaves to the Investor under the Standby Equity Distribution Agreement dated December 28, 2004 pursuant

Enclaves Group Inc – WARRANT (November 16th, 2005)

Exhibit 10.16 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT. ENCLAVES GROUP, INC. WARRANT TO PURCHASE SERIES A CONVERTIBLE PR

Enclaves Group Inc – TERMINATION AGREEMENT (November 16th, 2005)

Exhibit 10.6 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of November ___, 2005, by and between ENCLAVES GROUP, INC., (F/K/A ALLIANCE TOWERS, INC.) a Delaware corporation (the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"). RECITALS: WHEREAS, the Company and the Investor entered into an Standby Equity Distribution Agreement (the "STANDBY EQUITY Distribution"); a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"); an Escrow Agreement (the "ESCROW AGREEMENT"); a Placement Agent Agreement (the "PLACEMENT AGENT AGREEMENT"); and Compensation Debenture (the "COMPENSATION DEBENTURE"), all of which are dated December 12, 2003 (collective

Enclaves Group Inc – AMENDED AND RESTATED SECURITY AGREEMENT (November 16th, 2005)

Exhibit 10.15 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of November __, 2005, by and between ENCLAVES GROUP, INC., a Delaware corporation (the "COMPANY"), and CORNELL PARTNERS, LP., MONTGOMERY EQUITY PARTNERS, LTD. and HIGHGATE HOUSE FUNDS, LTD. (collectively, the "SECURED Party"). WHEREAS, the Company is a wholly owned subsidiary of Enclaves Group, Inc. (f/ka/ Alliance Towers, Inc.) (the "PARENT"); WHEREAS, the Company issued to the Secured Party convertible debentures pursuant to the Securities Purchase Agreement dated December 28, 2004 between the Company and the Secured Party (the "SECURITIES PURCHASE AGREEMENT"), in the original principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000), plus accrued and unpaid interest

Enclaves Group Inc – ASSIGNMENT AGREEMENT (November 16th, 2005)

Exhibit 10.9 ASSIGNMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that on this 12th day of August, 2005, MONTGOMERY EQUITY PARTNERS, LTD. (the "ASSIGNOR") does hereby agree to the following for and in consideration of the sum of $1,881,660.77 and other good and valuable consideration received from the persons listed on EXHIBIT "A" hereto (the "ASSIGNEE"): 1. DEBENTURES. Assignor is the legal and beneficial owner of that certain Amended and Restated Secured Debenture dated as of May 16, 2005 in the original principal amount of $3,781,130 (the "DEBENTURES"), delivered by Enclaves Group, Inc. (the "COMPANY") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers to the Assignee ONE MILLION EIGHT HUNDRED EIGHTY ONE THOUSAND SIX HUNDRED SIXY AND 77/100 DOLLA

Enclaves Group Inc – ASSIGNMENT AND ASSUMPTION AGREEMENT (November 16th, 2005)

Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT ENCLAVES GROUP, INC., a Delaware corporation (the "SELLER"), as of July 1, 2005, for and in consideration for the assumption by ENCLAVES GROUP, INC., F/K/A ALLIANCE TOWERS, INC. (the "BUYER") of all rights and obligations of the Seller pursuant to that Standby Equity Distribution Agreement and that certain Securities Purchase Agreement (the "TRANSACTION DOCUMENTS") each dated as of DECEMBER 28, 2004, by and between Seller and the Investors thereunder (collectively, the "INVESTOR"), and all convertible debentures and other agreements executed or delivered in connection therewith (collectively, the "INVESTOR LIABILITIES"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, has: GRANTED, SOLD, A

Enclaves Group Inc – AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (November 16th, 2005)

Exhibit 10.11 AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November __, 2005, by and among ENCLAVES GROUP, INC. (f/k/a Alliance Towers, Inc.), a Delaware corporation (the "COMPANY"), and the undersigned investors listed on Schedule I attached hereto and including and admitting HIGHGATE HOUSE FUNDS, LTD. (each, an "INVESTOR" and collectively, the "INVESTORS"). WHEREAS: A. Enclaves Group, Inc., a Delaware corporation ("ENCLAVES"), issued convertible debentures pursuant to the Securities Purchase Agreement dated December 28, 2004 between the Secured Party and Enclaves (the "SECURITIES PURCHASE AGREEMENT"), in the aggregate principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000), plus accrued and unpaid interest (the "

Enclaves Group Inc – TERMINATION AGREEMENT (November 16th, 2005)

Exhibit 10.7 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into effective as of November ___, 2005, by and between ENCLAVES GROUP, INC., (F/K/A ALLIANCE TOWERS, INC.) a Delaware corporation (the "COMPANY"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"). RECITALS: WHEREAS, the Company and the Investor entered into an Standby Equity Distribution Agreement (the "STANDBY EQUITY DISTRIBUTION"); a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"); an Escrow Agreement (the "ESCROW AGREEMENT"); a Placement Agent Agreement (the "PLACEMENT AGENT AGREEMENT"); and Compensation Debenture (the "COMPENSATION DEBENTURE"), all of which are dated May 25, 2004 (collectively,

Enclaves Group Inc – November 4, 2005 President & CEO Enclaves Group, Inc. Fifth Floor Elmsford, NY 10523 Dear Mr. Hayes This letter confirms the following agreement between our respective companies: (November 9th, 2005)