Ave Inc Sample Contracts

Nexicon – Dated: November 21, 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 ACCO (November 28th, 2005)
Nexicon – Dated: November 21, 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 ACCO (November 28th, 2005)
Nexicon – ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of November 21, 2005, by and among NEXICON, INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, of even date hereof (also referred to as the "Investor(s)"), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the "Escrow Agent"). RECITALS: WHEREAS, the Company and the Investor(s) have entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of the date hereof, pursuant to which the Company proposes to sell secured convertib (November 28th, 2005)
Nexicon – Dated: November 21, 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 ACCO (November 28th, 2005)
Nexicon – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November 21, 2005 Corporate Stock Transfer 3200 Cherry Creek Drive South, Suite 430 Denver, Colorado 80209 RE: NEXICON, INC. Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement (the "Securities Purchase Agreement") of even date herewith by and between Nexicon, Inc., a Nevada corporation (the "Company"), and the Buyers set forth on Schedule I attached thereto (collectively the "Buyers") and that certain Pledge and Escrow Agreement (the "Pledge Agreement") of even date herewith among the Company, the Buyers and David Gonza (November 28th, 2005)

----------------------------------------------------------------------------------------------------------------------------------- Address/Facsimile Name Signature Number of Buyers ----------------------------------------------------------------------------------------------------------------------------------- Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By:_____________________________

Nexicon – INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 21, 2005, by and among NEXICON, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule I attached hereto (each, an "Investor" and collectively, the "Investors"). RECITALS: WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and (November 28th, 2005)

Address/Facsimile Amount of Name Signature Number of Buyer Subscription ------------------------------------------------------------------------------------------------------------------------------------ Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 $ 2,000,000 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: ____________________________ Name: Mark Angelo Its: Portfolio Manager With a copy to: David Gonzalez, Esq.

Nexicon – AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of November 21, 2005, by and among NEXICON, INC., a Nevada corporation with its principal place of business located at 400 Gold SW, Suite 1000, Albuquerque, New Mexico 87102 (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the "Secured Party"). RECITALS: WHEREAS, the Company has issued and sold to the Buyer(s) One Million Dollars ($1,000,000) of secured promissory notes pursuant t (November 28th, 2005)
Nexicon – SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 21, 2005, by and among NEXICON, INC., a Nevada corporation (the "Company"), and the Buyers listed on Schedule I attached hereto (individually, a "Buyer" or collectively "Buyers"). RECITALS: 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 Secur (November 28th, 2005)

------------------------------------------------------------------------------------------------------------------------------------ Address/Facsimile Amount of Name Signature Number of Buyer Subscription ------------------------------------------------------------------------------------------------------------------------------------ Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 $ 2,000,000 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: _

Nexicon – 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 (November 28th, 2005)
Nexicon – TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of November 21, 2005, by and between NEXICON, INC., incorporated and existing under the laws of the State of Nevada (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"). RECITALS: WHEREAS, the Company and the Investor entered into an securities purchase agreement dated as of June 24, 2005 (the "Securities Purchase Agreement"); an investor's registration rights agreement dated as of June 24, 2005 (the "Investor's Registration Rights Agreement"), (November 28th, 2005)
Cyco Net Inc – STOCK RE-PURCHASE AGREEMENT (March 29th, 2005)

This Stock Re-Purchase Agreement dated March 17, 2005 is between Nexicon, Inc., a Nevada Corporation, formerly known as Cyco.Net, Inc. (“NEXICON”), Orion Security Services, Inc., a Wisconsin corporation (“OSSI”) acquired by Cyco.Net, Inc., the Nevada Corporation, through the “Stock Purchase Agreement” of November 19, 2003, and Robert V. Demson (“DEMSON”).

Cyco Net Inc – STOCK RE-PURCHASE AGREEMENT (March 23rd, 2005)

This Stock Re-Purchase Agreement dated March 17, 2005 is between Nexicon, Inc., a Nevada Corporation, formerly known as Cyco.Net, Inc. (“NEXICON”), Orion Security Services, Inc., a Wisconsin corporation (“OSSI”) acquired by Cyco.Net, Inc., the Nevada Corporation, through the “Stock Purchase Agreement” of November 19, 2003, and Robert V. Demson (“DEMSON”).

Cyco Net Inc – REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 23, 2004 by and between CYCO.NET INC., a Nevada corporation, with its principal office located at 400 Gold, SW, Suite 1000, Albuquerque, New Mexico 87102 (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 (July 23rd, 2004)
Cyco Net Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- AGREEMENT dated as of the 23rd day of March 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and CYCO.NET INC., a corporation organized and existing under the laws of the State of Nevada (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 Twenty Million Doll (July 23rd, 2004)
Cyco Net Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April ______, 2004, by and among CYCO.NET INC., a Nevada corporation, with its principal office located at 15814 Champion Forest Drive - Suite 305 Spring, Texas 77379 (the "Company"), and the undersigned investors (each, an "Investor" and collectively, the "Investors"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditi (May 18th, 2004)

ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF BUYER Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: ____________________________ Name: Mark A. Angelo Its: Portfolio Manager

Cyco Net Inc – Exhibit SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April __, 2004, by and between CYCO.NET INC., (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the "Secured Party"). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement dated the date hereof, and the Secured Party shall purchase up to Five Hundred Thousand Dollars ($500,000) of five percent (5%) secured convertible debentures (the "Convertible Debentu (May 18th, 2004)
Ave Inc – PATENT LICENSE AGREEMENT (August 13th, 1999)