Cyco Net Inc Sample Contracts

Nexicon – ROSS MILLER Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings (May 1st, 2008)

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Nexicon – NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS (November 28th, 2005)

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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. CCP-3 $ 100,000.00 NEXICON, INC. Secured Convertible Debenture

Nexicon – NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS (November 28th, 2005)

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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. CCP-2 $ 389,337.67 NEXICON, INC. Secured Convertible Debenture

Nexicon – ESCROW AGREEMENT (November 28th, 2005)

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 convertible debentures (the "Convertible Debentures") which shall be convertible into the Company's Common Stock, par value $0.001 per share (the "Common Stock"), for a total purchase price of up to Two Million Dollars ($2,000,000). The Securities Purchase Agreement provides that the Inv

Nexicon – NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS (November 28th, 2005)

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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. CCP-1 $1,085,479.45 NEXICON, INC. Secured Convertible Debenture Due November 21, 2007

Nexicon – INVESTOR REGISTRATION RIGHTS AGREEMENT (November 28th, 2005)

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 sell to the Investors secured convertible debentures (the "Convertible Debentures") which shall be convertible into that number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the terms of the Securities Purchase Agreement for an agg

Nexicon – SECURITY AGREEMENT (November 28th, 2005)

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 to which One Million Dollars ($1,000,000) plus Eighty-Five Thousand Four Hundred Seventy-Nine Dollars and Forty-Five Cents ($85,479.45) in accrued interest is due and outstanding under the March 2005 Promissory Note, as this term is defined in the Securities

Nexicon – SECURITIES PURCHASE AGREEMENT (November 28th, 2005)

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 Securities Act of 1933, as amended (the "Securities Act"); WHEREAS, the Company issued and sold to the Buyer(s) on March 3, 2005 One Million Dollars ($1,000,000) of secured promissory notes (the "March 2005 Promissory Notes") pursuant to which One Million Dollars ($1,000,000) plus Eight

Nexicon – WARRANT (November 28th, 2005)

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. NEXICON, INC. Warrant To Purchase Common Stock Warrant No.: CCP-001 Number of Shares: 15,000,000 D

Nexicon – TERMINATION AGREEMENT (November 28th, 2005)

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"), an escrow agreement dated as of June 24, 2005 (the "Escrow Agreement"), a security agreement dated as of June 24, 2005 (the "Security Agreement"), and the Company issued to the Investor a convertible debentures on June 24, 2005 (the "Convertible Debentures") a standby equity distributi

Nexicon – AMENDED AND RESTATED ESCROW AGREEMENT (September 27th, 2005)

EXHIBIT 10.23 AMENDED AND RESTATED ESCROW AGREEMENT THIS AMENDED AND RESTATED ESCROW AGREEMENT (this "Agreement") is made and entered into as of September 15, 2005 by NEXICON, INC., a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID GONZALEZ, ESQ. (the "Escrow Agent"). RECITALS: WHEREAS, the Company and the Investor previously entered into an Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of June 24, 2005, 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 price of up to Twenty Million Dollars ($20,000,000); WHEREAS, the Standby Equity Distribution

Nexicon – AMENDED AND RESTATED ESCROW AGREEMENT (September 27th, 2005)

EXHIBIT 10.24 AMENDED AND RESTATED ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of September 15, 2005 NEXICON, INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (the "Investor(s)"), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the "Escrow Agent"). RECITALS: WHEREAS, the Company and the Investor(s) previously entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of the June 24, 2005, pursuant to which the Company proposes to sell secured convertible debentures (the "Convertible Debentures") which shall be convertible into 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 Securities Purchase Agreement WHEREA

Nexicon – Termination Agreement: (July 26th, 2005)

Exhibit 99.1 Termination Agreement: This agreement is set forth between Nexicon, Inc. a Nevada Corporation and Central Solutions, Inc. a Delaware Corporation. Where as the parties entered an agreement dated December 10, 2004 in which Central Solutions exchanged 35% of its stock for 10,000,000 shares of Nexicon common stock and the exclusive rights to medical market for Nexicon's products and services. This mutual cancellation agreement between the parties is effective immediately with out prejudice. The parties agree to return all stock certificates with all necessary endorsements as soon as reasonably possible. /s/ David Dalton -------------------------------- David Dalton Central Solutions, Inc. /s/ Richard Urrea -------------------------------- Richard Urrea Nexicon, Inc. July 21, 2005 4

Cyco Net Inc – WARRANT TO PURCHASE COMMON STOCK (July 7th, 2005)

EXHIBIT 99.9 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. NEXICON, INC. WARRANT TO PURCHASE COMMON STOCK

Cyco Net Inc – PLACEMENT AGENT AGREEMENT (July 7th, 2005)

EXHIBIT 99.3 NEXICON, INC. PLACEMENT AGENT AGREEMENT June 24, 2005 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Nexicon, Inc., a Nevada 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 sha

Cyco Net Inc – SECURED CONVERTIBLE DEBENTURE (July 7th, 2005)

EXHIBIT 99.6 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 WITH

Cyco Net Inc – ESCROW AGREEMENT (July 7th, 2005)

EXHIBIT 99.8 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 24, 2005 by NEXICON, INC., a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID GONZALEZ, ESQ. (the "Escrow Agent"). RECITALS: WHEREAS, the Company and the Investor have entered into an Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") dated as of the date hereof, 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 price of up to Twenty Million Dollars ($20,000,000); WHEREAS, the Standby Equity Dis

Cyco Net Inc – SECURITIES PURCHASE AGREEMENT (July 7th, 2005)

EXHIBIT 99.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 24, 2005, by and among NEXICON, INC., a Nevada corporation, with headquarters located at 400 Gold SW - Suite 1000 Albuquerque, New Mexico 87102 (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 Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the parties entered into that certain Securities Purchase Agreement

Cyco Net Inc – AMENDED AND RESTATED SECURITY AGREEMENT (July 7th, 2005)

EXHIBIT 99.4 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of June 24, 2005, by and between NEXICON, INC., (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 issued and sold to the Secured Party, as provided in that certain Securities Purchase Agreement dated March 5, 2004, by and between the Company and the Secured Party (the "Original Securities Purchase Agreement"), and the Secured Party purchased, Five Hundred Thousand Dollars ($500,000) of five percent (5%) secured convertible debentures, for a total purchase price of Five Hundred Thousand Dollars ($500,000) (the "Original Debentures");

Cyco Net Inc – ESCROW AGREEMENT (July 7th, 2005)

EXHIBIT 99.7 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 24, 2005 NEXICON, INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (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 convertible debentures (the "Convertible Debentures") which shall be convertible into 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 S

Cyco Net Inc – REGISTRATION RIGHTS AGREEMENT (July 7th, 2005)

EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 24, 2005, by and between NEXICON, 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"). RECITALS: WHEREAS, 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 $0.001 per share (the "Common Stock"), which can be purchased p

Cyco Net Inc – TERMINATION AGREEMENT (July 7th, 2005)

EXHIBIT 99.10 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of June 23, 2005, by and among, NEXICON, INC. F/K/A CYCO.NET, INC., incorporated and existing under the laws of the State of Nevada (the "Company"), CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and CORPORATE STOCK TRANSFER ("CST"). RECITALS: WHEREAS, the Company and the Investor entered into an securities purchase agreement dated as of May 5, 2004 (the "Securities Purchase Agreement"), an investor's registration rights agreement dated as of May 5, 2004 (the "Investor's Registration Rights Agreement"), an escrow agreement dated as of May 5, 2004 (the "Escrow Agreement"), a security agreement dated as of May 5, 2004 (the "Security Agreement"), a standby equity dist

Cyco Net Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (July 7th, 2005)

EXHIBIT 99.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement"), dated as of June 24, 2005, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEXICON, INC., a corporation organized and existing under the laws of the State of Nevada (the "Company"). RECITALS: 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 Dollars ($20,000,000) of the Company's common stock, par value $0.001 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of th

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 – Amendment to Pluto Share Exchange Agreement (November 19th, 2004)

EXHIBIT 99.2 Amendment to Pluto Share Exchange Agreement This amendment to Pluto Share Exchange agreement changes Article 7.1 to read: 7.1 Closing. The Closing of this transaction shall be held at the offices of Cyco.Net, McClean Virginia, USA, or such other place as shall be mutually agreed upon, on such date as shall be mutually agreed upon by the parties, but in no event shall the Closing be later than November 15, 2004. Signed: /s/ Richard Urrea Dated: November 15, 2004 -------------------------------------- ----------------- Cyco.Net, Inc. Signed: /s/ Tom Adolfsen Dated: November 15, 2004 -------------------------------------- ----------------- Pluto Communications International AS

Cyco Net Inc – SHARE EXCHANGE AGREEMENT (November 19th, 2004)

EXHIBIT 99.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made June 16, 2004, by and between Cyco.Net, Inc., a Nevada corporation ("Cyco.Net"), and the board of directors of Pluto Communications International A.S., a Norwegian company ("Pluto") and additionally requires the acceptance by the Pluto Shareholders at a shareholder meeting to be held no later than June 24, 2004 by execution of an acceptance by each Shareholder in accordance with Section 5.4 below no later than June 28, 2004. WHEREAS, Cyco.Net desires to acquire all of the issued and outstanding shares of common stock of Pluto in exchange for an aggregate of 5,010,495 authorized but unissued restricted shares of the common stock, $.001 par value, of Cyco.Net (the "Common Stock") (the "Exchange Offer"); and WHEREAS, Pluto desires to assist Cyco.Net in a business combination which will result, if Pluto's shareholders desire to part

Cyco Net Inc – REGISTRATION RIGHTS AGREEMENT (July 23rd, 2004)

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 the Standby Equity Distribution Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value $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

Cyco Net Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (July 23rd, 2004)

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 Dollars ($20,000,000) of the Company's common stock, par value $0.001 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 thereunder (th

Cyco Net Inc – PLACEMENT AGENT AGREEMENT (July 23rd, 2004)

CYCO.NET INC. PLACEMENT AGENT AGREEMENT Dated as of: March 23, 2004 Newbridge Securities Corporation 1451 Cypress Creek Road, Suite 204 Fort Lauderdale, Florida 33309 Ladies and Gentlemen: The undersigned, Cyco.Net Inc., a Nevada 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 Twenty Million Dollars (

Cyco Net Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT (May 18th, 2004)

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 conditions of the Securities Purchase Agreement, to issue and sell to the Investors secured convertible debentures (the "Convertible Debentures") which shall be convertible into that number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the terms of the Securities

Cyco Net Inc – SECURED DEBENTURE (May 18th, 2004)

EXHIBIT 10.21 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

Cyco Net Inc – WARRANT TO PURCHASE COMMON STOCK (May 18th, 2004)

Exhibit 10.8 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. CYCO.NET INC. WARRANT TO PURCHASE COMMON STOCK

Cyco Net Inc – ESCROW AGREEMENT (May 18th, 2004)

Exhibit 10.10 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April ___, 2004 CYCO.NET INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (the "Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent hereunder (the "Escrow Agent"). BACKGROUND 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 convertible debentures (the "Convertible Debentures") which shall be convertible into 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 Se

Cyco Net Inc – SECURITIES PURCHASE AGREEMENT (May 18th, 2004)

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April ___, 2004, by and among CYCO.NET INC., a Nevada corporation, with headquarters located at 400 Gold SW - Suite 1000 Albuquerque, New Mexico 87102 (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 subj