Dectron Internationale Inc Sample Contracts

Dectron Internationale Inc – PRESS RELEASE NASDAQ: DECT (July 19th, 2006)

Montreal, Quebec \ Tuesday, July 18, 2006 — Dectron Internationale Inc. (NASDAQ: DECT / TSX: DTL) announced today that it had finalized 2 separate financing arrangements totaling Cad$20,000,000.

Dectron Internationale Inc – Dectron Receives Nasdaq Notice Regarding Delayed Filing of Form 10-K MONTREAL, QUEBEC May 23, 2006 - Dectron Internationale, Inc. (Nasdaq: DECT) today announced that it has received a Nasdaq Staff Determination notice stating that the company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it has not timely filed its Annual Report on Form 10-K for the period ended January 31, 2006. Subsequent to the date of such notice, on May 22, 2006, Dectron filed its Form 10-K. The Nasdaq Staff Determination notice indicated that Dectron’s securities will be delisted from the Nasdaq S (May 23rd, 2006)

This press release contains forward-looking statements concerning Dectron’s plans to request a hearing before the Nasdaq Listing Qualifications Panel. There can be no assurance concerning the outcome of the hearing request. Investors are cautioned that all forward-looking statements in this release also involve risks discussed in the company’s Form 10-K filed with the Securities and Exchange Commission on May 22, 2006. Copies of Dectron’s SEC filings are posted on the company’s web site and are available from the company without charge. Forward-looking statements are made as of the date of this release, and except as required by law, the company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

Dectron Internationale Inc – 1998 STOCK OPTION PLAN (February 22nd, 2002)

Exhibit 10.1 DECTRON INTERNATIONAL LTD. 1998 STOCK OPTION PLAN ARTICLE ONE PURPOSE AND INTERPRETATION SECTION 1.01 PURPOSE. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation by directors, officers and employees of, and certain other persons who provide services to, the Corporation. SECTION 1.02 DEFINITIONS. In the Plan, the following capitalized words and terms shall have the following meanings: (a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT or its successor, as amended from time to time. (b) "AFFILIATE" shall have the meaning ascribed thereto in the Securities Act. (c) "ASSOCIATE" shall have the meaning ascribed thereto in the Securities

Dectron Internationale Inc – PRESS RELEASE (December 14th, 1998)

FOR IMMEDIATE RELEASE PRESS RELEASE Mauro Parissi Stanley Wunderlich Chief Financial officer Consulting for Strategic Growth, Ltd. Dectron Internationale Inc. Corporate Developments Consultants 514-334-9609 516-625-4523 Fax 514-334-9184 From USA 800-625-2236 cfsg@iname.com DECTRON COMPLETES ACQUISITION OF THE CAPITAL STOCK OF CASCADE TECHNOLOGIES, PM WRIGHT AND CIRCULAIRE GROUP MONTREAL, QUEBEC, CANADA, December 8, 1998 - Dectron Internationale, Inc. (Nasdaq; DECTF, BSE; DRN) an engineering leader in the HVAC/air filtration industry, today announced that it has completed the acquisitions of Cascade Technologies, PM Wright, and Circulaire Group (Cascade). Cascade, based in Montreal, with clients throughout North America, Asia and ot

Dectron Internationale Inc – THIS CLOSING AGREEMENT is made as of November 27, 1998 (December 14th, 1998)

THIS CLOSING AGREEMENT is made as of November 27, 1998 BETWEEN: DECTRON INTERNATIONALE INC., a corporation incorporated under the laws of Canada; (hereinafter, "DECTRON") AND: INVESTISSEMENTS NOVACAP INC., a company incorporated under Part IA of the COMPANIES ACT (Quebec); (hereinafter, "NOVACAP") AND: 9048-3140 QUEBEC INC., a company incorporated under Part 1A of the COMPANIES ACT (Quebec); (hereinafter, "9048") AND: 1853-9130 QUEBEC INC., a company incorporated under Part 1A of the COMPANIES ACT (Quebec); (hereinafter "1853") AND: MARCEL PATENAUDE, businessman, residing and domiciled at 4450 Promenade Paton,

Dectron Internationale Inc – THIS SHARE PURCHASE AGREEMENT is made as of November 14, 1998 (December 14th, 1998)

THIS SHARE PURCHASE AGREEMENT is made as of November 14, 1998 BETWEEN: DECTRON INTERNATIONALE INC., a corporation incorporated under the laws of Canada; (hereinafter, "DECTRON") AND: INVESTISSEMENTS NOVACAP INC., a company incorporated under Part IA of the COMPANIES ACT (Quebec); (hereinafter, "NOVACAP") AND: 9048-3140 QUEBEC INC., a company incorporated under Part 1A of the COMPANIES ACT (Quebec); AND: HARRY TOPIKIAN, businessman, residing and domiciled at 5037 Notre-Dame, Laval, Province of Quebec; AND: NICK AGOPIAN, businessman, residing and domiciled at 26 Malard, Dollard-des-Ormeaux, Province of Quebec; AND: BRIAN MONK, businessman, residin

Dectron Internationale Inc – 1998 STOCK OPTION PLAN (September 25th, 1998)

Exhibit 10.2 DECTRON INTERNATIONALE INC. 1998 STOCK OPTION PLAN ARTICLE ONE PURPOSE AND INTERPRETATION SECTION 1.01 PURPOSE. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation by directors, officers and employees of, and certain other persons who provide services to, the Corporation. SECTION 1.02 DEFINITIONS. In the Plan, the following capitalized words and terms shall have the following meanings: (a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT or its successor, as amended from time to time. (b) "AFFILIATE" shall have the meaning ascribed thereto in the Securities Act. (c) "ASSOCIATE" shall ha

Dectron Internationale Inc – LEASE AGREEMENT (September 14th, 1998)

Exhibit 10.6 LEASE AGREEMENT BETWEEN : ROSHANESS INC. 119 De Touraine St. Lambert, P.Q. J3Y 5T6 AND :THERMOPLUS AIR INC. 262 Scott Street St. Jerome, P.Q. J7Z 1H1 1. TERM OF LEASE The term of this Lease shall be for THIRTY TWO (32) months commencing on the first day of April 1997 and shall terminate on the thirty first day of January 2000 unless sooner terminated under the provisions hereof. 2. USE OF PROPERTY Tenant covenants that the premises shall be used solely for the purpose of offices, warehousing, manufacture and assembly. 3. NET RENT Tenant covenants and agrees to pay to Landlord in lawful

Dectron Internationale Inc – LEASE AGREEMENT (September 14th, 1998)

Exhibit 10.4 LEASE AGREEMENT BETWEEN : ROSHANESS INC. 119 De Touraine St. Lambert, P.Q. J3Y 5T6 AND : KLAASCO Div. Fibre Mobile Ltee 4400 boul. Poirier Ville St. Laurent, P.Q. H4R 2C5 1. TERM OF LEASE The term of this Lease shall be for THIRTY TWO (32) months commencing on the first day of April 1997 and shall terminate on the thirty first day of January 2000 unless sooner terminated under the provisions hereof. 2. USE OF PROPERTY Tenant covenants that the premises shall be used solely for the purpose of offices, warehousing, manufacture and assembly. 3. NET RENT Tenant covenants and agrees to pay to Landlord in lawful money of Canada without deduction, abatement or set off, an annual base rent of THIRTY-SIX THOUSA

Dectron Internationale Inc – LEASE AGREEMENT (September 14th, 1998)

Exhibit 10.5 LEASE AGREEMENT BETWEEN : ROSHANESS INC. 119 De Touraine St. Lambert, P.Q. J3Y 5T6 AND : REFPLUS INC. 1385A De Coulomb Boucherville, P.Q. J4B 7L8 1. TERM OF LEASE The term of this Lease shall be for FORTY THREE (43) months commencing on the first day of May 1996 and shall terminate on the thirty first day of January 2000 unless sooner terminated under the provisions hereof. 2. USE OF PROPERTY Tenant covenants that the premises shall be used solely for the purpose of offices, warehousing, manufacture and assembly. 3. NET RENT Tenant covenants and agrees to pay to Landlord in lawful money of Canada without deduction, abatement or set of

Dectron Internationale Inc – MEMORANDUM OF AGREEMENT OF RENEWAL OF LEASE (September 14th, 1998)

Exhibit 10.3 MEMORANDUM OF AGREEMENT OF RENEWAL OF LEASE BETWEEN: SITQ INC. a body politic and corporate, duly incorporated under the laws of the Province of Quebec, having its head office in the City and District of Montreal, Quebec, herein acting and represented by Fernand Perreault, President, and Gilbert Vocelle, Vice President, Industrial Division, hereunto duly authorized (hereinafter called the "Landlord") For: SITQ INDUSTRIEL INC., ABRIM 14 INC., 149855 CANADA INC., 149856 CANADA INC.,

Dectron Internationale Inc – EMPLOYMENT AGREEMENT (August 26th, 1998)

Exhibit 10.4 DECTRON INTERNATIONALE INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this ___ day of _______, 1998 by and between DECTRON INTERNATIONALE INC., a Quebec, having an office at 4300 Poirer Blvd., Montreal, Quebec, H4R 2C5, Canada (hereinafter referred to as "Employer") and NESS LAKDAWALA, an individual with an address C/O Dectron, Inc., 4300 Poirer Blvd, Montreal, Quebec, H4R 2C5, Canada (hereinafter referred to as "Employee"); W I T N E S S E T H: WHEREAS, Employer employs, and desires to continue to employ, Employee as President and Chief Executive Officer of Employer; and WHEREAS, Employee is willing to continue to be employed as the President and Chief Executive Officer in the manner provided for herein, and to perform the duties of the President and Chief Executive Officer

Dectron Internationale Inc – LOCK-UP LETTER AGREEMENT (August 26th, 1998)

EXHIBIT 10.6 LOCK-UP LETTER AGREEMENT AUGUST __, 1998 J.P. Turner & Company, L.L.C. 3340 Peachtree Road, Suite 450 Atlanta, Georgia 30326 Klein Maus and Shire Incorporated 110 Wall Street New York, New York 10005 Gentlemen: I am the owner of _________ shares of Common Stock, no par value (the "Common Stock") of Dectron Internationale, Inc., a corporation organized under the laws of the province of Quebec, Canada (the "Company"). The Company intends to conduct an initial public offering of its Common Stock ("IPO") which shall be underwritten by J.P. Turner & Company, LLC and Klein Maus and Shire Incorporated (the "Underwriters"), as expressed in a letter of intent between the Company and the Underwriters (the "Letter of Intent") dated June 25, 1998. The undersigned recognizes the benefits which the Company will derive from the IPO. For and

Dectron Internationale Inc – 1998 STOCK OPTION PLAN (August 26th, 1998)

Exhibit 10.2 CURTIS INTERNATIONAL LTD. 1998 STOCK OPTION PLAN ARTICLE ONE PURPOSE AND INTERPRETATION SECTION 1.01 PURPOSE. The purpose of the Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation by directors, officers and employees of, and certain other persons who provide services to, the Corporation. SECTION 1.02 DEFINITIONS. In the Plan, the following capitalized words and terms shall have the following meanings: (a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT or its successor, as amended from time to time. (b) "AFFILIATE" shall have the meaning ascribed thereto in the Securities Act. (c) "ASSOCIATE" shall have

Dectron Internationale Inc – MEMORANDUM OF AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF (July 17th, 1998)

Exhibit 10.5 MEMORANDUM OF AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC, THIS _____ DAY OF ______________, 1998. BY AND BETWEEN: ____________________________________________, executive of the City of ___________________, Province of ________________, therein domiciled and residing at __________________________________. (hereinafter referred to as the "VENDOR") PARTY OF THE FIRST PART AND: DECTRON INTERNATIONAL INC., a corporation, duly incorporated according to Law, having its head office and principal place of business at 4300 Poi

Dectron Internationale Inc – UNDERWRITER'S WARRANT (July 17th, 1998)

Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NOT EXERCISABLE PRIOR TO SEPTEMBER [ ], 1998. VOID AFTER 5:00 P.M., NEW YORK TIME, SEPTEMBER[ ], 2003. UW-002 One Hundred Thousand (100,000) WARRANTS UNDERWRITER'S WARRANT Dated: October 9, 1997 THIS CERTIFIES THAT in consideration

Dectron Internationale Inc – CONSULTING AGREEMENT (July 17th, 1998)

Exhibit 10.1 CONSULTING AGREEMENT September , 1998 Dectron Internationale, Inc. 4300 Porier Blvd. Montreal, Quebec Canada H4R 2C5 Attention: Ness Lakdawala, CEO Gentlemen: This will confirm the arrangements, terms and conditions pursuant to which J.P. Turner & Co., LLC. ("J.P. Turner"), and Klein Maus and Shire Incorporated ("KMS") (J.P. Turner and KMS collectively referred to as the "Consultants") have been retained to serve as consultants and advisors to Dectron Internationale Inc., a , Quebec, Canada corporation (the "Company"), on a non-exclusive basis for the term set forth in Section 2 below. The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant. (a) Consulting Services. Consultants will provide such financial consulting services and advice pertai