Accord Advanced Technologies Inc Sample Contracts

Accord Advanced Technologies Inc – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (May 24th, 2001)

Exhibit 10.13 CONVERTIBLE DEBENTURE PURCHASE AGREEMENT BY AND AMONG GEM MANAGEMENT, LTD., AND SUCCESSWAY HOLDINGS LTD. (THE "PURCHASERS") AND ACCORD ADVANCED TECHNOLOGIES, INC. (THE "COMPANY") DATED AS OF MAY___, 2001 TABLE OF CONTENTS PAGE ---- ARTICLE I. CERTAIN DEFINITIONS 1 Section I.1. Certain Definitions 1 ARTICLE II. PURC

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (May 24th, 2001)

Exhibit 10.9 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. 5 $350,000.00 May 9, 2001 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE

Accord Advanced Technologies Inc – SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (May 24th, 2001)

Exhibit 10.8 SECOND AMENDMENT TO SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among ACCORD ADVANCED TECHNOLOGIES, INC. and THE INVESTORS SIGNATORY HERETO Dated as of May 9, 2001 SECOND AMENDMENT TO SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July __, 2000, among ACCORD ADVANCED TECHNOLOGIES, INC. a Nevada corporation as the successor entity of the Agreement and Plan of Reorganization between Accord Advanced Technologies, Inc. and ENPETRO Mineral Pool dated April 30, 2001 (the "COMPANY"), and the investors signatory hereto (each such investor is a "PURCHASER" and all such investors are, collectively, the "PURCHASERS"). WHEREAS, the Company and the Purchasers

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (May 24th, 2001)

Exhibit 10.10 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. 6 $150,000.00 May 9, 2001 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE

Accord Advanced Technologies Inc – 2% CONVERTIBLE DEBENTURE DUE MAY ___, 2006 (May 24th, 2001)

Exhibit 10.14 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 RULE 506 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. No. _________ US $340,000 2% CONVERTIBLE DEBENTURE DUE MAY ___, 2006 THIS DEBENTURE is one of a duly authorized issue of Debentures of Accord Advan

Accord Advanced Technologies Inc – WARRANT (May 24th, 2001)

Exhibit 10.12 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No. 6 Dated: May 9, 2001 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation having a principal place of business c/o Robson, Ferber, Frost, Chan & Esser LL

Accord Advanced Technologies Inc – WARRANT (May 24th, 2001)

Exhibit 10.11 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No.5 Dated: May 9, 2001 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation having a principal place of business c/o Robson, Ferber, Frost, Chan & Esser LL

Accord Advanced Technologies Inc – AGREEMENT (February 14th, 2001)

Exhibit 2 AGREEMENT This Agreement entered into this 5th day of February 2001 by and between Travis Wilson (Wilson), Accord Advanced Technologies, Inc. a Nevada Corporation (AVTI), National Capital Corp. of DE the owner of 100% of the membership interest of STEP, LLC, a privately held engineering firm (NCC) and Return on Equity Group, Inc., a private merchant bank (ROE). WHEREAS, the above-identified parties are desirous of entering into a definitive agreement wherein a merger will occur between the entities herein described under the following conditions. 1. Wilson will exchange his approximately sixty (60%) percent stock ownership (i.e., approximately 26 million shares) in AVTI to NCC, thereby providing control of AVTI to NCC. In exchange for this transfer of stock by Wilson, Wilson shall receive from NCC the following: (A) 6.6% of NCC stock upon the e

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (September 15th, 2000)

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. 2 $200,000.00 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE DUE JUNE 30, 2001 THIS DEBENTURE is one of a series of duly authorized and issued debent

Accord Advanced Technologies Inc – WARRANT (September 15th, 2000)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No. 4 Dated: July 17, 2000 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "Company"), hereby certifies that, for value received, NEW MILLENNIUM CAPITAL PARTNERS, LLC or its registered assigns ("Hol

Accord Advanced Technologies Inc – REGISTRATION RIGHTS AGREEMENT (September 15th, 2000)

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of June 22, 2000, among ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation having an address at 5002 South Ash Avenue, Tempe, AZ 85282 (the "COMPANY"), and the investors signatory hereto (each such investor is a "PURCHASER" and all such investors are, collectively, the "PURCHASERS"). This Agreement is made pursuant to the Secured Convertible Debenture Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "PURCHASE AGREEMENT"). The Company and the Purchasers hereby agree as follows: 1. DEFINITIONS Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. All references to $ (dollars) shall be to US$ (United States dollars).

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (September 15th, 2000)

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. 4 $200,000.00 July 17, 2000 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE DUE JUNE 30, 2001 T

Accord Advanced Technologies Inc – SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (September 15th, 2000)

-------------------------------------------------------------------------------- SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among ACCORD ADVANCED TECHNOLOGIES, INC. and THE INVESTORS SIGNATORY HERETO Dated as of June __, 2000 -------------------------------------------------------------------------------- SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of June 22, 2000, among ACCORD ADVANCED TECHNOLOGIES, INC. a Nevada corporation (the "COMPANY"), and the investors signatory hereto (each such investor is a "PURCHASER" and all such investors are, collectively, the "PURCHASERS"). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchasers and the P

Accord Advanced Technologies Inc – WARRANT (September 15th, 2000)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No. 1 Dated: June 22, 2000 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "Company"), hereby certifies that, for value received, AJW PARTNERS, LLC or its registered assigns ("Holder"), is entitled

Accord Advanced Technologies Inc – SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (September 15th, 2000)

================================================================================ FIRST AMENDMENT TO SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among ACCORD ADVANCED TECHNOLOGIES, INC. and THE INVESTORS SIGNATORY HERETO Dated as of July __, 2000 ================================================================================ FIRST AMENDMENT TO SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "Agreement"), dated as of July 14, 2000, among ACCORD ADVANCED TECHNOLOGIES, INC. a Nevada corporation (the "Company"), and the investors signatory hereto (each such investor is a "Purchaser" and all such investors are, collectively, the "Purchasers"). WHEREAS, the Company and the Purchasers previously entered into a Secured Convertible Debenture P

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (September 15th, 2000)

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. 1 $50,000.00 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE DUE JUNE 30, 2001 THIS DEBENTURE is one of a series of duly authorized and issued debent

Accord Advanced Technologies Inc – SECURITY AGREEMENT (September 15th, 2000)

SECURITY AGREEMENT SECURITY AGREEMENT, dated as of June 22, 2000, between ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "COMPANY"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (Collectively, the "SECURED PARTY"). WITNESSETH: WHEREAS, pursuant to a Secured Convertible Debenture Purchase Agreement, dated the date hereof between the Company and the Secured Party (the "PURCHASE AGREEMENT"), the Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from the Company an aggregate principal amount of $1,000,000 of the Company's 12% Secured Convertible Debentures, due June 30, 2001 (the "DEBENTURES"), which are convertible into shares of The Company's Common Stock, $.001 par value (the "COMMON STOCK"). In connection therewith, the Company shall issue to the Secured P

Accord Advanced Technologies Inc – WARRANT (September 15th, 2000)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No.3 Dated: July 17, 2000 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "Company"), hereby certifies that, for value received, AJW PARTNERS, LLC or its registered assigns ("Holder"), is entitled

Accord Advanced Technologies Inc – 12% CONVERTIBLE DEBENTURE (September 15th, 2000)

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. 3 $50,000.00 July 17, 2000 ACCORD ADVANCED TECHNOLOGIES, INC. 12% CONVERTIBLE DEBENTURE DUE JUNE 30, 2001 T

Accord Advanced Technologies Inc – WARRANT (September 15th, 2000)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER 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 THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ACCORD ADVANCED TECHNOLOGIES, INC. WARRANT Warrant No. 2 Dated: June 22, 2000 ACCORD ADVANCED TECHNOLOGIES, INC., a Nevada corporation (the "Company"), hereby certifies that, for value received, NEW MILLENNIUM CAPITAL PARTNERS, LLC or its registered assigns ("Hol

Accord Advanced Technologies Inc – WARRANT TO PURCHASE COMMON STOCK (August 30th, 1999)

VOID AFTER 5:00 P.M., NEW YORK TIME ON NOVEMBER _, 2001 WARRANT TO PURCHASE 200,000 SHARES OF COMMON STOCK -------------------------------- WARRANT TO PURCHASE COMMON STOCK OF ACCORD ADVANCED TECHNOLOGIES, INC. -------------------------------- THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE BEING ISSUED PURSUANT TO RULE 504 OF REGULATION D. FOR VALUE RECEIVED, Accord Advanced Technologies, Inc., a Nevada corporation (the "Company"), grants the following rights to GEM Management, Ltd. P. 0. Box 860, 11 Bath Street, St. Helier, Jersey, Channel Islands JE4 OYZ and/or its

Accord Advanced Technologies Inc – STANDARD INDUSTRIAL LEASE - NET (August 30th, 1999)

STANDARD INDUSTRIAL LEASE - NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. PARTIES. This lease, dated, for reference purposes only, August 18, 1994 is made by and between Robert Colman Trust (heroin called "Lessor") and. Accord Semiconductor Equipment Group, Inc. and Travis Wilson, Individually and Terrie Wilson, Individually (herein called "Lessee"), 2. PROMISES. Lessor hereby losses to Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property situated in the county of- Maricopa State of Arizona commonly known as 5002 South Ash, Tempe, Arizona and described as approximately 14,000 square foot building said real properly including the land and all improvements therein, is heroin called "the promises". 3. TERM. 3.1 TERM. THE TERM OF THIS LEASE SHALL BE FOR FIVE (5) YEARS COMMENCING ON October 1, 1994 AND ENDING ON S

Accord Advanced Technologies Inc – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (August 30th, 1999)

-------------------------------------------------------------------------------- CONVERTIBLE DEBENTURE PURCHASE AGREEMENT By and Among Successways Holdings Ltd. Turbo International, Inc. GEM Management Ltd., (the "Purchasers") and ACCORD ADVANCED TECHNOLOGIES, INC. ---------------------------------- Dated as of November 22, 1998 ---------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I CERT

Accord Advanced Technologies Inc – 2% CONVERTIBLE DEBENTURE DUE NOVEMBER 21, 2003 (August 30th, 1999)

2% CONVERTIBLE DEBENTURE DUE NOVEMBER 21, 2003 THIS DEBENTURE- is one of a duly authorized issue of Debentures of Accord Advanced Technologies, Inc., a Nevada Corporation (the "Company"), designated as its 2% Convertible Debentures, due November 212003 (the "Debentures"), in an aggregate principal amount of up to US $530,000. FOR VALUE RECEIVED, the Company promises to pay to Turbo) International, Inc. or registered assigns (the "Holder"), the principal sum of Fifty Thousand (US$ 50,000 on or prior to November 2l 2003 (the "Maturity Date") and to pay interest to the Holder on the principal sum, at the rate of 2% per annum. Interest shall accrue daily commencing on the Original Issue Date (as defined in Section 6) until payment in full of the principal sum, together with all accrued and unpaid interest, has been made or duly provided for. All accrued and unpaid interest shall bear interest at the

Accord Advanced Technologies Inc – ESCROW AGREEMENT (August 30th, 1999)

ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement"), dated as of November 22, 1998, by and among Accord Advanced Technologies, Inc., a Nevada corporation (the "Company"), Kaplan Gottbetter & Levenson, LLP (the "Escrow Agent") and the parties who have executed this Agreement as the Purchaser (individually, the "Purchaser" and collectively, the "Purchasers"). RECITALS A. Simultaneously with the execution of this Agreement, the Purchasers have entered into a Convertible Debenture Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), pursuant to which the Purchasers have agreed to purchase certain debentures (the "Debentures") of the Company. B. The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the Purchase Price (as defined in the Purchase Agreement) to be pai

Accord Advanced Technologies Inc – SUBSCRIPTION AGREEMENT AND INVESTMENT (August 30th, 1999)

SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION OF INVESTORS Accord Advanced Technologies, Inc. 5002 S. Ash Avenue Tempe, AZ 85282 Gentlemen: 1) Subject to the terms and conditions hereof, the undersigned, intending to be legally bound, hereby irrevocably subscribers for and agrees to accept and subscribe to 83,333 shares of Regulation D. Section 504 Common Stock of Accord Advanced Technologies, Inc., a Nevada corporation (the "Company"), for a total consideration of $250,000, the receipt and sufficiency of which is hereby acknowledged. The 83,333 shares shall be adjusted for the 3-1 stock split announced by the Company, i.e., the adjusted number of shares will be 250,000. 2) In order to induce the company to accept the subscription made hereby, the undersigned hereby represents and warrants to the Company, and each other person who acquires or has acquired the Common Stock, as

Accord Advanced Technologies Inc – AGREEMENT (August 30th, 1999)

AGREEMENT 1. R&F ADVISORS (RF), with its principal place of business in Phoenix, AZ, is an advisory group consisting of Gerald Flanagan and Carol Ranno. It is engaged in the business of advising and assisting companies as well as arranging financing. The financing may be in the form of loans, merger, an equity investment by one or more investors, or other transactions wherein the company receives funding through a combination of the above ACCORD ADVANCED TECHNOLOGIES, INC. (AVTI), with its principal place of business in Tempe, AZ, desires to retain RF as its Advisor to assist in Mergers and Acquisitions, Business Planning, Due Diligence Strategic Plan and to arrange financing to meet present and future needs. The primary capital raise is to secure a $6 million private placement to be used for the continuous expansion and operation of the subsidiary company Accord SEG. 2. RF agrees to respect the confidentiality of all financial, operational, and p

Accord Advanced Technologies Inc – ESCROW AGREEMENT (August 30th, 1999)

ESCROW AGREEMENT This Escrow Agreement is entered into this 7 day of October, 1998, by and between Accord Advanced Technologies, Inc., a Nevada corporation, (the "Company"), Davis, McKee & Forshey, P.C., Attorneys at Law ("Escrow Agent") and Nismic Sales Corp., a New York corporation, ("Investor"). WHEREAS on October 6, 1998, Investor entered into a Subscription Agreement and Investment Representation of Investors ("Subscription Agreement") wherein it agreed to purchase 250,000 shares of common stock of Company represented in the form of certificates ("Certificates") pursuant to Regulation D, Section 504; and NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, together with other valuable consideration for the purchase of the common stock, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Escrow Agent agrees to hold t

Accord Advanced Technologies Inc – BUSINESS LOAN AGREEMENT (August 30th, 1999)

BUSINESS LOAN AGREEMENT ============================================================================================================== Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials $1,000,000.00 03-19-1999 03-19-2009 2000917 40 3,4,9 10006 BF -------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan item. -------------------------------------------------------------------------------------------------------------- Borrower: ACCORD SEMICONDUCTOR EQUIPMENT, GROUP, Inc. Lender: UNION BANK OF ARIZONA, N.A. (TIN: 86-07451M PO BOX 230