Precom Technology Inc Sample Contracts

Marmion Industries Corp – DEBENTURE REGISTRATION RIGHTS AGREEMENT (March 26th, 2007)

THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2007, by and between Marmion Industries Corp., a Nevada corporation (the “Company”), and Dutchess Private Equities Fund, LTD, a Cayman Islands exempted company (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.

Marmion Industries Corp – SECURITY AGREEMENT (March 26th, 2007)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 22nd day of March, 2007, by MARMION INDUSTRIES CORP., a Nevada corporation, having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (the “Company”), MARMION INVESTMENTS, INC. a Texas corporation, (dba Marmion Air Service) having a mailing address at 9103 Emmott Road, Building 6, Suite A Houston, Texas 77040 (“Marmion Investments” together with the Company, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).

Marmion Industries Corp – PRICE: $3,000,000 DEBENTURE NUMBER: March 2007 101 ISSUANCE DATE: March 22, 2007 MATURITY DATE: March 22, 2012 (March 26th, 2007)

This Debenture (this “Debenture”) is subject to automatic conversion at the end of five (5) years from the date of issuance, at which time the Debenture outstanding will be automatically converted based upon the formula set forth in Article 3.2(c) hereof.

Marmion Industries Corp – Marmion Industries Corp. WARRANT NO. MARCH 2007 101 Dated: March 22, 2007 (March 26th, 2007)

Marmion Industries Corp., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received from Dutchess Private Equities Fund, Ltd., a Cayman Island exempted company (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of one hundred million (100,000,000) shares of the common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), at an exercise price equal to one and one-half cent ($.015) per share (the “Exercise Price”). This Warrant may be exercised on a cashless basis anytime after issuance through and including the fifth (5th) anniversary of its original issuance as noted above (the “Expiration Date”), subject to the following terms and conditions:

Marmion Industries Corp – SUBSCRIPTION AGREEMENT (March 26th, 2007)

Convertible Debentures (the “Debentures”) of Marmion Industries Corp., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act.

Marmion Industries Corp – LETTER OF INTENT (January 27th, 2006)

[Marmion Industries Corp. letterhead[ LETTER OF INTENT This letter of intent, dated as of November 22, 2005, will serve to outline a proposed distribution agreement by and between Marmion Industries Corp., a Nevada corporation ("Marmion") and M/S Al Dunia International, a Kuwait corporation ("M/S Al Dunia"). RECITALS A. Marmion designs, manufactures and markets custom made industrial air conditioning equipment (the "Products"). C. Marmion is willing to grant, and M/S Al Dunia desires to acquire, an exclusive right to distribute the Products in the countries of Kuwait, Quatar, Saudi Arabia, Beharin, and the United Arab Emirates (each a "Territory" and collectively the "Territories"). TERMS This letter of intent shall be binding on both parties; provided, however, that the parties agree to negotiate in good faith, on an exclusive

Marmion Industries Corp – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (February 2nd, 2005)

EXHIBIT 4.2 MARMION INDUSTRIES CORP. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2005 NO. 2 1. Introduction. This Plan shall be known as the "Marmion Industries ------------ Corp. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2005 No. 2," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable Marmion Industries Corp., a Nevada corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common stoc

Marmion Industries Corp – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005 NO. 2 (February 2nd, 2005)

EXHIBIT 4.1 MARMION INDUSTRIES CORP. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005 NO. 2 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to ------- allow designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of Marmion Industries Corp., a Nevada corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to certain restrictions (the "Awar

Marmion Industries Corp – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (January 13th, 2005)

EXHIBIT 4.2 MARMION INDUSTRIES CORP. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2005 1. Introduction. This Plan shall be known as the "Marmion Industries ------------ Corp. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2005," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable Marmion Industries Corp., a Nevada corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common stock, par value $

Marmion Industries Corp – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005 (January 13th, 2005)

EXHIBIT 4.1 MARMION INDUSTRIES CORP. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to ------- allow designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of Marmion Industries Corp., a Nevada corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to certain restrictions (the "Awards"

Marmion Industries Corp – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 4 (October 1st, 2004)

EXHIBIT 4.1 MARMION INDUSTRIES CORP. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 4 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to allow ------- designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of Marmion Industries Corp., a Nevada corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to certain restrictions (the "Awards").

Marmion Industries Corp – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (October 1st, 2004)

EXHIBIT 4.2 MARMION INDUSTRIES CORP. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 NO. 4 1. Introduction. This Plan shall be known as the "Marmion Industries ------------ Corp. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 4," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable Marmion Industries Corp., a Nevada corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common stock,

Marmion Industries Corp – PLAN AND AGREEMENT OF MERGER BETWEEN (July 23rd, 2004)

PLAN AND AGREEMENT OF MERGER BETWEEN INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. (A FLORIDA CORPORATION) AND MARMION INDUSTRIES CORP. (A NEVADA CORPORATION) INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. (a Florida corporation) "International Trust") and MARMION INDUSTRIES CORP. (a Nevada corporation) ("Marmion Industries"), hereby agree as follows: 1. Plan Adopted. A plan of merger merging International Trust with and ------------- into Marmion Industries (this "Plan of Merger"), pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes (the "NRS"), Chapter 607 of the Florida Statutes (the "FS"), and Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, is adopted as follows: (a) International Trust shall be merged with and into Marmion Industries, to exist and be governed by the

Marmion Industries Corp – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (July 15th, 2004)

EXHIBIT 4.2 MARMION INDUSTRIES CORP. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 NO. 3 1. Introduction. This Plan shall be known as the "Marmion Industries ------------ Corp. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable Marmion Industries Corp., a Nevada corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common st

Marmion Industries Corp – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3 (July 15th, 2004)

EXHIBIT 4.1 MARMION INDUSTRIES CORP. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to ------- allow designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of Marmion Industries Corp., a Nevada corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to certain restrictions

International Trust & Financial Systems Inc – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (June 8th, 2004)

EXHIBIT 4.2 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 1. Introduction. This Plan shall be known as the "International Trust ------------ and Financial Systems, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable International Trust and Financial Systems, Inc., a Florida corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer

International Trust & Financial Systems Inc – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2 (June 8th, 2004)

EXHIBIT 4.1 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to ------- allow designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of International Trust and Financial Systems, Inc., a Florida corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subje

International Trust & Financial Systems Inc – NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE (March 9th, 2004)

EXHIBIT 4.2 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 1. Introduction. This Plan shall be known as the "International Trust ------------ and Financial Systems, Inc. Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004," and is hereinafter referred to as the "Plan." The purposes of this Plan are to enable International Trust and Financial Systems, Inc., a Florida corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Directors and Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees i

International Trust & Financial Systems Inc – EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 (March 9th, 2004)

EXHIBIT 4.1 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 1. General Provisions. ------------------- 1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to allow ------- designated officers and employees (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of International Trust and Financial Systems, Inc., a Florida corporation (the "Company") and its Subsidiaries (as that term is defined below) which they may have from time to time (the Company and such Subsidiaries are referred to herein as the "Company") to receive certain options (the "Stock Options") to purchase common stock of the Company, par value $0.001 per share (the "Common Stock"), and to receive grants of the Common Stock subject to cert

International Trust & Financial Systems Inc – PURCHASE AND ESCROW AGREEMENT (February 24th, 2004)

PURCHASE AND ESCROW AGREEMENT ----------------------------- THIS PURCHASE AND ESCROW AGREEMENT ("Agreement") is made as of November 12, 2003 by and between INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (the "Company"), William MARMION (the "Purchaser"), and J. BENNETT GROCOCK, P.A., a Florida professional association and members of the Florida Bar, with offices at 455 S. Orange Ave., Suite 500, Orlando, FL 32801 (the "Escrow Agent"). W I T N E S S E T H: Company and Purchaser previously entered into a Letter of Intent dated November 5, 2003, for the purchase of a controlling interest in Company by Purchaser, which Letter of Intent provided for the parties to enter into a definitive purchase agreement. Company and Purchaser desire to set forth the terms and conditions under which the Purchaser will acquire the controlling interest in the Company.

International Trust & Financial Systems Inc – CONSULTING AGREEMENT (December 2nd, 2002)

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this Agreement") is made as of the 1st day of November, 2002 by and between International Trust & Financial Systems, Inc., formerly Precom Technology, Inc., ("the Company"), a Florida corporation and George Gregor, an individual resident of the State of New Jersey ("the Consultant"). WHEREAS, the Company is an international financial and business planning, asset protection, insurance management, and merchant banking company; WHEREAS, the Consultant provides business consulting services ("Consulting Services"); WHEREAS, it is the intent of the parties to this Agreement that Consultant conduct the Consulting Services purely as an independent contractor and not as an employee of the Company or of any of its affiliates, past, present or future, pursuant to Paragraph six (6) of Mimeograph 6566 published by the Office of the Commissioner of Internal Revenue in Cumulative Bulletin 1951-1, page 108. WHEREAS, the Company wishes to retain the

Precom Technology Inc – SHARE EXCHANGE AGREEMENT (November 20th, 2002)

AMENDMENT TO SHARE EXCHANGE AGREEMENT THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (this "Amendment") is entered into effective October 1, 2002, by and between Precom Technology, Inc., a Florida corporation ("Precom"), International Financial Concierge Services, Inc., a Florida corporation ("IFCS") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of IFCS. RECITALS WHEREAS, the parties hereto entered into a certain Share Exchange Agreement, dated October 1, 2002, (the "Exchange Agreement"); and WHEREAS, the parties hereto desire to amend the Exchange Agreement as set forth herein. AGREEMENT 1. All references to Series B Preferred Stock is deleted and replaced by Series A Preferred Stock. 2. Exhibit B. to the Exchange Agreement, Statement of Rights and Preferences of Series B Preferred Stock, is hereby rescinded, with no further force or effect. 3. Precom will issue 3,125,000 Series A

Precom Technology Inc – SHARE EXCHANGE AGREEMENT (October 23rd, 2002)

SHARE EXCHANGE AGREEMENT This Share Exchange Agreement ("Agreement") between Precom Technology, Inc., a Florida corporation ("Precom"), International Financial Concierge Services, Inc., a Florida corporation ("IFCS") and the persons listed in Exhibit A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of IFCS, is entered into as of October 1, 2002. RECITALS A. IFCS is a diversified financial services company that takes advantage of a wide range of business opportunities and tax and asset protection strategies for its clients at varying investment levels. Through its business units, IFCS acts as a vehicle and advisor for acquisition of strategically placed companies in fragmented industries, as well as a full-service financial and tax advisor, and a venture capital firm. B. The Shareholders own all of the issued and outstanding shares of common stock of IFCS (the "IFCS Shares"). C. The Shareholders have agreed to se

Precom Technology Inc – ARTICLES OF INCORPORATION (October 17th, 2002)

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PRECOM TECHNOLOGY, INC. The undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation pursuant to the Florida Business Corporation Act: FIRST: The new name of the corporation is International Trust & Financial Systems, Inc. SECOND: The date of the adoption of the amendment by all of the Directors of the Corporation was October 15, 2002. Adoption of the Amendment by a majority of shareholders of the Corporation was October 15, 2002. THIRD: This amendment shall be effective on October 21, 2002. DATE: October 17, 2002 _/s/ Robert Hipple______ Robert Hipple President & CEO

Precom Technology Inc – SUBSCRIPTION AGREEMENT (August 20th, 2002)

SUBSCRIPTION AGREEMENT FOR PROSPECT STREET CAPITAL PARTNERS, L.P. Subscription Agreement for Prospect Street Capital Partners, L.P. To the undersigned Subscriber: Prospect Street Capital Partners, L.P. a Delaware limited partnership (the "Partnership"), and Prospect Street Ventures II, LLC, a Delaware limited liability company (the "General Partner"), hereby agree with you (the "Subscriber") as follows: 1. Defined Terms. Capitalized terms used herein without definition have the meanings set forth in the Limited Partnership Agreement (the "Partnership Agreement") of the Partnership. 2. Sale and Purchase of Limited Partner Interest. Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained herein, upon counter-signature hereof by the General Partner, (a) the Partnership agrees to sell to you and you irrevocably subscribe for and agree to purchase from the Partnership an interest as a Limited P

Precom Technology Inc – CONSULTING AGREEMENT (July 3rd, 2002)

CONSULTING AGREEMENT This Agreement is made as of the 3rd day of June, 2002 by and between Precom Technology, Inc., ("the Company") a corporation duly organized and existing under the laws of Florida, and Merchants Capital Corporation ("the Consultant"). WHEREAS, the Company is an international financial and business planning, asset protection, insurance management, and merchant banking company with offices in the United States, the Bahamas, and Hong Kong; and WHEREAS, the Consultant provides consulting services in the areas of contacting potential merger/acquisition candidates, structuring and negotiating merger/acquisition agreements, completing final due diligence and consummating transactions (collectively, the "Consulting Services"); and WHEREAS, the Company wishes to retain the services of the Consultant on the following terms and conditions; NOW, THEREFORE, the Company an

Precom Technology Inc – SHARE EXCHANGE AGREEMENT (June 19th, 2002)

Exhibit 99 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement ("Agreement") is made and entered into as of May 26, 2002 between and among Precom Technology, Inc., a Florida corporation ("Precom"), CGI International Holdings, Incorporated, a Delaware corporation ("CGI"), Saddleback Financial Corporation, a Delaware corporation ("SFC"), Leasco Holding, Inc., an Illinois corporation ("Leasco") and Merchants Capital Corporation, a corporation with its principal offices located in Chicago, IL ("MCC"). RECITALS A. CGI is a diversified financial services company that takes advantage of a wide range of business opportunities and tax and asset protection strategies for its clients at varying investment levels. Through its business units, CGI acts as a vehicle and advisor for acquisition of strategically placed companies in fragmented industries, as well as a full-service financial and tax advisor, and a venture capital

Precom Technology Inc – WARRANT AGREEMENT (May 20th, 2002)

WARRANT AGREEMENT WARRANT AGREEMENT dated as of April 16, 2002 between Precom Technology, Inc., a Florida corporation (the "Company"), and Greenwich Financial Group, a , (hereinafter referred to as "GFG"). ------------ ----------- W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company proposes to issue to GFG warrants (the "Warrants") to purchase up to 1,000,000 (as such number may be adjusted from time to time pursuant to Article 7 of this Agreement) shares (the "Shares") of common stock, par value $.001 per share (the "Common Stock"), of the Company; NOW, THEREFORE, in consideration of the premises, the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant GFG and/or its designees are hereby granted the right

Precom Technology Inc – REGISTRATION AND LOCK-UP AGREEMENT (May 20th, 2002)

REGISTRATION AND LOCK-UP AGREEMENT THIS REGISTRATION AND LOCK-UP AGREEMENT (this "Agreement") is made effective the 8th day of May, 2002, by and between Precom Technology, Inc., a Florida corporation, (the "Company"), and Greenwich Financial Group, a(n) (the "Stockholder"). ------------------------- RECITALS WHEREAS, the Company and the Stockholder were parties to that certain Share Exchange Agreement dated February 21, 2002, between the Company and the Stockholder (the "Exchange Agreement"); WHEREAS, pursuant to the Exchange Agreement the Company agreed to issue to the Stockholder one million three hundred fifty thousand (1,350,000) shares of restricted common stock, par value $.001 per share, of the Company (the "Common Stock"); and WHEREAS, also pursuant to the Exchange Agreement, the Stockholder would have certain rights with respect to the registration of such shares

Precom Technology Inc – CONSULTING AGREEMENT (May 8th, 2002)

CONSULTING AGREEMENT This Agreement is made as of the 16th day of April, 2002 by and between Precom Technology, Inc., ("the Company") a corporation duly organized and existing under the laws of Florida, and Bruce Keller ("the Consultant"). WHEREAS, the Company is an international financial and business planning, asset protection, insurance management, and merchant banking company with offices in the United States, the Bahamas, and Hong Kong; and WHEREAS, the Consultant provides consulting services in the areas of contacting potential merger/acquisition candidates, structuring and negotiating merger/acquisition agreements, completing final due diligence and consummating transactions (collectively, the "Consulting Services"); and WHEREAS, the Company wishes to retain the services of the Consultant on the following terms and conditions; NOW, THEREFORE, the Company and the Consultant agree as follows: 1. The Company hereby r

Precom Technology Inc – FINANCIAL CONSULTING SERVICES AGREEMENT (May 8th, 2002)

FINANCIAL CONSULTING SERVICES AGREEMENT --------------------------------------- This Financial Consulting Services Agreement (the "Agreement") is entered this 17th day of April, 2002 by and between Randall Letcavage and Rosemary Nguyen ("Consultants"), individuals, and Precom Technology, Inc. (OTC BB: PPMT) ("Client"), a Florida corporation, with reference to the following: Preliminary Statement --------------------- A. The Client desires to be assured of the association and services of the Consultants in order to avail itself of the Consultants' experience, skills, abilities, knowledge, and background to facilitate long range strategic planning, and to advise the Client in business and/or financial matters and is therefore willing to engage the Consultants upon the terms and conditions set forth herein. Consultants desire to be assured, and Client desires to assure Consulta

Precom Technology Inc – CONSULTING AGREEMENT (May 8th, 2002)

CONSULTING AGREEMENT This Agreement is made as of the 16th day of April, 2002 by and between Precom Technology, Inc., ("the Company") a corporation duly organized and existing under the laws of Florida, and Nicholas M. Calapa ("the Consultant"). WHEREAS, the Company is an international financial and business planning, asset protection, insurance management, and merchant banking company with offices in the United States, the Bahamas, and Hong Kong; and WHEREAS, the Consultant provides consulting services in the areas of contacting potential merger/acquisition candidates, structuring and negotiating merger/acquisition agreements, completing final due diligence and consummating transactions (collectively, the "Consulting Services"); and WHEREAS, the Company wishes to retain the services of the Consultant on the following terms and conditions; NOW, THEREFORE, the Company and the Consultant agree as follows: 1. The Company he

Precom Technology Inc – PROMISSORY NOTE (April 15th, 2002)

PROMISSORY NOTE $2,000,000.00 Date: April 9, 2002 For value received, the undersigned CGI International Holdings, Inc., a Delaware corporation ("the Promisor") promises to pay to the order of Precom Technology, Inc., a Florida corporation (the "Payee"), at 2001 West Main Street, Suite 208, Stamford, Connecticut 06902 (or at such other place as the Payee may designate in writing) the sum of Two Million Dollars ($2,000,000.00) with no interest thereon from April 9, 2002, until October 9, 2002, (the "Due Date"), at which time the remaining unpaid principal shall be due in full. The Promisor reserves the right to prepay this Note (in whole or in part) prior to the due date with no prepayment penalty. Pursuant to that certain Stock Subscription Agreement of even date herewith between the Promisor and the Payee, this Note shall be secured by forty million (40,000,000) shares of common stock, par value $0.001 per

Precom Technology Inc – STOCK SUBSCRIPTION AGREEMENT (April 15th, 2002)

STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made effective the 9th day of April, 2002 by and between Precom Technology, Inc., a Florida corporation, (the "Company") and CGI International Holdings, Inc., a Delaware corporation (the "Purchaser"). RECITALS WHEREAS, the Purchaser desires to purchase certain shares of the Company's Common Stock on the terms and conditions set forth herein; and WHEREAS, the Company desires to issue and sell shares of the Common Stock to the Purchaser on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, and, other good and valuable consideration, the parties hereto agree as follows: 1. Authorization, Sale and Issuance of Shares 1.1 Authorization On t

Precom Technology Inc – SHARE EXCHANGE AGREEMENT (March 22nd, 2002)

EXHIBIT 1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement ("Agreement") between PreCom Technology, Inc., a Florida corporation ("PreCom"), Greenwich Financial Group ("GFG"), Concilium Group, Inc., a Delaware corporation ("CGI") and the persons listed in EXHIBIT A hereof (collectively the "Shareholders"), being the owners of record of all of the issued and outstanding stock of CGI, is entered into as of February 21, 2002. RECITALS A. CGI is a diversified financial services company that takes advantage of a wide range of business opportunities and tax and asset protection strategies for its clients at varying investment levels. Through its business units, CGI acts as a vehicle and advisor for acquisition of strategically placed companies in fragmented industries, as well as a full-service financial and tax advisor, and a venture capital