First Responder Systems & Technology Inc. Sample Contracts

VOTING RIGHTS AGREEMENT
Voting Rights Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Delaware

THIS VOTING RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of , 2005, by and among FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC., a Delaware corporation (the “Company”), the stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule A hereto (together with (i) any subsequent stockholders or option holders who become parties hereto (other than Investor) and (ii) any transferees who become subject to the provisions hereof pursuant to Section 4.1, the “Stockholders”) and COMMONWEALTH ADVISORS, INC. (the “Investor”). The Company, the Stockholders and the Investor are individually referred to herein as “Party” and are collectively referred to herein as the “Parties.”

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Up to a Maximum of $8,000,000 3% SENIOR DEBENTURES AND WARRANTS FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Connecticut

First Responder Systems and Technology Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell up to a maximum of $8,000,000 aggregate principal amount of 3% debentures (the “Debentures”) with warrants (the “Warrants” and together with the Debentures, the “Securities”) exercisable for shares (the “Conversion Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), directly to certain investors (collectively, the “Investors”).

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FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. AND HANCOCK BANK OF LOUISIANA (TRUST DIVISION), as Trustee TRUST INDENTURE Dated as of November 21, 2005
Trust Indenture • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Louisiana

THIS TRUST INDENTURE (the “Indenture”), dated as of November 21, 2005, is between FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC., a Delaware corporation (the “Issuer”), HANCOCK BANK OF LOUISIANA, a banking corporation organized and existing under and by virtue of the laws of the State of Louisiana and duly authorized to accept and execute trusts, with its principal corporate trust office located in Baton Rouge, Louisiana, as Trustee, Paying Agent, Escrow Agent and Registrar (the “Bank”), and COMMONWEALTH ADVISORS, INC. (“Commonwealth Advisors”):

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FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. DEBENTURE PURCHASE AGREEMENT
Debenture Purchase Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Louisiana

This Debenture Purchase Agreement (this “Agreement”) is entered into as of this th day of , 2005, among First Responder Systems and Technology Inc. (the “Company”), and the creditors listed on Exhibit A (each a “Creditor” and collectively, the “Creditors”).

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FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 28th, 2005 • First Responder Systems & Technology Inc. • Louisiana

This Investor Rights Agreement (the “Agreement”) is entered into as of the th day of , 2005, by and among First Responder Systems and Technology Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s 3% Debentures Due October 15, 2010 (“Debentures”) as set forth in Exhibit A. The purchasers of the Debentures shall be referred to hereinafter as the “Investors” and each individually as an “Investor.”

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FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Louisiana

This Investor Rights Agreement (the “Agreement”) is entered into as of the th day of , 2005, by and among First Responder Systems and Technology Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s 3% Debentures Due December 30, 2010 (“Debentures”) as set forth in Exhibit A. The purchasers of the Debentures shall be referred to hereinafter as the “Investors” and each individually as an “Investor.”

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AGREEMENT AND PLAN OF MERGER BETWEEN FIRST RESPONDER SYSTEMS AND TECHNOLOGY, LLC A Louisiana limited liability company AND FIRST RESPONDER SYSTEMS AND TECHNOLOGY INC. A Delaware corporation
Agreement and Plan of Merger • September 28th, 2005 • First Responder Systems & Technology Inc.

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 24, 2005, is entered into by and between First Responder Systems and Technology, LLC, a Louisiana limited liability company (the “Company”) and First Responder Systems and Technology Inc., a Delaware corporation (the “Corporation”).

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SOFTWARE CONSULTING AGREEMENT
Software Consulting Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design

THIS AGREEMENT made and entered into on the 27th Day of May, 2003 (“Effective Date”) by and between Span Systems Corporation, located at 230 Sherman Avenue Suite 9, Berkeley Heights, NJ 07922 (herein after referred to as “SPAN”) and FiRST Responder Systems & Technology, LLC located at LBTC Building D – 124, South Stadium Drive, Baton Rouge, Louisiana 70803 (hereinafter referred to as “CUSTOMER”).

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Partnership Agreement between ACS FIREHOUSE Solutions and FiRST Responder Systems and Technology, Inc.
Partnership Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design

This is a Partnership Agreement between ACS FIREHOUSE Solutions. (ACS) and FiRST Responder Systems & Technology, Inc. (FiRST). All logos, brands, trademarks, intellectual property and the like are the property of their respective owners and proper citation and usage for brands and marks will be outlined according to both companies’ practices in a later document.

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 28th, 2005 • First Responder Systems & Technology Inc. • Louisiana

This INTERCREDITOR AGREEMENT (the “Agreement”) is entered into as of the 20th day of May, 2005, by and among First Responder Systems and Technology, LLC, a Louisiana limited liability company (the “Company”), the lenders under the Bridge Loan Agreement (defined below) as set forth in Exhibit A, referred to hereinafter as the “Bridge Loan Lenders” and each individually as a “Bridge Loan Lender” and Business Resource Capital Specialty BIDCO, Inc. as “Administrative Agent.”

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ANNUAL PARTICIPATION AGREEMENT THIS AGREEMENT, effective January 1, 2005 by and between BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE,
Annual Participation Agreement • September 28th, 2005 • First Responder Systems & Technology Inc. • Louisiana

a constitutional entity existing under the laws of the State of Louisiana (hereinafter “LSU”), herein acting on behalf of the Louisiana Business and Technology Center (hereinafter “LBTC”) and First Responder Systems and Technology, L.L.C., TIN 72-1505839 (hereinafter “Participant”) who agree as follows:

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ANNUAL PARTICIPATION AGREEMENT THIS AGREEMENT, effective January 1, 2005 by and between BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE,
Annual Participation Agreement • November 22nd, 2005 • First Responder Systems & Technology Inc. • Services-computer integrated systems design • Louisiana

a constitutional entity existing under the laws of the State of Louisiana (hereinafter “LSU”), herein acting on behalf of the Louisiana Business and Technology Center (hereinafter “LBTC”) and First Responder Systems and Technology, L.L.C., TIN 72-1505839 (hereinafter “Participant”) who agree as follows:

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BRIDGE LOAN AGREEMENT
Bridge Loan Agreement • September 28th, 2005 • First Responder Systems & Technology Inc. • Louisiana

THIS BRIDGE LOAN AGREEMENT is made and entered into as of May 20, 2005 by and between First Responder Systems and Technology, LLC (“FRS”, also referred to as the “Company”), a Louisiana limited liability company, and the lenders set forth in Exhibit A (collectively, “Lender”). The Company and Lender hereby agree as follows:

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ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., 380 NEW YORK ST., REDLANDS, CA 92378-81—USA – TEL. 909-793-2853 – FAX 909-793-5953 ESRI DEVELOPER PROGRAM AGREEMENT Contract No.
Esri Developer Program Agreement • September 28th, 2005 • First Responder Systems & Technology Inc. • New York

This Developer Program Agreement is between Environmental Systems Research Institute, Inc. (ESRI), and First Responder Sys & Tech, LLC (“Company”), and shall be governed by the terms of the ESRI Business Partner General Terms and Conditions Agreement between Company and ESRI, Contract No. , and the terms set forth below.

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November 3, 2005
First Responder Systems & Technology Inc. • November 22nd, 2005 • Services-computer integrated systems design
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