IQ Micro Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among IQ MICRO INC., a Colorado corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among IQ MICRO INC., a Colorado corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 29, 2006, by and between IQ MICRO INC., a Colorado corporation with its principal place of business located at 500 Australian Avenue South, Suite 700, West Palm Beach, Florida 33401 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

ESCROW AGREEMENT
Escrow Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among IQ MICRO INC., a Colorado corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of February 15, 2007, by and between IQ MICRO INC., a Colorado corporation with its principal place of business located at 500 Australian Avenue, Suite 700, West Palm Beach, Florida 33401 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 30, 2005, by and between IQ MICRO INC., a Colorado corporation with its principal place of business located at 500 Australian Avenue South, Suite 700, West Palm Beach, Florida 33401 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

MANAGEMENT AGREEMENT
Management Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

JOCHRI CONSULT AS, a company duly incorporated pursuant to the laws of Norway, having an office at Spurvestien 24, 3189 Horten, Norway.

MANAGEMENT AGREEMENT
Management Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • British Columbia

WHEREAS the Company is a publicly traded corporation in the United States and the major shareholder of the Company is another Florida incorporated company, Osmotex (USA) Inc. which in turn is a wholly-owned subsidiary of a privately held corporation in Norway, Osmotex A/S, (“Osmotex”).

CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

THIS CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into on June 9, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (“IQMC”), and OSMOTEX USA, INC., a Florida corporation (“Osmotex”). IQMC and Osmotex are collectively referred to herein as the “Parties”.

AMENDMENT TO FINANCING AND LISTING AGREEMENT
Financing and Listing Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies

THIS AMENDMENT TO FINANCING AND LISTING AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2005 by and among IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“IQMC”), OSMOTEX USA, INC., a Florida corporation (“Osmotex”), and D.P. MARTIN & ASSOCIATES, INC., a Florida corporation (the “Finder”); collectively, the “Parties.”

AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

This AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into on January 12, 2006 by and among OSMOTEX AS, a Norwegian corporation (“Licensor”), OSMOTEX USA, INC., a Florida corporation (“Licensee”) and IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“Sublicensee”).

AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies

THIS AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of January 12, 2006 by and among IQ MICRO INC. (formerly IQ Medical Corp.), a Colorado corporation (“IQMC”), and OSMOTEX USA, INC., a Florida corporation (“Osmotex”) (individually, the “Party” and collectively, the “Parties”).

FINANCING AND LISTING AGREEMENT
Financing and Listing Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

THIS FINANCING AND LISTING AGREEMENT (the “Agreement”) is made and entered into on June 9, 2005 by and among IQ MEDICAL CORP., a Colorado corporation (“IQMC”), OSMOTEX USA, INC., a Florida corporation (“Osmotex”), and D.P. MARTIN & ASSOCIATES, INC., a Florida corporation (the “Finder”).

Hawk Associates, Inc. Key Largo, FL 33037 Tel: (305) 852-2383 Fax: (305) 852-2378
Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

AGREEMENT made as of August 1, 2005 (the “Effective Date”) between Hawk Associates. Inc., a Florida investor relations firm having its place of business at 227 Atlantic Blvd, Key Largo, FL 33037 (hereinafter referred to as “Hawk”) and IQ Micro with an address at 500 Australian Avenue South, Suite, 700, West Palm Beach, FL 33401 (herein after referred to as the “Company”).

PLAN OF MERGER ENCLAVE PRODUCTS, LTD.
Plan of Merger • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Colorado

This Plan of Merger is dated the 29th day of March, 2004, by and between Enclave Products, Ltd. a Colorado corporation, involuntarily dissolved, hereinafter referred to as “Old” and Enclave Products, Ltd. a Colorado corporation in good standing, hereinafter referred to as “New.” The foregoing corporations are collectively referred to as “Constituent Entities.”

Verbal Lease Agreement Description (West Palm Beach, Florida)
Verbal Lease Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies

On July 1, 2005, IQ Micro, Inc. ("Lessee") and D.P. Martin & Associates, Inc.("Lessor") verbally agreed to a month-to-month lease for the Lessee's use of a 250 square foot single executive office in a shared office suite located at 500 Australian Avenue, Suite 700, West Palm Beach, Florida, 33401. The rental rate is $2,500 per month.

AGREEMENT between CSEM Centre Suisse d’Electronique et de Microtechnique SA Jaquet-Droz 1, 2007 Neuchâtel, Switzerland having an regional office at Untere Gründlistrasse 1, CH-6055 Alpnach Dorf, Switzerland represented by: Dr Ulrich Claessen
Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies

OSMOTEX has developed a method for pumping liquids based on electrokinetic effects and requiring only small voltages. Seeking to utilize the principle for microfluidic systems, OSMOTEX contacted CSEM in January 2004 in order to miniaturize the pumping system. OSMOTEX at that point was attracted by CSEM’s expertise in microfluidics and microfabrication. In a first project towards the end of 2004 a functional model of a microfluidic pump based on OSMOTEX’ principle could be demonstrated. Simulation and design of the system were done at CSEM in Alpnach with input from OSMOTEX, the components were microfabricated at CSEM in Neuchâtel, and the final system was assembled using microbeads as active elements at CSEM in Alpnach. The final testing of the assembled systems was done at CSEM’s microfluidic laboratory in Alpnach in a combined effort by employees from OSMOTEX and CSEM. In a second, currently running project, improved, completely microfabricated microfluidic pumps are being elaborated

WAIVER AND AGREEMENT
Waiver and Agreement • May 21st, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies
Verbal Lease Agreement Description (Horten, Norway)
Verbal Lease Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies

On August 1, 2005, IQ Micro, Inc. ("Lessee") and Jochri Consult AS ("Lessor") verbally agreed to a month-to-month lease for the Lessee's use of a 500 square foot space consisting of two executive offices, including administrative support, located at Nedre vei 4, N-3183 Horten, Norway. The rental rate is $1,600 per month.

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • February 16th, 2007 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • New Jersey

PLEDGE AND ESCROW AGREEMENT (the “Agreement”) dated as of February 15, 2007 made by each of the undersigned (each a “Pledgor”, and collectively, the “Pledgors”), in favor of CORNELL CAPITAL PARTNERS, L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, of even date herewith (the "Securities Purchase Agreement").

Hawk Associates, Inc. Key Largo, FL 33037 Tel: (305) 852-2383 Fax (305) 852-2378
Agreement • July 17th, 2006 • IQ Micro Inc. • Wholesale-professional & commercial equipment & supplies • Florida

AGREEMENT made as of September 1, 2005 (the “Effective Date”) between Hawk Associates, Inc., a Florida investor relations firm having its place of business at 227 Atlantic Blvd, Key Largo, FL 33037 (hereinafter referred to as “Hawk”) and IQ Micro with an address at 500 Australian Avenue South, Suite, 700, West Palm Beach, FL 33401 (herein after referred to as the “Company”).