SJ Electronics, Inc. Sample Contracts

May 21st, 2008
SJ Electronics, Inc.LOCKBOX AGREEMENT

THIS LOCKBOX AGREEMENT, dated as of May __, 2008 (this “Agreement”), by and between SJ Electronics, Inc. (f/k/a Acheron, Inc.), a Nevada corporation (the “Company”), Tri-State Title & Escrow, LLC, in its capacity as collateral agent (the “Collateral Agent”), and Ming Liu (the “Lockbox Agent”).

May 21st, 2008
SJ Electronics, Inc.NOTE PURCHASE AGREEMENT BY AND AMONG SJ ELECTRONICS, INC. (F/K/A ACHERON, INC.) AND THE INVESTORS LISTED ON EXHIBIT A Dated as of May 15, 2008 15% SENIOR SECURED CONVERTIBLE NOTES DUE 2009

This Note Purchase Agreement (this “Agreement”) is entered into as of May 15, 2008, by and between SJ Electronics, Inc. (f/k/a Acheron, Inc.), a Nevada corporation (the “Company”), the persons listed on the signature pages hereto as the management of the Company (the “Management”) and the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”). The Investors and the Company are also referred to individually herein as a “Party” and collectively herein as the “Parties.”

February 14th, 2008
Acheron, Inc.SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement (the “Agreement”) dated as of the ____ day of February 2008, by and among Acheron, Inc., a Nevada corporation having its offices at 899 South Artistic Circle, Springville, Utah 84663 (the “Company”), Shing Mei Enterprises Limited, a corporation organized under the laws of Samoa (“Shing Mei”), the shareholders of Shing Mei named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”) and the other parties named on the signature page of this Agreement (collectively, the “Bridge Investors”).

March 10th, 2008
Acheron, Inc.ADDENDUM TO EMPLOYMENT AGREEMENT

Reference is made to that certain employment agreement (the “Agreement”) dated January 31, 2008 by and between Peter Chang and Shing Mei Enterprises Ltd., (“Shing Mei”) a corporation organized under the laws of Samoa. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

May 21st, 2008
SJ Electronics, Inc.COLLATERAL AGENCY AGREEMENT

THIS COLLATERAL AGENCY AGREEMENT (this "Agreement") is made as of May __, 2008 by and among TRISTATE TITLE & ESCROW, LLC, a Delaware limited liability company (the “Collateral Agent”), and the parties set forth on Schedule I annexed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each a “Noteholder” and collectively the “Noteholders”).

May 21st, 2008
SJ Electronics, Inc.PLEDGE AND SECURITY AGREEMENT

WHEREAS, Pledgor and each party listed as a "Investor" on the Schedule of Investors attached thereto (collectively, the “Investors”, and together with their respective successors and permitted assigns, collectively, the "Noteholders") are parties to the Note Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Note Purchase Agreement”), pursuant to which the Pledgor will authorize and issue a new series of its senior secured convertible notes (as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, collectively, the "Notes"), which Notes shall be convertible into the Pledgor’s Shares, par value $.001, in accordance with the terms thereof;

September 11th, 2008
SJ Electronics, Inc.SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of September 5, 2008, by and between SJ Electronics, Inc., a Nevada corporation (the “Company”), Yu Ping “Agatha” Shen (“Shen”) and the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”). The Investors, the Company and Shen are also referred to individually herein as a “Party” and collectively herein as the “Parties.”