EXHIBIT BRegistration Rights Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledMarch 1st, 2007 Company Industry
AGREEMENTLoan Agreement • May 14th, 1998 • Consolidated Silver Corp • Miscellaneous metal ores • Idaho
Contract Type FiledMay 14th, 1998 Company Industry Jurisdiction
EXHIBIT G ---------Common Stock Purchase Warrant • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores • Nevada
Contract Type FiledMarch 1st, 2007 Company Industry Jurisdiction
ESCROW AGREEMENT ----------------Escrow Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores • Delaware
Contract Type FiledMarch 1st, 2007 Company Industry Jurisdiction
EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT is entered into by and between Lumalite Holdings, Inc. (formerly Consil Corp.), a Nevada corporation, hereinafter referred to as "the Company", and Lumalite, Inc. hereinafter referred to as "Lumalite"....Exchange Agreement • March 31st, 2003 • Lumalite Holdings Inc • Miscellaneous metal ores • Nevada
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
MEMS USA, INC.Securities Purchase Agreement • August 16th, 2005 • Mems Usa Inc • Miscellaneous metal ores • California
Contract Type FiledAugust 16th, 2005 Company Industry Jurisdiction
APPENDIX III MEMS USA, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made effective as of the date set forth on the signature page below by and among MEMS USA, INC., a Nevada corporation (the...Registration Rights Agreement • February 2nd, 2006 • Mems Usa Inc • Miscellaneous metal ores • California
Contract Type FiledFebruary 2nd, 2006 Company Industry Jurisdiction
MERGER AGREEMENT This merger agreement (this "Agreement") is dated as of January 25, 2002, and is between CONSIL CORP, an Idaho corporation ("ConSil"), CONSIL MERGER CORP., a Nevada corporation and a wholly-owned subsidiary of ConSil ("Sub"),...Merger Agreement • January 31st, 2002 • Consil Corp • Miscellaneous metal ores • Nevada
Contract Type FiledJanuary 31st, 2002 Company Industry Jurisdiction
CONVERTIBLE NOTE OF MEMS USA, INc.Convertible Note • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores • Nevada
Contract Type FiledMarch 1st, 2007 Company Industry Jurisdiction
EXHIBIT 10.11 MEMS USA LETTERHEAD Daniel K. Moscaritolo 4010 Lemonberry Place Thousand Oaks, CA 91362 Re: Offer Letter ---------------- Dear Daniel: This employment offer letter ("AGREEMENT") dated as of July 1, 2002, confirms our agreement in...Employment Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledMarch 1st, 2007 Company Industry
WITNESSETH:Merger Agreement • February 3rd, 2005 • Mems Usa Inc • Miscellaneous metal ores • Nevada
Contract Type FiledFebruary 3rd, 2005 Company Industry Jurisdiction
AMENDMENT TO CONTRACT No. CA-05-020705 Among Can Am Ethanol One, Inc. MEMS USA, Inc. and Accelon Energy System, Inc.Contract • August 16th, 2005 • Mems Usa Inc • Miscellaneous metal ores
Contract Type FiledAugust 16th, 2005 Company Industry
EXHIBIT 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of July 1, 2002, by and between Lumalite Holdings, Inc. ("Lumalite"), a Nevada corporation, and Vincent Brancaccio ("Consultant"). WHEREAS, Lumalite desires to...Consulting Agreement • December 19th, 2002 • Lumalite Holdings Inc • Miscellaneous metal ores • California
Contract Type FiledDecember 19th, 2002 Company Industry Jurisdiction
WITNESSETH:Executive Employment Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores • California
Contract Type FiledMarch 1st, 2007 Company Industry Jurisdiction
AGREEMENTLoan Agreement • March 29th, 2000 • Consil Corp • Miscellaneous metal ores
Contract Type FiledMarch 29th, 2000 Company Industry
WHEREAS, ConSil and Minera ConSil shall settle the balance of all debt in excess of the Past Debt incurred or to be incurred pursuant to the Loan Agreement or the Technical Services Agreement, in such amount as may be outstanding on the Closing Date...Debt Settlement Agreement • May 1st, 1997 • Consolidated Silver Corp • Miscellaneous metal ores • Idaho
Contract Type FiledMay 1st, 1997 Company Industry Jurisdiction
1 EHXIBIT 10.7 LOAN AGREEMENT FOURTH AMENDMENT This Loan Agreement Fourth Amendment (hereinafter referred to as "Fourth Amendment") is made and effective as of the 1st day of October, 1997, by and between Hecla Mining Company, a Delaware corporation,...Loan Agreement • November 12th, 1997 • Consolidated Silver Corp • Miscellaneous metal ores • Idaho
Contract Type FiledNovember 12th, 1997 Company Industry Jurisdiction
AGREEMENTLoan Agreement • March 28th, 2001 • Consil Corp • Miscellaneous metal ores
Contract Type FiledMarch 28th, 2001 Company Industry
AGREEMENTBoard Member Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledMarch 1st, 2007 Company Industry
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores • Nevada
Contract Type FiledMarch 1st, 2007 Company Industry Jurisdiction
Exhibit 10.1 SALES AGENCY AGREEMENT MEMS USA, INC.Sales Agency Agreement • February 2nd, 2006 • Mems Usa Inc • Miscellaneous metal ores • New York
Contract Type FiledFebruary 2nd, 2006 Company Industry Jurisdiction
NOTENote • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledMarch 1st, 2007 Company Industry
AGREEMENTPurchase and Sale Agreement • November 14th, 1995 • Consolidated Silver Corp • Miscellaneous metal ores • Idaho
Contract Type FiledNovember 14th, 1995 Company Industry Jurisdiction
Employment Separation Agreement Abstract This Employment Separation Agreement (this "Agreement") is made and entered into as of this 1st day of July, 2005, by and between MEMS USA, Inc., a Nevada corporation (the "Company"), and MEMS USA, Inc., a...Employment Separation Agreement • July 1st, 2005 • Mems Usa Inc • Miscellaneous metal ores
Contract Type FiledJuly 1st, 2005 Company Industry
INTRODUCTIONDeed of Trust and Security Agreement • March 1st, 2007 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledMarch 1st, 2007 Company Industry
JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2006 • Convergence Ethanol, Inc. • Miscellaneous metal ores
Contract Type FiledDecember 26th, 2006 Company IndustryIn accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D need be filed be each of the undersigned with respect to the ownership by each of the undersigned of shares of common stock of Convergence Ethanol, Inc. (formerly MEMS USA, Inc.). This Agreement may be executed in any number of counterparts, each which shall be deemed an original.