0000753048-08-000017 Sample Contracts

AMENDED AND RESTATED 13% SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2008
Analytical Surveys Inc • March 26th, 2008 • Services-business services, nec • New York

THIS AMENDED AND RESTATED 13% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 13% Secured Convertible Debentures of Analytical Surveys, Inc., a Colorado corporation, having its principal place of business at c/o Axion International, Inc., 665 Martisville Road, Basking Ridge, New Jersey 07920 (the “Company”), designated as its 13% Secured Convertible Debenture due June 30, 2008 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2008 • Analytical Surveys Inc • Services-business services, nec • New Jersey

EMPLOYMENT AGREEMENT, dated as of January 1, 2008 (the “Agreement”) between Axion International Inc., a Delaware corporation (the “Company”) with offices at 665 Martinsville Road, Suite 219, Basking Ridge, New Jersey 07920 and James Kerstein (the “Executive”).

REGAL CAPITAL, LLC FAIRFIELD, NJ 07004
Analytical Surveys Inc • March 26th, 2008 • Services-business services, nec • New York

This letter will confirm our Agreement (the “Agreement”) pursuant to which Regal Capital, LLC (the “Consultant”), has been retained to serve as a management consultant and advisor to Axion International, Inc. (the “Company”) and/or its subsidiaries or affiliates for a period of 36 months commencing upon the merger of Company into a public entity.

ASSIGNMENT AND AMENDMENT AGREEMENT
Assignment and Amendment Agreement • March 26th, 2008 • Analytical Surveys Inc • Services-business services, nec • New York

ASSIGNMENT and AMENDMENT AGREEMENT (this “Agreement”), dated March 20, 2008 by and among the assignors listed on Schedule of Assignors attached hereto (the “Assignors”), ADH Ventures, LLC (the “Assignee”) and Analytical Surveys, Inc., a Colorado corporation (the “Company”).

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