0000881771-01-500040 Sample Contracts

PARTICIPATION AGREEMENT

Participation Agreement • October 19th, 2001 • Allard Gerald R • Measuring & controlling devices, nec • New York

• Contract Type
  Participation Agreement
• Filed
  October 19th, 2001
• Company
  Allard Gerald R
• Industry
  Measuring & controlling devices, nec
• Jurisdiction
  New York

THIS PARTICIPATION AGREEMENT ("Agreement") dated as of September 21, 2001 is by and between SUNRISE CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Lender" as hereinafter further defined) and Gerald R. Allard ("Participant"as hereinafter further defined).

WARRANT

Registration Rights Agreement • October 19th, 2001 • Allard Gerald R • Measuring & controlling devices, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  October 19th, 2001
• Company
  Allard Gerald R
• Industry
  Measuring & controlling devices, nec
• Jurisdiction
  New York

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.