0000930661-02-002004 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 11th, 2002 • Pelion Systems Inc • Colorado

Pelion Systems, Inc., a Colorado corporation (the “Company”), hereby confirms its agreement with you (the “Underwriter”) as follows:

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PROCEEDS ESCROW AGREEMENT
Proceeds Escrow Agreement • June 11th, 2002 • Pelion Systems Inc • Colorado

THIS AGREEMENT, made and entered into this day of , 2002, by and among Pelion Systems, Inc. (the “Company”); Bathgate Capital Partners LLC (the “Underwriter”); and Guaranty Bank and Trust Company (the “Escrow Agent”).

Master Selected Dealer Agreement
Master Selected Dealer Agreement • June 11th, 2002 • Pelion Systems Inc

In connection with public offerings of securities of a company (the “Issuer”) after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to or through selected dealers, you may be offered the right as such a dealer to purchase as principal or sell as agent a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows:

LEASE AGREEMENT (ALL NET) FOR PREMISES LOCATED AT 1455 Dixon Lafayette, Colorado BETWEEN PELION SYSTEMS, INC. AS TENANT AND 1455 DIXON, LLC. a Colorado Limited Liability Company AS LANDLORD
Lease Agreement • June 11th, 2002 • Pelion Systems Inc • Colorado

THIS LEASE, made and entered into this 8th day of March, 2000, by and between 1455 DIXON, LLC, hereinafter referred to as “Landlord” and PELION SYSTEMS, INC., hereinafter referred to as “Tenant”.

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