0000949353-05-000214 Sample Contracts

SUBSCRIPTION AGREEMENT DATED MAY 31, 2005 BETWEEN RIVER CAPITAL GROUP, INC. AND THE SUBSCRIBERS NAMED THEREIN SUBSCRIPTION AGREEMENT

Subscription Agreement • June 7th, 2005 • River Capital Group, Inc. • Services-business services, nec • New York

• Contract Type
  Subscription Agreement
• Filed
  June 7th, 2005
• Company
  River Capital Group, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  New York

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of May 23, 2005, by and among River Capital Group, Inc., a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers” if more than one).

FORM OF ESCROW AGREEMENT

Escrow Agreement • June 7th, 2005 • River Capital Group, Inc. • Services-business services, nec • New York

• Contract Type
  Escrow Agreement
• Filed
  June 7th, 2005
• Company
  River Capital Group, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  New York

This Agreement is dated as of the ___ day of May, 2005 among River Capital Group, Inc., a Delaware corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively the “Subscribers”), and Troutman Sanders LLP, as escrow agent (the “Escrow Agent”).”

FORM OF SECURITY AGREEMENT SECURITY AGREEMENT

Security Agreement • June 7th, 2005 • River Capital Group, Inc. • Services-business services, nec • New York

• Contract Type
  Security Agreement
• Filed
  June 7th, 2005
• Company
  River Capital Group, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  New York

THIS SECURITY AGREEMENT (this "Agreement"), dated as of May 31, 2005, by and among River Capital Group, Inc., a Delaware corporation (the "Company"), and the secured parties identified on the signature pages hereto (each a “Secured Party,” and collectively, the “Secured Parties”).