0000950123-01-503772 Sample Contracts

EXHIBIT (6)(j) WARRANT AGREEMENT
J) Warrant Agreement • June 22nd, 2001 • Medstrong International Corp • Communications services, nec • New York

THIS WARRANT AGREEMENT (“Agreement”) is made and entered into as of this ____ day of June, 2001, by and between MEDSTRONG INTERNATIONAL CORPORATION a Delaware corporation (“Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as warrant agent (“Warrant Agent”).

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Escrow Agreement
Escrow Agreement • June 22nd, 2001 • Medstrong International Corp • Communications services, nec • California

ESCROW AGREEMENT made as of June ___, 2001 by and among U.S. Trust Company, National Association, having its principal place of business at 515 Flower Street, Los Angeles, CA 90071 (“Escrow Agent”), MedStrong International Corporation having its principal place of business at 500 Silver Spur Road, Suite 303, Rancho Palos Verdes, CA 90274 (the “Issuer”) and Robert M. Cohen & Co., Inc. having its principal place of business at 287 Northern Boulevard, Suite 112, Great Neck, NY 11021 (the “Placement Agent”).

EXHIBIT (1)(a) MEDSTRONG INTERNATIONAL CORPORATION PLACEMENT AGREEMENT
Placement Agreement • June 22nd, 2001 • Medstrong International Corp • Communications services, nec • New York

The undersigned, MedStrong International Corporation, a Delaware corporation (the “Company”), hereby engages Robert M. Cohen & Co., Inc. (the “Placement Agent”), as the sole and exclusive selling agent of the Company in connection with the proposed offering of certain of its securities to the public (the “Offering”) as follows:

EXHIBIT (1)(c) Placement Agent Registration Rights Agreement
Placement Agent Registration Rights Agreement • June 22nd, 2001 • Medstrong International Corp • Communications services, nec • New York

This Placement Agent Registration Rights Agreement (this “Agreement”) dated ____________, 2001 is entered into by and between MedStrong International Corporation (the “Company”) and Robert M. Cohen & Co., Inc. (the “Placement Agent”).

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