0000950149-05-000573 Sample Contracts

UNDERWRITING AGREEMENT between AD.VENTURE PARTNERS, INC. and WEDBUSH MORGAN SECURITIES, INC. Dated: _____________, 2005

Underwriting Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 24th, 2005
• Company
  Ad.Venture Partners, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

Wedbush Morgan Securities, Inc. As Representative of the several Underwriters 1000 Wilshire Boulevard, 10th floor Los Angeles, California 90017-2465

WARRANT AGREEMENT

Warrant Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York

• Contract Type
  Warrant Agreement
• Filed
  August 24th, 2005
• Company
  Ad.Venture Partners, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

Agreement made as of . 2005 between Ad.Venture Partners, Inc., a Delaware corporation, with offices at 18 W. 18th Street, 11th Floor, New York, New York 10011 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT

Investment Management Trust Agreement • August 24th, 2005 • Ad.Venture Partners, Inc. • Blank checks • New York

• Contract Type
  Investment Management Trust Agreement
• Filed
  August 24th, 2005
• Company
  Ad.Venture Partners, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

This Agreement is made as of ___, 2005 by and between Ad.Venture Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).