0001078782-02-000078 Sample Contracts

PROCEEDS ESCROW AGREEMENT
Proceeds Escrow Agreement • April 5th, 2002 • Online Holdings Inc • Blank checks • Utah

PROCEEDS ESCROW AGREEMENT ("Agreement") dated as of February 21, 2002, by and between Online Holdings, Inc., a Nevada corporation (the "Company") and Escrow Specialists of Salt Lake City, Utah (the "Escrow Agent").

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between 1ST ACCREDITED VENTURE CAPITAL LLLP and E-SITE TECHNOLOGIES, INC. SUBLICENSE AGREEMENT
Sublicense Agreement • April 5th, 2002 • Online Holdings Inc • Blank checks • Colorado

THIS AGREEMENT (the "Agreement" or "License Agreement") is dated June 26, 2001 between 1st Accredited Venture Capital LLLP, a limited liability limited partnership ("1st Accredited") and E-Site Technologies, Inc., a Colorado corporation ("E-Site").

MASTER SERVICES AGREEMENT
Master Services Agreement • April 5th, 2002 • Online Holdings Inc • Blank checks • Colorado

THIS MASTER SERVICES AGREEMENT is made and entered into effective as of the 12th day of June, 2001, by and between CyGen Technologies, Inc., a Colorado corporation ("Developer"), whose present address is 2460 West 26th Avenue, Suite 280-C, Denver, Colorado 80211, and E-Site Technologies, Inc. a Colorado corporation ("Client") whose present address is 5957 South Birch Way, Littleton, Colorado 80121.

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