0001085037-05-000643 Sample Contracts

THIS ASSET TRANSFER AGREEMENT dated as of the 1st day of January, 2005. B E T W E E N :
Asset Transfer Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles) • Ontario

WHEREAS the Vendor is the beneficial and registered owner of certain assets, being the business assets and undertaking of the Vendor including equipment, inventory, receivables, stock and trade, intellectual property, licences, agreements, trademarks (including those assets specified in attached Schedule 1) hereinafter referred to as the "Purchased Assets";

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CONSULTING AGREEMENT
Consulting Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles)

THE CONTRACTOR hereby agrees to provide the Customer with its personnel for the purpose of business, legal and accounting management services on an as needed basis as requested by the Customer and has agreed to make itself available for the purposes of providing such advice.

CONSULTING AGREEMENT
Consulting Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles)

THE CONTRACTOR hereby agrees to provide the Customer with professional services and mechanical advice and consultation on an as needed basis as requested by the Customer and has agreed to make itself available for the purposes of providing such advice.

LICENSE AGREEMENT
License Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles) • Ontario

NOW THEREFORE in consideration of the premises and of the mutual covenants set forth herein, the parties hereto agree as follows:

ADDENDUM TO EMPLOYMENT AGREEMENT made the 1st day of January, 2005
Employment Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles)
VOTING AGREEMENT
Voting Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles) • Ontario

BARRY LAMPERD, D'ARCY BELL and DOMINIC DiCARLO (hereinafter collectively called the “Founding Shareholders” and each a “Founding Shareholder”)

THIS AGREEMENT is made as of the 1st day of January, 2005. BETWEEN: 1476246 ONTARIO LIMITED Sarnia, ON N7T 7H8 (hereafter called the “Company”) -AND- BARRY LAMPERD (hereafter called the “Employee”).
Agreement • May 13th, 2005 • Lamperd Less Lethal Inc • Ordnance & accessories, (no vehicles/guided missiles)

WHEREAS the Company and the Employee have agreed to enter into an employment relationship for their mutual benefit and are desirous of setting out the terms and conditions thereof and this agreement witnesses that the parties agree as follows:

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