0001137171-06-000440 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 28th, 2006 • Peace Arch Entertainment Group Inc • Services-motion picture & video tape distribution • Ontario

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the securities of the Company as more fully described in this Agreement.

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AGREEMENT TO PURCHASE PAPDC AND SUBSIDIARIES
Peace Arch Entertainment Group Inc • February 28th, 2006 • Services-motion picture & video tape distribution • Ontario

This agreement sets out the terms and conditions by which Peace Arch Entertainment Group Inc (the "Purchaser"), will purchase all of the issued and outstanding shares (the "Shares") in the capital of Peace Arch Project Development Corp. (the "Corporation") owned by which Renegade Motion Picture Corporation (the "Vendor").

Maxwell Batley
Peace Arch Entertainment Group Inc • February 28th, 2006 • Services-motion picture & video tape distribution
MEMORANDUM OF AGREEMENT
Memorandum of Agreement • February 28th, 2006 • Peace Arch Entertainment Group Inc • Services-motion picture & video tape distribution • Ontario

This memorandum of agreement (“Agreement”) will constitute the principal terms of the employment agreement between Peace Arch Entertainment Group Inc. (“Company”) and John Flock (“Flock”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 28th, 2006 • Peace Arch Entertainment Group Inc • Services-motion picture & video tape distribution • Ontario
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