0001140361-05-008323 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October ___, 2005, by and between CENUCO, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New Jersey

THIS AGREEMENT dated as of the ___ day of October 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and CENUCO, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 10, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the Buyer(s) listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 10, 2005, between Cenuco, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (the “Execution Pages”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • October 14th, 2005 • Cenuco Inc • Communications services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2005, by and among CENUCO, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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