0001144204-06-016241 Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 21st, 2006 • Crossfire Capital CORP • New York

This Agreement is made as of ___________, 2006 by and between Crossfire Capital Corporation (the "Company") and American Stock Transfer & Trust Company (the "Trustee").

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • April 21st, 2006 • Crossfire Capital CORP • New York

STOCK ESCROW AGREEMENT, dated as of ____________, 2006 (the "Agreement"), by and among CROSSFIRE CAPITAL CORPORATION, a Delaware corporation (the "Company"), The Martin Oliner 2000 Family Trust, Peter W. Mattingly, Ian R.D. Chapman, James L. Patton and Stephen L. Hubbard (collectively, the "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").

CROSSFIRE CAPITAL CORPORATION
Crossfire Capital CORP • April 21st, 2006
WARRANT AGREEMENT
Warrant Agreement • April 21st, 2006 • Crossfire Capital CORP • New York

Agreement made as of _______, 2006 between Crossfire Capital Corporation, a Delaware corporation, with offices at 950 Third Avenue, Suite 2500, New York, NY 10022 (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, NY (the "Warrant Agent").

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