0001161697-06-000879 Sample Contracts

Contract
Tradequest International Inc • September 11th, 2006 • Services-prepackaged software • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 29, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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SECURITY AGREEMENT
Security Agreement • September 11th, 2006 • Tradequest International Inc • Services-prepackaged software • New York

SECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2006, by and among Tradequest International, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • September 11th, 2006 • Tradequest International Inc • Services-prepackaged software • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of August 29, 2006, by and among Tradequest International, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 11th, 2006 • Tradequest International Inc • Services-prepackaged software • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2006, by and among Tradequest International, Inc., a Nevada corporation, with headquarters located at 2400 East Commercial Blvd., Suite 612, Fort Lauderdale, FL 33308 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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