0001213900-10-001784 Sample Contracts

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT HE EN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD. OFFERED FOR...
Dc Brands International Inc • May 10th, 2010

FOR VALUE RECEIVED. DC Brands International. Inc., a Colorado corporation (the "Company"), hereby issues to or his permitted and registered transferee (the "Holder") the right to purchase from the Company up to a maximum of Four Million (4.000.000) shares of fully paid and non-assessable Common stock, par value $0.01 per share ("Common Stock") of the Company (the "Shares"), at a purchase price per Share as set out below (the "Warrant Price"). The number of Shares and the Warrant Price shall be subject to adjustment from time to time pursuant to the terms and conditions hereof.

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FMPLOYMENT AGREFMFNT
Fmployment Agrefmfnt • May 10th, 2010 • Dc Brands International Inc • Colorado

THIS EMPLOYMENT AGREEMENT made and approved by the employee and a majority of the Board of DC Brands International, Inc. as well as a majority of disinterested shareholders, effective as of the lst day of October, 2004, between DC Brands International, Inc., a corporation duly created and organized and existing under and by virtue of the laws of the state of Colorado and having its principal office at 12600 W. Colfax Ave Suite B430 Lakewood, CO 80215 ("DC Brands International, Inc.") and Richard J. Pearce residing at 4550 Cherry Creek South Drive Unit 1813 Denver, CO 80246 ("Employee"). These addresses, unless otherwise amended in writing between the parties, shall be the addresses utilized for any and all correspondence and/or notifications between the parties as relates to this employment agreement. This agreement supersedes and controls over all previous agreements between these parties.

AGREEMENT TO EXCHANGE PREFERRED STOCK FOR COMMON STOCK
For Common Stock • May 10th, 2010 • Dc Brands International Inc • Colorado

THIS AGREEMENT, dated as of March 24, 2008 is entered into by and between Richard Pearce (“Pearce”) and DC Brands International, Inc. (the “Company”).

EXCHANGE AGREEMENT
Exchange Agreement • May 10th, 2010 • Dc Brands International Inc • Colorado

THIS AGREEMENT, dated as of June 8, 2007 is entered into by and between Richard Pearce (“Pearce”) and DC Brands International, Inc. (the “Company”).

LICENSING AGREEMENT
Licensing Agreement • May 10th, 2010 • Dc Brands International Inc • Colorado

This Agreement is dated as of the 1st day of January, 2008 by and between DC Brands International, Inc. a Colorado corporation (herein referred to as “Company”) and Richard Pearce (“Pearce”) and Jeremy Alcamo (“Alcamo”) (Pearce and Alcamo being hereinafter referred to as the “Licensees”). The parties agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2010 • Dc Brands International Inc • Colorado

AGREEMENT made as of May 1, 2010 by and between DC Brands, Inc., a Colorado corporation having its principal office at 4900 W. 49th Avenue, Wheat Ridge, CO 33317 (hereinafter referred to as the "Company"), and Jeremy Alcamo, currently residing at _6357 Otis Street Arvada, CO 80003, Colorado (hereinafter referred to as "Executive").

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