0001295345-06-000161 Sample Contracts

Contract
Warrant Agreement • November 22nd, 2006 • International American Technologies, Inc. • Blank checks • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 22nd, 2006 • International American Technologies, Inc. • Blank checks • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of September 29, 2006, by and among International American Technologies, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of September 29, 2006 among INTERNATIONAL AMERICAN TECHNOLOGIES, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock Purchase Agreement • November 22nd, 2006 • International American Technologies, Inc. • Blank checks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2006 • International American Technologies, Inc. • Blank checks

EMPLOYMENT AGREEMENT, dated this ___________day of _________, 2005, between Hammonds Technical Services, Inc., currently having its principal place of business at 15760 West Hardy Road, Suite 400, Houston, Texas 77060