0001393922-08-000033 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2008 • Mezey Howarth Racing Stables, Inc. • Services-racing, including track operation • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of January 22, 2008, by and between Mezey Howarth Racing Stables, Inc. a corporation organized under the laws of State of Nevada, with its principal executive office at 405A Arenoso, San Clemente, CA 92672 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • May 9th, 2008 • Mezey Howarth Racing Stables, Inc. • Services-racing, including track operation • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 22, 2008 by and between Mezey Howarth Racing Stables, Inc.,a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

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