sb-2-a Sample Contracts

Originoil IncSUBSCRIPTION AGREEMENT (February 5th, 2008)

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between OriginOil, Inc. (the “Company”), and the undersigned (the “Subscriber”).

Huiheng Medical, Inc.Capital Contribution Transfer Agreement (February 1st, 2008)

Legal Representative: Registered Place: Registered Address: Hui Xiaobing China No. 506 Block B, Yingdali Digital Park, Hongmian Road Futian Free Trade Zone, Shenzhen, Guangdong

NP Capital CorpSupply Contract (February 1st, 2008)

Meeting on the 19'h of January. 2008, at the office of Bangkok Solar CO,LTD., Chacheangsao. Thailand, (hereinafter referred to as "BSC") on the one part, and NP Capital Corp. (hereinafter referred to, as -NPC") on the other part, as follows:

Liquor Group Wholesale, Inc.IMPORTER/DISTRIBUTOR AGREEMENT THIS AGREEMENT made this 1st day of January, 2002 by and between Liquor Group Holdings, LLC, hereinafter referred to as the "Company", and Liquor Group Florida, LLC, hereinafter referred to as "Importer/Distributor". ... (February 1st, 2008)
Liquor Group Wholesale, Inc.LIQUOR GROUP AGREEMENT (February 1st, 2008)
Cornerstone Pharmaceuticals IncAMENDMENT (February 1st, 2008)

Amendment (this “Amendment”) dated as of this 15th day of August, 2007 to a certain Subscription Agreement (the “Agreement”), made and entered into as of January 22, 2007 between Cornerstone Pharmaceuticals, Inc. (the “Company”), and Aaron Drillick and A. Joseph Stern (individually each a “Subscriber” and Jointly the “Subscribers”).

Liquor Group Wholesale, Inc.Recitals (February 1st, 2008)
NP Capital CorpContract (February 1st, 2008)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS TI-IIS NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Cornerstone Pharmaceuticals IncSUBSCRIPTION AGREEMENT (February 1st, 2008)

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Cornerstone Pharmaceuticals, Inc. (the “Company”), and Aaron Drillick and A. Joseph Stern the undersigned (individually each a Subscriber and Jointly the “Subscribers”). For all Units purchased jointly by Subscribers 85% shall be attributed to A. Joseph Stern and 15% shall be attributed to Aaron Drillick.

Huiheng Medical, Inc.INVESTORS’ RIGHTS AGREEMENT (February 1st, 2008)

This Investors’ Rights Agreement (the “Agreement”) is made as of January 11, 2007, by and among Allied Moral Holdings, Limited, a British Virgin Islands company (the “Company”), Clear Honest International Limited, a British Virgin Islands company (the “Shareholder”), the Purchasers set forth on Schedule 1 of the Securities Purchase Agreement (each a “Purchaser” and collectively the “Purchasers”) and Chardan Capital, LLC (“Chardan Capital”) (each a “Party” and together “Parties”). Terms not otherwise defined herein shall have the meaning assigned to them in the Securities Purchase Agreement by and between the Company, the Shareholder and Purchasers dated even date herewith (“Securities Purchase Agreement”).

Huiheng Medical, Inc.AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT (February 1st, 2008)

This Amendment to Investors’ Rights Agreement is entered into as of December 27, 2007, by and among Huiheng Medical, Inc., a Nevada corporation (the “Company”), and those holders of outstanding shares of Series A Preferred Stock issued by the Company (the “Series A Holders”) who execute this Amendment, with respect to the following:

Liquor Group Wholesale, Inc.EXHIBIT 10.2 THIS AGREEMENT (the "Agreement") is made this 31st day of August 2007, by and between Liquor Group Holding, LLC ("LGH") and Liquor Group Wholesale, Inc. ("LGW"). The parties agree as follows: 1. LGH is in the business of distributing ... (February 1st, 2008)
Liquor Group Wholesale, Inc.LIQUOR GROUP AGREEMENT (February 1st, 2008)
NP Capital CorpContract (February 1st, 2008)

THE SECURITIES TO WHICH THIS AMENDED CONVERTIBLE DEBENTURE PURCHASE AND SALE AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Cornerstone Pharmaceuticals IncEmployment Agreement (February 1st, 2008)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of September 1, 2007 and is effective as of August 22nd, 2007 (the “Effective Date”) by and between Cornerstone Pharmaceuticals, Inc., a New York corporation, with an office located at 1 Duncan Drive Cranbury NJ 08512 (the “Company”) and Clifford H. Straub, Jr. an individual with an address 24 Deerfield Road, Mendham, NJ 07945 (“[EMPLOYEE]”).

BPO Management ServicesTHIS INDENTURE made the 23 day of November 2007: BETWEEN: SHELTER CANADIAN PROPERTIES LIMITED as agent for HREIT Holdings 65 Corporation. (hereinafter called the "Landlord"), OF THE FIRST PART. - and - ADAPSYS DOCUMENT MANAGEMENT LP, (hereinafter called ... (January 31st, 2008)
Tiger Ethanol International Inc.TIGER ETHANOL INTERNATIONAL INC. STOCK SUBSCRIPTION AGREEMENT $2.25 per Share (January 29th, 2008)

The undersigned subscriber (the “Subscriber”) hereby offers to subscribe for _________ shares of the Common Stock (the “Stock”) of Tiger Ethanol International Inc. (the “Company”), a Nevada corporation, with its principal place of business at 6600, Trans-Canada, Suite 519, Pointe-Claire, Quebec, Canada, H9R 4S2. The par value of the Stock is $.001. The Subscriber agrees to pay $2.25 per share.

Attitude Drinks Inc.SUBSCRIPTION AGREEMENT (January 28th, 2008)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of October 23, 2007, by and among Attitude Drinks Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

China Northern Medical Device IncLOAN AGREEMENT (January 28th, 2008)
Lans Holding, Inc.Contract (January 28th, 2008)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Mach One CorpASSET PURCHASE AND SALE AGREEMENT (January 25th, 2008)

THIS AGREEMENT is entered into as of this 22nd day of November, 2005, by and between BioQual, Inc. ("Seller"), a Delaware Corporation, and VDX, Inc. ("Buyer") a Wisconsin Corporation.

Proton Laboratories IncMASTER FULFILLMENT SERVICES AGREEMENT (January 25th, 2008)

This Master Services Agreement between OS Imaging, LLC. (“OSI”), A California Corporation with offices located at 216 E. Cota, Santa Barbara, CA 93101 and Proton Laboratories Inc. (“Customer”), with offices located at 1135 Atlantic Avenue Suite 101 Alameda, CA 94501 includes the attached Service Supplements, together with any additional Service Schedules mutually agreed upon in writing in the future (collectively, the “Agreement”).

Proton Laboratories IncCORPORATE CONSULTING AGREEMENT (January 25th, 2008)

This Agreement (“Agreement”) dated June 28, 2007 is between and Proton Laboratories, Inc. 1135 Atlantic Avenue, Suite 101, Alameda, Ca a Washington Corporation (the “Company” ) and Legacy Media, LLC., (“Consultant”).

China Solar & Clean Energy Solutions, Inc.INVESTOR RELATIONS CONSULTING AGREEMENT (January 24th, 2008)

THIS CONSULTING AGREEMENT (“Agreement”) is made this 23rd day of July, 2007, by and between DELI SOLAR (USA) Inc. (OTC: DLSL), a Nevada Corporation (hereinafter referred to as the “Company” or “DLSL”), and Hayden Communications International, Inc., a Florida Corporation (hereinafter referred collectively as the “Consultant” or “HCI”).

Beleza Luxury Goods, IncBELEZA LUXURY GOODS, INC. (January 24th, 2008)

SUBSCRIPTION AGREEMENT By signing this Subscription Agreement, without waiving any of your rights under applicable federal or state laws, you agree as follows: 1. You have received and read the Beleza Luxury Goods, Inc. Confidential Private Placement Offering Memorandum dated December, 2006 ("Offering Memorandum") prior to the execution of this Subscription Agreement. You have relied solely upon such documents and upon independent investigations made by you or by your representatives in making your decision to purchase Units and no oral or written representations apart from those contained in the foregoing documents have been made to or relied upon by you; 2. You are aware that no federal or state agency has approved or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Units; 3. You understand that an investment in Units involves certain risk factors and conflicts of interest, many of which are referred to in

Pinpoint Recovery Solutions CorpPinpoint Recovery Solutions Corp. (January 23rd, 2008)

This letter confirms our understanding with respect to your employment by Pinpoint Recovery Solutions Corp. (“Pinpoint”) as Pinpoint’s chief financial officer. In such capacity, you shall report directly to Pinpoint’s chief executive officer or to such other person as the chief executive officer or the board of directors of Pinpoint shall determine to be appropriate.

Pinpoint Recovery Solutions CorpREGISTRATION RIGHTS AGREEMENT (January 23rd, 2008)

This Registration Rights Agreement (this "Agreement") is made and entered into as of this ____ day of __________, 2007, by and between Pinpoint Recovery Solutions Corp., a Delaware corporation (the "Company"), and the purchasers signatory hereto (the "Purchasers", and each a "Purchaser").

Pinpoint Recovery Solutions CorpEMPLOYMENT AGREEMENT (January 23rd, 2008)

AGREEMENT, dated as of the 26th day of June, 2007, by and between Pinpoint Recovery Solutions Corp., a Delaware corporation with principal executive offices at 1120 Pinellas Bayway South, Suite 208, Tierra Verde, Florida 33715 (the "Company"), and Kevin Cappock, residing at 2187 Ocean View Drive, Tierra Verde, Florida 33715 ("Employee").

Pinpoint Recovery Solutions CorpPINPOINT RECOVERY SOLUTIONS CORP. AMENDED SUBSCRIPTION AGREEMENT (January 23rd, 2008)

The undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription for the purchase of units, each unit to consist of (1) 8,235 shares of common stock, par value $.01 per share ("Common Stock") of Pinpoint Recovery Solutions Corp., a Delaware corporation (the "Company"), and (2) a common stock purchase warrant entitling the holder to purchase up to 2,000 shares of Common Stock of the Company at an exercise price equal to $2.50 per share (the "Warrants"), on the terms described below (the "Units"):

Pinpoint Recovery Solutions CorpPinpoint Recovery Solutions Corp. (January 23rd, 2008)

This letter confirms that on July 16, 2007, Pinpoint prepaid to the Holder $20,454 of the then-outstanding Principal and $8,624 in accrued interest and that as of the date thereof and hereof, the outstanding Principal owed to the Holder under the Note was and is $1,861,096.

Commercial E-Waste Management IncLEASE AGREEMENT (January 23rd, 2008)

THIS LEASE AGREEMENT made and entered into this 12th day of February, 2007 by and between 806 4th Street, LLC, a Minnesota Limited Liability Company (hereinafter referred to as the "LANDLORD"), and Commercial E-Waste Management, Inc., a Nevada Corporation (hereinafter referred to as the "TENANT").

Benda Pharmaceutical, Inc.Co-operative Agreement on Yanlong Anticancer Ordal Liquid (January 23rd, 2008)

Based on the principle of equality and mutual benefits, Party A and Party B have reached the following agreements after negotiation regarding the matter of cooperation on Yanlong Anticancer Oral Liquid which is developed by Party B for more than 40 years:

Pinpoint Recovery Solutions CorpESCROW AGREEMENT (For the Self-Underwritten Public Offering of Pinpoint Recovery Solutions Corp.) (January 23rd, 2008)

THIS ESCROW AGREEMENT, dated as of January 17, 2008, is entered into by and between Pinpoint Recovery Solutions Corp., a Delaware corporation (the “Company”), and American Stock Transfer (the “Escrow Agent”).

Benda Pharmaceutical, Inc.The science and technology cooperation agreement between College of Chemistry and Life Science of China Three Gorges University and Yidu Benda: Party A: China Three Gorges University (Party A for short in the following) Party B: Yidu Benda Chemical ... (January 23rd, 2008)

To increase the science and technology progress of Yidu Benda Chemical Engineering, Inc. (“Yidu Benda”), to improve the quality of its products and its production efficiency, and to fully make use of scientific intelligence, technologies and experimental equipments of College of Chemistry and Life Science of China Three Gorges University (“University”), after negotiation, the two parties decided to cooperatively build a “drug raw material research and development group”. The concrete agreements are as follows:

Pinpoint Recovery Solutions CorpEMPLOYMENT AGREEMENT (January 23rd, 2008)

AGREEMENT, dated as of the 26th day of June, 2007, by and between Pinpoint Recovery Solutions Corp., a Delaware corporation with principal executive offices at 1120 Pinellas Bayway South, Suite 208, Tierra Verde, Florida 33715 (the "Company"), and Robert Neuman, residing at 9810 Tree Tops Lake Road, Tampa, Florida 33626 ("Employee").