0001354488-06-000122 Sample Contracts

Contract
Warrant Agreement • May 9th, 2006 • Mobile Reach International Inc • Non-operating establishments

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

security agreement
Security Agreement • May 9th, 2006 • Mobile Reach International Inc • Non-operating establishments • New York

Mobile Reach International, Inc., a Delaware corporation ("Grantor"), and _______________, in favor, as collateral agent for the benefit of the Credit Parties (as defined below) (in such capacity, the "Agent").

SECURED PROMISSORY NOTE
Secured Promissory Note • May 9th, 2006 • Mobile Reach International Inc • Non-operating establishments • New York

or its assigns (the "Holder") the principal sum of $_____________, in lawful currency of the United States of America, together with interest thereon at the rate of eight percent (8%) per annum,computed on the basis of the actual number of days elapsed in a 365 day year.

MOBILE REACH INTERNATIONAL, INC. SECURED NOTE AND WARRANT PURCHASE AGREEMENT MOBILE REACH INTERNATIONAL, INC.
Secured Note and Warrant Purchase Agreement • May 9th, 2006 • Mobile Reach International Inc • Non-operating establishments • New York

a Delaware corporation (the "Company"), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").