Lawler & Associates /Fa/ Sample Contracts

ABM PROCESSING AGREEMENT
Abm Processing Agreement • November 13th, 2000 • Lawler & Associates /Fa/

TNS Smart Network Inc., a Corporation incorporated under the laws of the Province of Ontario, 191 West Mall Rd., Suite 1000, Etobicoke, Ontario, M9C 5K8.

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AN AGREEMENT made the June 24, 1999 between
Service Agreement • November 13th, 2000 • Lawler & Associates /Fa/ • Ontario

TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario, with registered offices located at 700 Dorval Drive, Suite 202, Oakville, Ontario, Canada, L6K 3V3, (hereinafter referred to as "TCS") and

CONVERTIBLE DEBENTURE WESTSPHERE ASSET CORPORATION
Convertible Debenture • November 13th, 2000 • Lawler & Associates /Fa/

Westsphere Asset Corporation (hereinafter referred to as the "Company") a Company duly incorporated under the laws of the State of Colorado and having its registered office at Suite 800, 303 East 17th Avenue, Denver, Colorado, for value received, hereby promises to pay to _________________________ (hereinafter referred to as the Debenture-holder"), the principal sum of ____________________________(CDN) dollars in Canadian Funds interest free subject to the terms outlined as foll OTC Bulletin Board or any other public market, the Borrower shall accrue interest at the rate of seven (7%) percent per annum payable on the last day of each and every month for the remaining term of the Loan on the amount of the Principal Sum remaining.

THIS AGREEMENT dated for reference the 12th day of December 1998 BETWEEN:
Shareholder Agreement • November 13th, 2000 • Lawler & Associates /Fa/ • Colorado

NEWSLINK NETWORK TDS, INC. dba WESTSPHERE ASSET CORPORATION, a company incorporated pursuant to the laws of the State of Colorado and having its business office at Suite #212, 214 - 11th Avenue SE, Calgary, Alberta, T2G 0X8:

THIS AGREEMENT dated for reference the 7th day of December 1998 BETWEEN:
Partnership Agreement • November 13th, 2000 • Lawler & Associates /Fa/ • Colorado
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