Hybrid Fuel Systems Sample Contracts

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ARTICLE 1 OTHER AGREEMENT
Share Exchange Agreement • August 12th, 2005 • Hybrid Fuel Systems • Motor vehicle parts & accessories • Florida
RECITALS
License Agreement • March 23rd, 2000 • Save on Energy Inc • Georgia
FACE AMOUNT $340,000 PRICE $340,000 DEBENTURE NUMBER November - 2005-101 ISSUANCE DATE November 4, 2005 MATURITY DATE November 4, 2010
Debenture Agreement • November 9th, 2005 • Hybrid Fuel Systems • Motor vehicle parts & accessories • Massachusetts
SUBSCRIPTION AGREEMENT
Subscription Agreement • April 5th, 2005 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 31, 2005, by and among Hybrid Fuel Systems, Inc., a Georgia corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

SECURITY AGREEMENT
Security Agreement • June 27th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories • Massachusetts

SECURITY AGREEMENT (this "Agreement"), dated as of March 23, 2006, by and among Hybrid Fuel Systems, Inc., a George corporation ("Company"), and Dutchess Private Equities Fund, LP, a Delaware Limited partnership, as the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party") (sometimes hereinafter the Company and the Secured Party are collectively referred to as the "parties").

Contract
Warrant Agreement • April 5th, 2005 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HYBRID FUEL SYSTEMS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • April 5th, 2005 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories • New York

COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of March 31, 2005, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire variable interest rate convertible promissory notes issued or to be issued by Hybrid Fuel Systems, Inc. (“Debtor”), a Georgia corporation, at about or prior to the date of this Agreement as described in the Security Agreements referred to in Section 1(a) below (collectively herein the “Notes").

SECURITY AGREEMENT
Security Agreement • April 5th, 2005 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories • New York
White Knight SST, Inc. LOGO
Agreement • November 29th, 2004 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories

The following outline details the major components of our plan to reorganize SOEI into a bona fide company commercializing the technology. Accordingly, the following Agreement represents an understanding between the signatories hereto.

DISTRIBUTOR AGREEMENT
Distributor Agreement • September 25th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories

Here on this 28th day of May, 2006 U.S. Energy Initiatives Corporation (USEIC) a U.S. corporation and Autogas (Asia) LTD registered in Thailand (Greengas NGV) have entered into an agreement for the purpose of distributing the Hybrid Fuel System, dual fuel Diesel/CNG and Diesel LPG Fuel systems.

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COMPENSATION AGREEMENT
Compensation Agreement • May 9th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories

This Compensation Agreement is dated as of May 3, 2007 among U.S. Energy Initiatives Corporation, a Georgia corporation (the “Company”), and Darrin Ocasio (“Consultant”).

Contract
Secured Convertible Note • April 5th, 2005 • Hybrid Fuel Systems Inc • Motor vehicle parts & accessories • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HYBRID FUEL SYSTEMS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 28th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories • Massachusetts

AGREEMENT made this 21st day of December, 2007, by and among DUTCHESS PRIVATE EQUITIES FUND, LTD., a Cayman Islands exempted company (hereinafter called "Buyer" or “Dutchess”) and US Energy Initiatives, Inc., a Georgia corporation (hereinafter called “Corporation” or “Seller”) and Advanced Aerosol Technologies, Inc., a Delaware corporation and wholly owned subsidiary of the Corporation (the “AAT”).

11th August 2006 To GreenGas NGV (Asia) Limited
Assignment Agreement • September 25th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories
Date Friday 8th September 2006 Licence Agreement - LA
Licence Agreement • September 25th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories

The name “HYBRID DIESEL AND NATURAL GAS DUAL-FUEL DELIVERY SYSTEM” will be registered in Thailand in both English and Thai Languages.

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • June 27th, 2007 • US Energy Initiatives CORP • Motor vehicle parts & accessories • New York

This Settlement Agreement and Release (the "Agreement") is dated as of March 24, 2006 and is made by and between ALPHA CAPITAL AKTIENGESELLSCHAFT, WHALEHAVEN CAPITAL FUND LIMITED, and ELLIS INTERNATIONAL LTD. (collectively the "Investors") and Hybrid Fuel Systems, Inc., a Georgia corporation ("Hybrid").

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