Lions Gate Investment LTD Sample Contracts

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RECITALS:
Indemnification Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • Nevada
ASSIGNMENT AGREEMENT
Assignment Agreement • July 5th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas • Alberta
SERIES A/B/C] COMMON STOCK PURCHASE WARRANT
Dobi Medical International Inc • May 2nd, 2006 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DOBI Medical International, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 28, 2006 among DOBI Medical International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
Dobi Medical International Inc • May 2nd, 2006 • Electromedical & electrotherapeutic apparatus • New York

THIS DEBENTURE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1271, 1272 AND 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS DEBENTURE IS $_____ PER PRINCIPAL AMOUNT OF $1,000 AT MATURITY. THE ISSUE DATE OF THIS DEBENTURE IS APRIL __, 2006. THE YIELD-TO-MATURITY OF THIS DEBENTURE IS _____% PER ANNUM. THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBENTURE AS OF THE ISSUE DATE IS $____ PER PRINCIPAL AMOUNT OF $1,000 AT MATURITY.

SECURITY AGREEMENT
Security Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York

SECURITY AGREEMENT, dated as of April 28, 2006 (this “Agreement”), among DOBI Medical International, Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Convertible Debentures due August 28, 2007 in the original aggregate principal amount of up to $6,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).

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Employment Agreement • March 11th, 2005 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2006, among DOBI Medical International, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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Agreement of Merger and Plan of Reorganization • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas • Delaware
Contract
Dobi Medical International Inc • May 24th, 2006 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES.

DAVIDSON & COMPANY A Partnership of Incorporated Professionals -----------------Chartered Accountants------------------------------------------ August 31, 2000 LIONS GATE INVESTMENT LIMITED c/o 1000 - 409 Granville Street Vancouver, BC V6C 1T2 RE:...
Lions Gate Investment LTD • September 20th, 2000 • Blank checks

We refer to the Form SB-2/A Registration Statement of Lions Gate Investment Limited (the "Company") filed pursuant to the Securities Exchange Act of 1933, as amended.

LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCK
Lock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas

_____________ ("Holder") understands that DOBI Medical Systems, Inc., a Delaware corporation ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company (hereinafter called "Pubco"), concurrent with a private placement of Pubco equity securities by Pubco (such private placement, together with the Reverse Merger, the "Funding Transactions"). The Holder understands that as a result of the Funding Transactions, Pubco will then be the sole stockholder of the Company. DOBI and Pubco expect to close the Funding Transactions within the next several days.

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SEPARATION AGREEMENT
Separation Agreement • May 3rd, 2006 • Dobi Medical International Inc • Electromedical & electrotherapeutic apparatus • New York

This Separation Agreement (the “Agreement”) is made and entered into between DOBI Medical International, Inc., a Delaware corporation, (“Company”), and Phillip C. Thomas (“Executive’) on April 18, 2006.

HARBOUR PETROLEUM COMPANY LIMITED Suite 406 Calgary, Alberta T2P 1G2 Telephone: (403)265-5522 OVERRIDING ROYALTY AGREEMENT
Overriding Royalty Agreement • December 17th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas

WHEREAS the Geologist has developed hydrocarbon prospects underlying certain lands in the Province of Alberta, which prospects and land are set out in Schedule "A" attached hereto (hereinafter referred to as "the said lands"), and;

LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCK
Lock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas

DOBI Medical Systems, Inc. ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company, concurrent with a private placement of equity securities (the "Funding Transactions"). The public-traded company, which is called ("Pubco") for purposes of this agreement, will then succeed to and operate the medical device business of DOBI under the current management of DOBI. We expect to close these Funding Transactions within the next several weeks. Pubco is not identified at this time due to securities regulations regarding knowledge of upcoming transactions involving public-traded securities.

ASSIGNMENT AGREEMENT
Assignment Agreement • December 17th, 2001 • Lions Gate Investment LTD • Crude petroleum & natural gas • Alberta
LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES OF DOBI MEDICAL SYSTEMS, INC. COMMON STOCK
Lock-Up Agreement • December 19th, 2003 • Lions Gate Investment LTD • Crude petroleum & natural gas

_____________ ("Holder") understands that DOBI Medical Systems, Inc., a Delaware corporation ("DOBI" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company (hereinafter called "Pubco"), concurrent with a private placement of Pubco equity securities by Pubco (such private placement, together with the Reverse Merger, the "Funding Transactions"). The Holder understands that as a result of the Funding Transactions, Pubco will then be the sole stockholder of the Company. DOBI and Pubco expect to close the Funding Transactions within the next several days.

To: Lions Gate Investment Limited Suite 2901, 1201 Marinaside Crescent Vancouver, British Columbia V6Z 2V2 And to: The Nevada Agency and Trust Company Suite 880, 50 West Liberty Street Reno, Nevada 89501 RE: SHARE SUBSCRIPTION AGREEMENT...
Lions Gate Investment LTD • September 20th, 2000 • Blank checks

Please issue shares of your common stock in the amounts and name(s) shown below. My signature acknowledges that I have read the prospectus dated September 19, 2000, and am aware of the risk factors contained in the prospectus. I represent that I have relied solely on the contents of the prospectus in making an investment decision to purchase the shares offered by Lions Gate Investment Limited, and I have not relied on any other statements made by or with regard to the company in connection with its anticipated operations or financial performance.

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