Energy & Engine Technology Corp Sample Contracts

EXHIBIT 10 EXHIBIT D to Subscription Agreement -------------------------
Registration Rights Agreement • October 8th, 2004 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • California
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EXHIBIT 10 FORM OF DEBENTURE EXHIBIT A to Securities Purchase Agreement --------------------------------
Energy & Engine Technology Corp • October 8th, 2004 • Airports, flying fields & airport terminal services
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EXHIBIT 10 FORM OF WARRANT
Energy & Engine Technology Corp • August 25th, 2004 • Airports, flying fields & airport terminal services • California
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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April ____, 2005, by and among Energy & Engine Technology Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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Contract
Energy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • 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 ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 13th day of May, 2004, by and between BMZ Generators & Welders, Inc., and Freddy Pereira, both with an address of 412 North Federal Highway, Pompano Beach, FL...
Purchase Agreement • July 16th, 2004 • Energy & Engine Technology Corp • Crude petroleum & natural gas • Texas
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SECURITY AGREEMENT (Subsidiary)
Security Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York
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FIXED BASE OPERATOR (FBO) AGREEMENT AND HANGAR LEASE
Agreement and Hangar Lease • July 21st, 2003 • Energy & Engine Technology Corp • Crude petroleum & natural gas • Colorado
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BETWEEN:
Occupancy Agreement • April 11th, 2001 • Bidder Communications Inc • Services-business services, nec • British Columbia
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COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York

COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of April ___, 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 convertible promissory notes issued and to be issued by Energy & Engine Technology Corporation (“Debtor”), a Nevada 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").

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Contract
Energy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • 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 ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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EXHIBIT H1 LIMITED STANDSTILL AGREEMENT
Exhibit H1 • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York

This AGREEMENT (the "Agreement") is made as of the ___ day of April, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of equity of Energy & Engine Technology Corporation, a Nevada corporation (the "Company").

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EXHIBIT H-2 (Smyth) STANDSTILL AGREEMENT
Standstill Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York

This AGREEMENT (the "Agreement") is made as of the ___ day of April, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of equity of Energy & Engine Technology Corporation, a Nevada corporation (the "Company").

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Contract
Energy & Engine Technology Corp • June 6th, 2005 • Airports, flying fields & airport terminal services • 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 ENERGY & ENGINE TECHNOLOGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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BINDING LETTER OF INTENT
Binding Letter of Intent • December 14th, 2004 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • Louisiana

This letter of intent, dated this 8th day of December, 2004, is made between Michael Hugh and his nominee, represented by Curt Thurmon and Consolidated Energy Investments (“Hugh”), and Gas Gathering Enterprises, LLC, a Louisiana limited liability company (“GGE”).

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FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • June 6th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • New York

This Agreement is dated as of the ____ day of April, 2005 among Energy & Engine Technology Corporation, a Nevada corporation (the "Company"), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 15th, 2005 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • Texas

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March __, 2005, between ENERGY & ENGINE TECHNOLOGY CORPORATION, a Nevada corporation (the "Company"), and ____________________________________ (the "Executive").

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EXHIBIT 10
Securities Purchase Agreement • October 8th, 2004 • Energy & Engine Technology Corp • Airports, flying fields & airport terminal services • California
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