Haps Usa, Inc. Sample Contracts

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NEW HORIZON
Agreement and Plan of Reorganization • July 8th, 2002 • American Hospital Resources Inc • Blank checks • Utah
CONSULTING AGREEMENT
Consulting Agreement • August 27th, 2002 • American Hospital Resources Inc • Blank checks
Recitals --------
Purchase and Sale Agreement • November 25th, 2002 • American Hospital Resources Inc • Blank checks
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NEW HORIZON
Reorganization Agreement • June 17th, 2002 • New Horizon Education Inc • Blank checks • Utah
ARTICLE I TERMS OF NOTE AND REPAYMENT
Purchase Money Promissory Note • May 15th, 2003 • American Hospital Resources Inc • Blank checks • Mississippi
Contract
Compensation Agreement • March 8th, 2002 • New Horizon Education Inc • Blank checks • Utah

This Compensation Agreement is made and entered into this 5th day of March, 2002, by and between New Horizon Education, Inc., a Utah corporation (the "Company"), and Cletha A. Walstrand, P.C., a Utah Professional corporation ("Walstrand").

New Horizon Education, Inc. AGREEMENT
Subscription Agreement • September 7th, 2001 • New Horizon Education Inc • Blank checks • Nevada

This subscription agreement entered into on August 3, 2001, by and between Loretta Jean Hullinger, Inc., (the "Investor"), and New Horizon Education, Inc., a Utah corporation (the "Company"),

Synergistic Connections, Inc. Consulting Agreement
Consulting Agreement • March 8th, 2002 • New Horizon Education Inc • Blank checks

This agreement is entered into on this 15th day of January 2002, by and between Synergistic Connections, Inc., (hereinafter referred to as Synergistic) and New Horizon Education, Inc., (hereinafter referred to as New Horizon).

BILL OF SALE
Bill of Sale • January 2nd, 2003 • American Hospital Resources Inc • Blank checks

FOR VALUE RECEIVED, the sufficiency of which is herein acknowledged, this 15th day of December 2002, NIPSI Healthcare of Houston Limited Partnership, a Texas limited partnership with its principal office located at 2525 West Bellfort, Suite 130, Houston, TX 77054 ("Seller"), hereby forever transfers and conveys to American Hospital Resources, Inc., a Utah corporation, with its principal office located at 1912 W. Bay Crest Santa Ana, CA 92704 (the "Buyer") or its assignee or order, all of the right, title, and interest to all of Seller's assets ("Assets") as generally described herein below and as more particularly defined in the Asset Purchase Agreement between Seller and Buyer dated December 15, 2002.

Contract
Rescission and Release Agreement • September 16th, 2005 • Haps Usa, Inc. • Services-amusement & recreation services • Utah

RESCISSION AND RELEASE AGREEMENT (this “Agreement”) made as of this ____ day of September 2005, by and among HAPS USA, Inc., a Utah corporation formerly known as American Hospital Resources Corporation (“HAPS Utah”); HAPS USA, Inc., a Delaware corporation (“HAPS Delaware”); Yoshihiro Kanemitsu, Junko Kanemitsu, Junyo Kanemitsu and Junki Kanemitsu (collectively, the “Kanemitsus” and each individually, a “Kanemitsu”); Tadaaki Miyamoto (“Miyamoto”); and Haruo Miyano (“Miyano”).

CONSULTING AGREEMENT
Consulting Agreement • February 20th, 2004 • American Hospital Resources Inc • Retail-drug stores and proprietary stores

THIS CONSULTING AGREEMENT is entered into between American Hospital Resources, Inc. a Utah Corporation (the “Company”), and Cletha A. Walstrand (the “Consultant”), effective this 18th day of February, 2004.

AGREEMENT OF PURCHASE AND SALE OF STOCK
Purchase and Sale Agreement • June 1st, 2005 • Haps Usa, Inc. • Retail-drug stores and proprietary stores • California

This agreement is made as of February 15, 2005, at Irvine, California, among AMERICAN HOSPITAL RESOURCES, INC. (Buyer), a Utah Corporation, having its principal office at 5231-A Kuaini Place, Honolulu, Hawaii; JUNYO KANEMITSU, JUNKI KANEMITSU, YOSHIHIRO KANEMITSU, JUNKO KANEMITSU, HARUO MIYANO and TADAAKI MIYAMOTO (collectively, Shareholder), residing at Chiba, Japan and Huntington Beach, California; and HAPS USA, INC. (Corporation), a Delaware Corporation, having its principal office at 5912 Bolsa Avenue, Suite 108, Huntington Beach, California. In this agreement, Shareholder and Corporation are collectively referred to as Selling Parties.

BOARD OF DIRECTORS - RETAINER AGREEMENT
Retainer Agreement • February 21st, 2006 • Haps Usa, Inc. • Services-amusement & recreation services • California
Danny Myers, Rph. CONFIDENTIAL DOCUMENT ---------------------- Robert Lang, Rph. 5315 Old Highway 11, Suite #4 Hattiesburg, MS 39402
Management Agreement • May 15th, 2003 • American Hospital Resources Inc • Blank checks • Mississippi

Please allow this letter to serve as the Management Agreement ("Management Agreement") between American Hospital Resources, Inc. including any and/or all of its subsidiaries (collectively "AMHR") and Danny Myers and Robert Lang (collectively the "Managers") to provide senior management services ("Management Services") to and/or on behalf of AMHR. The following represents the terms and conditions upon which such Management Services shall be performed:

between NIPSI Healthcare of Houston Limited Partnership the Seller and NIPSI of Houston, Inc. Its General Partner and AMERICAN HOSPITAL RESOURCES, INC. the Buyer EXHIBITS ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 2nd, 2003 • American Hospital Resources Inc • Blank checks • Utah

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made on December 13, 2002, by and among NIPSI Healthcare of Houston Limited Partnership, a Texas limited partnership (the "Seller") and NIPSI of Houston, Inc. ("General Partner"), and AMERICAN HOSPITAL RESOURCES, INC., a Utah corporation (the "Buyer").

Contract
Compensation Agreement • March 8th, 2002 • New Horizon Education Inc • Blank checks • Utah

This Compensation Agreement is made and entered into this 5th day of March, 2002, by and between New Horizon Education, Inc., a Utah corporation (the "Company"), and Steven L. White, an individual ("Executive").

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 9th, 2005 • Haps Usa, Inc. • Services-amusement & recreation services • Delaware
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