4forgolf Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2006 • Tricell Inc • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of nd day of August, 2006, by and among Tricell, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Barron Partners L.P., a Delaware limited partnership, (the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among the Company and the Investor.

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NEIL PROCTOR EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2006 • Tricell Inc • Services-business services, nec • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made on this 29th day of November 2005, by and between Tricell, Inc., a Nevada corporation (“Company”), and Neil Proctor, a resident of the United Kingdom (“Executive”).

AMENDMENT
Stock Exchange Agreement • November 22nd, 2006 • Tricell Inc • Services-business services, nec

THIS AMENDMENT, dated November 21, 2006, by and among Tricell, Inc. (the “Company”) James Reed, Neil Pursell, John Sumnall and Neil Proctor (collectively the “NJJ Shareholders”), amends the Stock Exchange Agreement, dated as of August 24, 2006 (the “Exchange Agreement”). All of the terms of the Exchange Agreement are incorporated herein by reference, except as otherwise stated herein. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

LOAN AGREEMENT DATE
Loan Agreement • June 10th, 2005 • Tricell Inc • Services-business services, nec
STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • August 31st, 2006 • Tricell Inc • Services-business services, nec • New York

THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) is entered into this ___ day of August, 2006 by and among between TRICELL, INC., a Nevada corporation (the “Company”), JAMES REED, a United Kingdom resident (“Reed”), NEIL PURSELL, a United Kingdom resident (“Pursell”), JOHN SUMNALL, a United Kingdom resident (“Sumnall”), NEIL PROCTOR, a United Kingdom resident (“Proctor”), (Reed, Pursell, Sumnall and Proctor shall be collectively referred to as the “NJJ Shareholders” or individually as an “NJJ Shareholder”).

SECURITIES PURCHASE AGREEMENT BETWEEN TRICELL, INC. AND BARRON PARTNERS LP DATED August 24, 2006
Securities Purchase Agreement • August 31st, 2006 • Tricell Inc • Services-business services, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of August, 2006 between Tricell, Inc., a Nevada corporation (the “Company”) and Barron Partners LP, a Delaware limited partnership (the “Investor”).

LETTER OF INTENT
Letter of Intent • April 18th, 2006 • Tricell Inc • Services-business services, nec

This Letter of Intent (“Agreement”) is entered into this 14th day of April 2006 by and between TRICELL, INC., a Nevada corporation (“Tricell”), JAMES REED, a United Kingdom resident (“Reed”), NEIL PURSELL, a United Kingdom resident (“Pursell”), JOHN SUMNALL, a United Kingdom resident (“Sumnall”), NEIL PROCTOR, a United Kingdom resident (“Proctor”), (Reed, Pursell, Sumnall and Proctor shall be collectively referred to as the “N2J Shareholders” or individually as a “N2J Shareholder”), and N2J LIMITED, a United Kingdom limited company (“N2J”). This Agreement sets forth, in principle, the terms under which Tricell will acquire all of the outstanding equity of N2J from the N2J Shareholders under the terms set forth in Exhibit A, which is hereby incorporated by reference.

Dated 2005 and SALE AGREEMENT Relating to the sale and purchase of the entire issued Share capital of Ace Telecom Limited to Tricell Inc
Sale Agreement • July 7th, 2005 • Tricell Inc • Services-business services, nec • England

A The Vendors are the registered holders and beneficial owner of 4 fully paid up ordinary shares of £1 each in the capital of Ace Telecom Limited, being the entire issued share capital

ESCROW AGREEMENT
Escrow Agreement • August 31st, 2006 • Tricell Inc • Services-business services, nec • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of August , 2006, by and among Barron Partners LP, a Delaware limited liability company (the “Purchaser”), Tricell, Inc., a Nevada corporation (the “Company”), and Sichenzia Ross Friedman Ference LLP, with an address at 1065 Avenue of the Americas, New York, New York 10018 (the “Escrow Agent”).

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