Noram Capital Holdings Sample Contracts

STRONG>HOTEL ACQUISITION AND SERVICES AGREEMENT
Hotel Acquisition and Services Agreement • December 29th, 2003 • Harrell Hospitality Group Inc • Services-business services, nec • Texas

This Hotel Acquisition and Services Agreement (the "Agreement") is effective this 1st day of May 2003, between HARRELL HOSPITALITY GROUP, INC., a Delaware corporation whose address for notice is 16475 North Dallas Parkway, Suite 410, Addison, Texas 75001 ("HHG") and APSLEY ESTATES LIMITED, a United Kingdom private company, whose address is 35 Buckingham Gate, St. James, London SW1E 6PA, United Kingdom ("AEL"), and provides as follows:

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HOTEL ACQUISITION AND SERVICES AGREEMENT
Hotel Acquisition and Services Agreement • December 29th, 2003 • Harrell Hospitality Group Inc • Services-business services, nec • Texas

This Hotel Acquisition and Services Agreement (the "Agreement") is effective this 1st day of May 2003, between HARRELL HOSPITALITY GROUP, INC., a Delaware corporation whose address for notice is 16475 North Dallas Parkway, Suite 410, Addison, Texas 75001 ("HHG") and R P CORPORATE STRATEGY LIMITED, a United Kingdom private company, whose address is 3 Bristol Mews, Little Venice, London W9 2JF ("RPC"), and provides as follows:

RECITALS
Preferred Stock Purchase and Release of Debt Agreement • February 28th, 1997 • Harrell International Inc • Services-business services, nec
Contract
Sublease Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec

THIS SUBLEASE AGREEMENT (the "Sublease") is entered into as of the 25th day of August, 2000, by and between BURKE, INC., ("Sublessor") and HARRELL HOSPITALITY GROUP, INC., ("Subtenant"). WITNESSETH:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 12th, 2007 • Harrell Hospitality Group Inc • Services-business services, nec • Texas

This STOCK PURCHASE AGREEMENT (this "Agreement") is executed effective as of August __, 2006 (the "Effective Date"), by and among HARRELL HOSPITALITY GROUP, INC., a Delaware corporation ("HHG") and Paul L. Barham, an individual ("Barham"), Clive Russell, an individual ("Russell"), Geoffrey Dart, an individual ("Dart"), and Apsley Estates, Ltd. ("Apsley") (collectively, Barham, Russell, Dart and Apsley are called the "Purchasers")

HEADS OF AGREEMENT
Heads of Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec

This Agreement is entered into this 16th day of February, 2001 between Rotch Property Group Limited whose address is 18 Upper Grosvenor Street London WIX 9PB ("Rotch") and Harrell Hospitality Group, Inc whose address is 16475 North Dallas Parkway, Suite 410, Addison, Dallas Texas 75001 ("Harrell"), wherein the parties agree as follows:

HOTEL ACQUISITION AGREEMENT
Hotel Acquisition Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec • Texas

THIS HOTEL ACQUISITION AGREEMENT ("Agreement") is entered into as of the first day of March, 2002 by and between HARRELL HOSPITALITY GROUP, INC., a Delaware corporation whose address for notice is 16475 North Dallas Parkway, Suite 410, Addison, Texas 75001 ("HHG") and GALWAY FINANCIAL GROUP, INC., a Delaware corporation whose address for notice is Nine Greenwich Office Park, Greenwich, Connecticut 06831-5147 ("Galway"), and provides as follows:

BILL OF SALE AND ASSIGNMENT THE STATE OF TEXAS ) THE COUNTY OF COLLIN )
Bill of Sale • January 12th, 2007 • Harrell Hospitality Group Inc • Services-business services, nec

HARRELL HOSPITALITY GROUP, INC., a Delaware corporation ("Assignor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid to Assignor by HOTEL MANAGEMENT GROUP, INC., a Texas corporation ("Assignee") the receipt and sufficiency of which are hereby acknowledged, has ASSIGNED, SOLD, CONVEYED and DELIVERED, and does hereby ASSIGN, SELL, CONVEY and DELIVER unto Assignee, its successor and assigns, all of Assignor's rights in the assets, properties or rights (the "Purchased Assets"), consisting of the following:

SECURITY AGREEMENT
Security Agreement • March 12th, 2007 • Noram Capital Holdings • Services-business services, nec • Texas

This SECURITY AGREEMENT (the "Agreement") is made and entered into as of the 29th day of September, 2006, by and between PAUL L. BARHAM, an individual ("Barham"), CLIVE RUSSELL, an individual, ("Russell"), GEOFFREY DART, an individual ("Dart"), and APSLEY ESTATES, LTD. ("Apsley") (jointly and severally, Barham, Russell, Dart and Apsley, hereinafter referred to as "Debtor"), and HARRELL HOSPITALITY GROUP, INC., a Delaware corporation (hereinafter referred to as "Secured Party"), whose address is P.O. Box 260328, Plano, Texas 75026; and provides as follows:

AGREEMENT
Share Purchase Agreement • December 31st, 2001 • Harrell Hospitality Group Inc • Services-business services, nec

HHG can extend the right to repurchase these ET shares at 3.63 pence per share, beyond the initial 6 months, for a further 6 months, upon payment of a fee of 10% of the purchase price of the ET shares being sold hereunder.

AGREEMENT
Hotel Acquisition Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec • Texas

THIS AGREEMENT ("Agreement") is entered into as of the ___ day of August, 2002 by and between HARRELL HOSPITALITY GROUP, INC., a Delaware corporation whose address for notice is 16475 North Dallas Parkway, Suite 410, Addison, Texas 75001 ("HHG") and GALWAY FINANCIAL GROUP, INC., a Delaware corporation whose address for notice is Nine Greenwich Office Park, Greenwich, Connecticut 06831-5147 ("Galway"), and provides as follows:

HEADS OF AGREEMENT made the 6th day of November 2002 BETWEEN (COLLECTIVELY "THE PARTIES")
Heads of Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec
CAPITAL COMMITMENT Effective as of $250,000.00 November 2, 2006
Capital Commitment • March 12th, 2007 • Noram Capital Holdings • Services-business services, nec

FOR VALUE RECEIVED, SQUARE ROCK, LTD. ("Square Rock") and GLOBAL TREK PROPERTY HOLDINGS, L.P. ("Global Trek@) (jointly and severally, Square Rock and Global Trek are called the AMaker@), HEREBY JOINTLY AND SEVERALLY PROMISES TO FUND TO HARRELL HOSPITALITY GROUP, INC., a Delaware corporation ("Holder"), at P.O. Box 260328, Plano, Texas 75026, or at such other place as Holder may designate in writing, the amount of up to:

To: Harrell Hospitality Group Inc (the "Borrower") 16475 Dallas Parkway Suite 410 Addison Texas 75001 United States Dear Sirs
Loan Agreement • December 31st, 2001 • Harrell Hospitality Group Inc • Services-business services, nec

We offer to place at your disposal a loan of GBP103,000 (one hundred and three thousand pounds) (the "Loan") on the following terms and conditions.

MERCHANT HOUSE GROUP, plc
Loan Agreement • December 26th, 2002 • Harrell Hospitality Group Inc • Services-business services, nec
CLOSING AGREEMENT
Closing Agreement • March 12th, 2007 • Noram Capital Holdings • Services-business services, nec • Texas

This CLOSING AGREEMENT (this "Agreement") is executed effective as of November 1, 2006 (the "Effective Date"), by and between HARRELL HOSPITALITY GROUP, INC., a Delaware corporation (the "Company") and Square Rock, Ltd. and Global Trek Property Holdings, L.P. (together, the "Purchasers"), and is also joined in by Paul L. Barham, an individual ("Barham") and Jonathan Tripp, an individual ("Tripp") for the limited purposes of Sections 2 and 3 below.

STOCK ACQUISITION AGREEMENT
Stock Acquisition Agreement • March 12th, 2007 • Noram Capital Holdings • Services-business services, nec • Texas

This Stock Acquisition Agreement (the "Agreement") dated effective as of the 29th day of September 2006, is made by and among HARRELL HOSPITALITY GROUP, INC., a Delaware corporation ("HHG"), Square Rock, Ltd. and Global Trek Property Holdings, L.P. (together, the "Purchasers") and provides as follows:

RELEASE OF CLAIMS AND ASSUMPTION OF LIABILITIES
Release of Claims and Assumption of Liabilities • March 12th, 2007 • Noram Capital Holdings • Services-business services, nec • Texas

This RELEASE OF CLAIMS AND ASSUMPTION OF LIABILITIES (this "Agreement") is executed effective as of September 29, 2006 (the "Effective Date"), by and among HARRELL HOSPITALITY GROUP, INC., a Delaware corporation ("HHG") and Paul L. Barham, an individual ("Barham"), Clive Russell, an individual ("Russell"), Geoffrey Dart, an individual ("Dart"), and Apsley Estates, Ltd. ("Apsley") (collectively, Barham, Russell, Dart and Apsley are called the "Purchasers")

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