0000737955-02-000002 Sample Contracts

ACQUISITION AGREEMENT BETWEEN SGI INTERNATIONAL AND SENIOR MANAGEMENT
Acquisition Agreement • February 12th, 2002 • Sgi International • General industrial machinery & equipment, nec • California

This Acquisition Agreement (the "Agreement") is entered into as effective this 28th day of January 2002 (the "Effective Date"), in La Jolla, California, by and between SGI International, a Utah corporation ("SGI" or "Shareholder") and the following individuals: Amir Khiabani, Neil P. DeGuire, Clarence Dyksterhuis, Mitchell R. Johnson, Colin D. Burrows, Steve A. Rodrigues, and Brian A. Bevis (the individuals who are purchasing AMS are hereinafter referred to as "Senior Management").

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PLEDGE AGREEMENT
Pledge Agreement • February 12th, 2002 • Sgi International • General industrial machinery & equipment, nec

This Pledge Agreement ("Agreement") dated as of January 28, 2002 (the "Effective Date"), is made by Amir Khiabani, Neil P. DeGuire, Clarence Dyksterhuis, Mitchell R. Johnson, Colin D. Burrows, Steve A. Rodrigues, and Brian A. Bevis ("Pledgors"), in favor of SGI International, a Utah corporation ("Secured Party").

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