0000825203-08-000020 Sample Contracts

Contract
Warrant Agreement • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 31, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 31, 2008, by and among Itronics Inc., a Texas corporation with its headquarters located at 6490 South McCarran Boulevard, Building C, Suite 23, Reno, NV 89509 (the "Company"), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "Initial Investors").

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

Intellectual Property Security Agreement (this "Agreement"), dated as of July 31, 2008, by and among Itronics Inc., a Texas corporation ("Parent"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada corporation; Nevada Hydrometallurgical Project, a Nevada corporation; Itronics Gold’n Minerals, Inc. (collectively the "Subsidiary")(hereinafter the Parent and the Subsidiary shall collectively be referred to as the "Company") and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 31, 2008, by and among Itronics Inc., a Texas corporation, with headquarters located at 6490 S. McCarran Blvd., Building C-23, Reno, NV 89510 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").

SECURITY AGREEMENT
Security Agreement • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

SECURITY AGREEMENT (this "Agreement"), dated as of July 31, 2008, by and among Itronics Inc., a Texas corporation ("Parent"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada corporation; Nevada Hydrometallurgical Project, a Nevada corporation; Itronics Gold’n Minerals, Inc. (collectively the "Subsidiary")(hereinafter the Parent and the Subsidiary shall collectively be referred to as the "Company") and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").

SUBSIDIARY GUARANTY
Subsidiary Guaranty • August 12th, 2008 • Itronics Inc • Agricultural chemicals • New York

THIS SUBSIDIARY GUARANTY (this "Subsidiary Guaranty"), dated as of July 31, 2008, among Itronics Inc., a Texas corporation (the "Company"), Whitney & Whitney, Inc., a Nevada corporation; Itronics Metallurgical, Inc., a Nevada corporation; Itronics California, Inc., a Nevada corporation; American Hydromet, a Nevada corporation; Nevada Hydrometallurgical Project, a Nevada corporation; Itronics Gold’n Minerals, Inc., (individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a "Secured Party" and collectively, the "Secured Parties").

ITRONICS, INC. 6490 SOUTH McCARRAN BLVD., BLDG C, SUITE 23 RENO, NEVADA 89509
Amendment of Notes • August 12th, 2008 • Itronics Inc • Agricultural chemicals

This letter sets forth the agreement of the parties hereto to amend all of the Notes, which are convertible into shares of the Company’s common stock, par value $.001 per share, ever issued by the Company to the investors listed in the signature pages hereto (collectively, the "Investors")( the "Notes").

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