0000928385-03-000113 Sample Contracts

PROMISSORY NOTE
Promissory Note • January 24th, 2003 • Mega Group Inc • Finance services

This Note is subject to the terms and conditions of that certain Loan and Security Agreement between Lender and Borrower dated as of July 15, 2002, as the same may be modified and amended from time to time (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement.

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MEGA GROUP, INC. (a New York corporation) 1,500,000 Units Each Unit Consisting of One Share of Common Stock And One Redeemable Common Stock Purchase Warrant UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2003 • Mega Group Inc • Finance services • New York

MEGA GROUP, INC., a New York corporation (the “Company”), hereby confirms its agreement with the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you have been duly authorized to act as Representative (in such capacity, the “Representative”), as set forth below.

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