0000950136-06-005322 Sample Contracts

3,500,000 Shares Handheld Entertainment, Inc. Common Stock, Par Value $0.0001 Per Share Underwriting Agreement
Underwriting Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Florida
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WARRANT AGREEMENT By and Among HANDHELD ENTERTAINMENT, INC., NEWBRIDGE SECURITIES, CORP. and PALI CAPITAL, INC. Dated as of , 2006
Warrant Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • Florida

WARRANT AGREEMENT, dated as of , 2006, by and between HANDHELD ENTERTAINMENT, INC., a Delaware corporation (the ‘‘Company’’), NEWBRIDGE SECURITIES, CORP. and PALI CAPITAL, INC. (the ‘‘Underwriters’’).

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2006 • Handheld Entertainment, Inc. • Wholesale-electrical appliances, tv & radio sets • California

This EMPLOYMENT AGREEMENT (the ‘‘Agreement’’) is dated as of June 26, 2006 (the ‘‘Effective Date’’) between Handheld Entertainment, Inc., a Delaware corporation (the ‘‘Company’’) and William J. Bush (the ‘‘Executive’’).

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