0001012870-02-002285 Sample Contracts

RAE SYSTEMS INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • May 14th, 2002 • Rae Systems Inc • Measuring & controlling devices, nec • California

This Restricted Stock Purchase Agreement is dated as of December , 2001 (the “Effective Date”) by and between RAE Systems Inc., a California corporation (the “Company”), and Joseph Ng (the “Purchaser”).

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LEASE EXPANSION AGREEMENT
Lease Expansion Agreement • May 14th, 2002 • Rae Systems Inc • Measuring & controlling devices, nec • Shanghai

WARAE is in need of additional floor space in order to expand its production capability; SIM recognizes WARAE’s need and has agreed to lease the first floor North Hall of Building 0319 to WARAE. The two parties have entered into the following agreement:

INDEMNITY AGREEMENT
Indemnity Agreement • May 14th, 2002 • Rae Systems Inc • Measuring & controlling devices, nec • Delaware

This Indemnity Agreement, dated as of April , 2002, is made by and between RAE Systems Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or agent (the “Indemnitee”).

Manufacturing Building Lease Agreement
Manufacturing Building Lease Agreement • May 14th, 2002 • Rae Systems Inc • Measuring & controlling devices, nec

Based on the People’s Republic of China’s related laws and regulations, and the foundation of equalization, fairness and cooperation, both the lessor and lessee agree to the following terms and conditions:

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