0001017951-04-000071 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 31st, 2004 • Host America Corp • Retail-eating places • Colorado

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated March 19, 2004, and is between ADVANCED REFRIGERATION CONTROLS, INC., a California corporation, with an address of 9309 Narnia Drive, Riverside, California, 92503-5609 (the “Seller”), and HOST AMERICA CORPORATION, a Colorado corporation, with an address of Two Broadway, Hamden, Connecticut 06518-2697 (the “Buyer”). “Prospective Shareholders” are those individuals who will receive shares of the Buyer’s “restricted” common stock as set forth in Schedule 2.2.b. All terms initially capitalized and not otherwise defined herein have the same meaning that such initially capitalized terms do in Article 1 hereof.

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CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2004 • Host America Corp • Retail-eating places • Colorado

This Consulting Agreement (the “Agreement”) is made effective this 19th day of March, 2004, (the “Effective Date”) by and between HOST AMERICA CORPORATION, a Colorado corporation, with an address of Two Broadway, Hamden, Connecticut 06518-2697 (the “Buyer”), and ALLAN E. SCHRUM (the “Consultant”).

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