0001017951-04-000166 Sample Contracts

FINANCIAL ADVISORY AGREEMENT
Financial Advisory Agreement • July 20th, 2004 • Host America Corp • Retail-eating places • Florida

This Agreement is made and entered into as of the 23rd day ofJuly, 1998, between Host America Corporation (the "Company") and Barron Chase Securities, Inc. (the "Financial Advisor").

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July 23, 1998 Geoffrey W. Ramsey, President Host America Corporation Two Broadway Hamden, Connecticut 06518 Re: Merger and Acquisition Agreement Dear Mr. Ramsey:
Merger and Acquisition Agreement • July 20th, 2004 • Host America Corp • Retail-eating places

You have agreed that Barron Chase Securities, Inc., (the"Finder") may act as a non-exclusive finder or financial consultant for you in various transactions in which Host America Corporation (the "Company") may be involved, including but not limited to, mergers, acquisitions, business combinations, joint ventures, debt or equity placements or other on-balance or off-balance sheet corporate transactions. The Company hereby agrees that in the event that the Finder shall first introduce to the Company another party or entity, and that as a result of such introduction, a transaction between such entity and the Company is consummated ("Consummated Transaction"), then the Company shall pay to the Finder a finder's fee as follows:

WARRANT AGREEMENT Dated as of July 21, 1998
Warrant Agreement • July 20th, 2004 • Host America Corp • Retail-eating places • Colorado

WARRANT AGREEMENT, dated as of July 21, 1998, by and between HOST AMERICA CORPORATION, a Delaware corporation (the "Company"), and American Securities Transfer & Trust, Inc., as warrant and transfer agent (hereinafter called the "Warrant Agent").

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