0001035704-06-000458 Sample Contracts

AGREEMENT
Purchase Agreement • June 23rd, 2006 • All American Pet Company, Inc. • Colorado

This Agreement (the “Agreement”) is effective as of November 30, 2005 (the “Effective Date”) by and between Nortia Capital Partners, Inc., a Nevada corporation (the “Purchaser”) and All-American Pet Company Inc., a New York corporation (collectively with any successor in interest by merger, the “Company”). For purposes of this Agreement, each of the Purchaser and the Company shall be referred to individually as a “Party” and both of them shall be referred to collectively as the “Parties”.

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Agreement And Plan Of Merger Of All-American Pet Company Inc. (A New York Corporation) And All American Pet Company, Inc. (A Maryland Corporation)
Merger Agreement • June 23rd, 2006 • All American Pet Company, Inc.

This Agreement And Plan Of Merger is by and between All-American Pet Company Inc., a New York corporation (“All American Pet Company New York”), and All American Pet Company, Inc., a Maryland corporation (“All American Pet Company Maryland”). Each of All American Pet Company New York and All American Pet Company Maryland is sometimes referred to individually as a “Constituent Corporation”, and they are sometimes referred to jointly as the “Constituent Corporations”.

OFFICE LEASE between 16501 Ventura, LLC A California Limited Liability Company (Landlord) and All American Pet Company, Inc. A New York Corporation (Tenant)
Office Lease • June 23rd, 2006 • All American Pet Company, Inc. • California

THIS OFFICE LEASE (“Lease”), dated January 14, 2005 is made and entered into by and between 16501 Ventura LLC, a California Limited Liability Company (“Landlord”), All American Pet Company, Inc. a New York Corporation (“Tenant”).

AGREEMENT
Loan Agreement • June 23rd, 2006 • All American Pet Company, Inc. • New York

This Agreement entered into as of this 27th day of April, 2004 between All American Pet Company Inc., a New York corporation (the “Company”) and Mr. George LaCapra.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 23rd, 2006 • All American Pet Company, Inc. • California

The undersigned desires to invest All American Pet Company Inc. (the “Company”) on the terms and conditions described in this Subscription Agreement (this “Subscription Agreement”) and the Company’s Confidential Private Placement Memorandum dated December 22, 2005 (the “Memorandum”). Pursuant to the terms described in the Memorandum and in this Subscription Agreement, the Company is offering (the “Offering”) up to 3,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), as more fully described in the Memorandum.

EQUIPMENT LEASE WITH OPTION TO PURCHASE
Equipment Lease • June 23rd, 2006 • All American Pet Company, Inc.

THIS LEASE AGREEMENT made and entered into this ___day of March, 2006, by and between LINDEN BLACK and BEVERLY BLACK, herein referred to as Lessor(s) of First Party(ies) and BARRY SCHWARTZ and LISA SCHWARTZ, herein referred to as Lessee(s) or Second Party (ies);

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