0001042167-06-000374 Sample Contracts

September 5, 2006
AHPC Holdings, Inc. • September 11th, 2006 • Wholesale-miscellaneous nondurable goods

Reference is hereby made to that certain Subscription Agreement dated June 20, 2006 (the "Subscription Agreement") by and among AHPC Holdings, Inc. (the "Company"), M.A.G. Capital, LLC ("MAG"), Monarch Pointe Fund, Ltd. ("Monarch"), Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III"; and together with MMF, Monarch and MAG, the "Purchasers"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Subscription Agreement.

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