0001047469-02-007314 Sample Contracts

NOTE AGREEMENT
Note Agreement • December 17th, 2002 • Clary Corp • Electrical industrial apparatus • California

This NOTE AGREEMENT, dated as of November 6, 2002, is entered into among DYNAMIC POWER CORPORATION, a California corporation (together with its successors and assigns, the "Company"), and ADDMASTER CORPORATION ("Addmaster" or, together with its successors and assigns, the "Holder").

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AGREEMENT & PLAN OF MERGER BY AND BETWEEN DYNAMIC POWER CORPORATION and CLARY CORPORATION dated as of December 17, 2002
Agreement and Plan of Merger • December 17th, 2002 • Clary Corp • Electrical industrial apparatus • California

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 17, 2002, by and between Dynamic Power Corporation, a California corporation (the "Purchaser"), and Clary Corporation, a California corporation (the "Company"). For purposes of this Agreement and except as otherwise provided herein or unless the context otherwise requires, capitalized terms have the meaning ascribed to them in Section 10.8 of this Agreement.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 17th, 2002 • Clary Corp • Electrical industrial apparatus • California

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of November 6, 2002, by and between Dynamic Power Corporation, a California corporation (the "Company"), and the holders of Clary Corporation common stock signatory hereto (the "Investor").

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