0001052257-09-000011 Sample Contracts

Contract
Convertible Note Agreement • April 21st, 2009 • Z Trim Holdings, Inc • Grain mill products

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

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SECURITY AGREEMENT
Security Agreement • April 21st, 2009 • Z Trim Holdings, Inc • Grain mill products • Delaware

THIS SECURITY AGREEMENT (this "Agreement") dated as of ______, 2009, is made by Z TRIM HOLDINGS, INC., an Illinois corporation, with an address at 1011 Campus Drive, Mundelein, Illinois 60060 ("Debtor") in favor of the Secured Parties listed on Annex A attached hereto (the “Secured Parties”) (as defined below).

SUBSCRIPTION AGREEMENT FOR Z TRIM HOLDINGS, INC.
Subscription Agreement • April 21st, 2009 • Z Trim Holdings, Inc • Grain mill products • Illinois
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