0001077048-06-000030 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

Registration Rights Agreement (the “Agreement”), dated as of January 16, 2006, by and between LitFunding Corp., a Nevada corporation (the “Company”), and Imperial Capital Holdings, LLC, a Nevis limited liability company (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • February 1st, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

THIS INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of the date of acceptance set forth below, is entered into, by and between LitFunding Corp., a Nevada corporation with headquarters located at 3700 Pecos McLeod Drive, Suite 100, Las Vegas, Nevada 89121 (the "Company"), and Imperial Capital Holdings (the "Investor").

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • February 1st, 2006 • Litfunding Corp • Short-term business credit institutions • Nevada

The undersigned, LitFunding Corp., a Nevada corporation (the “COMPANY”), hereby agrees with Brewer Financial Services, LLC., an Illinois limited liability company (the “PLACEMENT AGENT”) and Imperial Capital Holdings, a Nevis limited liability company (the “INVESTOR”) as follows:

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