0001085037-04-000948 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • August 31st, 2004 • MFC Bancorp LTD • Security brokers, dealers & flotation companies

The undersigned agree that the foregoing Statement of Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to §240.13d-1(k).

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Contract
Transfer Agreement • August 31st, 2004 • MFC Bancorp LTD • Security brokers, dealers & flotation companies • British Columbia

THIS TRANSFER AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

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