0001085037-05-001104 Sample Contracts

Contract
Private Placement Subscription Agreement • July 29th, 2005 • Xten Networks, Inc • Services-business services, nec • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION 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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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • July 29th, 2005 • Xten Networks, Inc • Services-business services, nec • New York

This SETTLEMENT AGREEMENT AND RELEASE is entered into this 29th day of June, 2005 (the "Effective Date") by and between Xtend Communications Corp. having a principal place of business at 171 Madison Avenue, New York, New York 10016 ("Xtend") and Xten Networks, Inc. having a place of business at 5201 Great America Parkway, Suite 320, Santa Clara, California 95054 ("XNI").

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2005 • Xten Networks, Inc • Services-business services, nec

Xten Networks R&D Inc., a company incorporated under the laws of the Province of British Columbia and having an office at 8th Floor, 100 West Pender Street, Vancouver, British Columbia, Canada V6B1R8.

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