0001101889-01-500031 Sample Contracts

EX-4.18 FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • October 17th, 2001 • Consygen Inc • Services-prepackaged software
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EX-4.21 AGREEMENT - SURRENDER OF SHARES/STOCK OPTIONS/WARRANTS - INVESTORS
Surrender of Shares/Stock Options/Warrants Agreement • October 17th, 2001 • Consygen Inc • Services-prepackaged software

As of September 13, 2001, the undersigned holds an aggregate of ____________ shares of common stock (the "Shares") of ConSyGen, Inc. (the "Company"), which the undersigned has agreed to surrender to the Company. The undersigned understands that the Company does not currently have sufficient authorized but unissued shares of common stock to execute its business and financial plans. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned does hereby waive his right to receive the shares until such time as the Company increases to at least 125,000,000 the number of the Company's authorized shares of common stock. Following such increase, the Company shall have the option to either (i) issue the undersigned ____________ shares of its common stock, or (ii) pay the undersigned an aggregate of $_________, in lieu of issuing such shares to the undersigned. The Company shall use its best efforts t

CONFIDENTIAL AGREEMENT
Stock Purchase Agreement • October 17th, 2001 • Consygen Inc • Services-prepackaged software • Arizona

This agreement ("Agreement") describes the transaction (the "Transaction") between Consygen Inc. ("Consygen" or the "Company") and Beacon Capital Partners, LLP ("Beacon") whereby Consygen will issue to Beacon authorized and as-yet unregistered common stock in the amount of One Million Dollars ($1,000,000) at the agreed-to price of $0.09 per share, for a total of 11,111,111 common shares (the "Shares").

EX-4.20 AGREEMENT - SURRENDER OF STOCK OPTIONS - EMPLOYEES
Surrender of Stock Options • October 17th, 2001 • Consygen Inc • Services-prepackaged software

The undersigned is the holder of options to purchase _________________ shares of common stock ("Options") of ConSyGen, Inc. (the "Company"). The agreement(s) evidencing the Options are hereby amended to (i) reduce the exercise price to $_____ per share, (ii) increase option shares to purchase to _______________, and (iii) provide that the Options shall not be exercisable until such time as the Company increases to at least 125,000,000 the number of its authorized but unissued shares of common stock and completes an S-8 registration.

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