0001104659-03-000633 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 27th, 2003 • Virtualfund Com Inc • Services-business services, nec • Minnesota

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the January 10, 2003, by and among Marquest Financial, Inc. a Minnesota corporation (the “Company”), Edward M. Graca (the “Seller”), Marquest Financial Acquisition Corporation, a Minnesota corporation (the “Acquisition Sub”), and VirtualFund.com, Inc., a Minnesota corporation (the “Parent”):

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EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2003 • Virtualfund Com Inc • Services-business services, nec • Minnesota

THIS AGREEMENT, made and entered into as of January 10, 2003, by and among Marquest Financial, Inc., a Minnesota corporation (hereinafter collectively referred to as the “Company”), and Edward M. Graca (hereinafter referred to as “Employee”).

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