0001104659-04-010357 Sample Contracts

LEASE OF
Lease Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications

Improvements to be made by Lessor (Describe in detail the construction, alteration, repairs or other improvements, if any, to be made by Lessor)

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EXCHANGE AGREEMENT
Exchange Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • California

THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 11th day of December, 2001, by and between Lotus Pacific, Inc., a Delaware corporation (“Lotus”), and ARESCOM Inc., a California corporation (the “Company”). Lotus and the Company are referred to collectively herein as the parties.

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • California

This EQUITY PURCHASE AGREEMENT, dated as of December 20, 2003 (this “Agreement”), is made and entered into by and among Lotus Pacific, Inc., a Delaware corporation (“Seller”), TCL Information Technology Industrial (Group) Ltd., a corporation incorporated in the British Virgin Islands (“Buyer”) and TCL Digital Technologies, Ltd., a corporation incorporated in the People’s Republic of China (the “Company”) with reference to the following facts:

Executive Employment Agreement
Executive Employment Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • Arizona

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 26, 2004, by and between Opta Systems, LLC dba Go Video, a Delaware limited liability company (the “Company”), and Steven Davis (the “Executive”).

Contract
LLC Interest Purchase Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • Delaware

THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”), entered into as of the 17`h day of April, 2003 by and between LOTUS PACIFIC, INC., a Delaware corporation, having offices at 18200 Von Karman Avenue Suite 730, Irvine, CA 92612 (the “Purchaser”), and CARMCO INVESTMENTS, LLC, a Connecticut limited liability company, having offices at 47 Cherry Gate Lane, Trumbull, CT 06611 (the “Seller”).

INDUSTRIAL GROSS LEASE BETWEEN 78 MCCLAIN, L.L.C., AS LANDLORD, AND GO-VIDEO INC., AS TENANT NOVEMBER 15, 1994
Industrial Gross Lease • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • Arizona

THE FOLLOWING BASIC LEASE INFORMATION IS A PART OF THIS LEASE, BUT DOES NOT CONSTITUTE THE ENTIRE LEASE. TENANT ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS CONTAINED IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF AND AGREES THAT THIS LEASE, INCLUDING THE BASIC LEASE INFORMATION AND ALL EXHIBITS, REFLECTS THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF LANDLORD AND TENANT-REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS LEASE PRIOR TO EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER ADVISORS AS TENANT DEEMS APPROPRIATE.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 16th, 2004 • Lotus Pacific Inc • Radiotelephone communications • California

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 11 day of December, 2001, by and between Lotus Pacific, Inc., a Delaware corporation (the “Seller”), and Solomon Extreme International Ltd., a British Virgin Islands limited liability company (the “Purchaser”). The Seller and the Purchaser are referred to collectively herein as the parties.

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