0001104659-06-056322 Sample Contracts

Contract
Warrant Agreement • August 22nd, 2006 • Sweet Success Enterprises, Inc • Wholesale-groceries, general line • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SWEET SUCCESS ENTERPRISES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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Contract
Secured Convertible Note • August 22nd, 2006 • Sweet Success Enterprises, Inc • Wholesale-groceries, general line • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SWEET SUCCESS ENTERPRISES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 22nd, 2006 • Sweet Success Enterprises, Inc • Wholesale-groceries, general line • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August , 2006, by and among Sweet Success Enterprises, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

SECURITY AGREEMENT
Security Agreement • August 22nd, 2006 • Sweet Success Enterprises, Inc • Wholesale-groceries, general line • New York
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