0001129120-00-000002 Sample Contracts

ABM PROCESSING AGREEMENT
Abm Processing Agreement • December 1st, 2000 • Westsphere Asset Corp Inc

TNS Smart Network Inc., a Corporation incorporated under the laws of the Province of Ontario, 191 West Mall Rd., Suite 1000, Etobicoke, Ontario, M9C 5K8.

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AN AGREEMENT made the June 24, 1999 between
Service Agreement • December 1st, 2000 • Westsphere Asset Corp Inc • Ontario

TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario, with registered offices located at 700 Dorval Drive, Suite 202, Oakville, Ontario, Canada, L6K 3V3, (hereinafter referred to as "TCS") and

CONVERTIBLE DEBENTURE WESTSPHERE ASSET CORPORATION PRINCIPAL AMOUNT - ________________in Canadian Funds
Convertible Debenture • December 1st, 2000 • Westsphere Asset Corp Inc

Westsphere Asset Corporation (hereinafter referred to as the "Company") a Company duly incorporated under the laws of the State of Colorado and having its registered office at Suite 800, 303 East 17th Avenue, Denver, Colorado, for value received, hereby promises to pay to _________________________ (hereinafter referred to as the Debenture-holder"), the principal sum of ____________________________(CDN) dollars in Canadian Funds interest free subject to the terms outlined as follows. As the Borrower cannot give any assurance that the Common Stock of the Company will trade on the OTC Bulletin Board or any other public market, and if at the end of one year, from the Date of Advancement the Common Stock of the Company is not listed for trading on the OTC Bulletin Board or any other public market, the Borrower shall accrue interest at the rate of seven (7%) percent per annum payable on the last day of each and every month for the remaining term of the Loan on the amount of the Principal Sum

THIS AGREEMENT dated for reference the 12th day of December 1998 BETWEEN:
Shareholder Agreement • December 1st, 2000 • Westsphere Asset Corp Inc • Colorado

NEWSLINK NETWORK TDS, INC. dba WESTSPHERE ASSET CORPORATION, a company incorporated pursuant to the laws of the State of Colorado and having its business office at Suite #212, 214 - 11th Avenue SE, Calgary, Alberta, T2G 0X8 :

THIS AGREEMENT dated for reference the 7th day of December 1998 BETWEEN:
Partnership Agreement • December 1st, 2000 • Westsphere Asset Corp Inc • Colorado

NEWSLINK NETWORK TDS, INC. dba WESTSPHERE ASSET CORPORATION, a company incorporated pursuant to the laws of the State of Colorado and having its business office at Suite #212, 214 - 11th Avenue SE, Calgary, Alberta, T2G 0X8:

LOAN AGREEMENT THIS AGREEMENT dated as of the ____ day of ____, 2000.
Loan Agreement • December 1st, 2000 • Westsphere Asset Corp Inc • Alberta

WESTSPHERE ASSET CORPORATION, INC.,a Company duly incorporated under the laws of Colorado and having its Registered Office at Suite 800, 303 East 17th Avenue, Colorado, United States, 80203-1260

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