0001137171-03-000022 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16 , 2002 by and between AMS HOMECARE INC., a B.C. corporation, with its principal office located at 1498 Cliveden Avenue Delta, BC Canada V3M6L9 (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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EQUITY LINE OF CREDIT AGREEMENT
Equity Line of Credit Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies • New Jersey

AGREEMENT dated as of the 16th day of August 2002 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and AMS HOMECARE INC., a corporation organized and existing under the laws of the Province of British Columbia (the "Company").

SOLE DISTRIBUTION AGREEMENT
Sole Distribution Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies

This Agreement is between GRS MEDICAL (PROPRIETARY) LIMITED, of 17 Faraday Street, Village Main, Johannesburg, South Africa ("GRS") and THREE KAY ENTERPRISES INC. ("TKE"), 4820 Camlann Court, Richmond B.C., V7C 4SI, Canada ("The Distributor"), a division of AMS Homecare Inc.

DISTRIBUTOR AGREEMENT
Distributor Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies • British Columbia

This is an agreement between Shoprider Canada Mobility Products, 1498 Cliveden Avenue, Annacis Island, Delta, British Columbia, V3M-6L9, hereinafter referred to as DISTRIBUTOR and NYACC Designs Ltd., 720 - 999 West Broadway, Vancouver, British Columbia, V5Z-1K5, hereinafter referred to as SUPPLIER.

MANUFACTURING AND DISTRIBUTION AGREEMENT
Manufacturing and Distribution Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies • Delta
SALE PURCHASE AGREEMENT
Sale Purchase Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies
FORM 5D ESCROW AGREEMENT (SURPLUS SECURITY)
Escrow Agreement • January 24th, 2003 • Ams Homecare Inc • Wholesale-medical, dental & hospital equipment & supplies • Alberta

CANOIL EXPLORATION CORPORATION, a British Columbia company, having an office at 1498 Clivedon Avenue, Delta, British Columbia, V3M 6L9

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