0001139020-06-000045 Sample Contracts

MANAGING DEALER WARRANT AGREEMENT
Managing Dealer Warrant Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

THIS MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of October 10, 2005, is made and entered into by and between TASKPORT, INC., a California corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a California corporation (“Brookstreet” or the “Warrantholder”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of August 15, 2005 (the “Effective Date”) by Taskport, Inc., a California corporation (the “Company”), and the investor listed on the signature page hereof (the “Investor”), in connection with purchase by the Investor of shares of the common stock of the Company (as defined below) at a purchase price of $2.00 per share (the “Common Shares”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 13th, 2006 • Expert Systems Inc • Wholesale-misc durable goods • California

This Agreement and Plan of Merger (the “Agreement”) dated as of February 6, 2006, is entered into by and among Expert Systems, Inc., a Nevada corporation ("EXSI"), EXSI Acquisition Corp., a California corporation and a newly-formed, wholly-owned subsidiary of EXSI ("Acquisition Sub"), and Taskport, Inc., a California corporation ("Taskport").

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