0001140361-07-020048 Sample Contracts

SHAREHOLDERS’ MANAGEMENT AGREEMENT
Shareholders’ Management Agreement • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software

THIS SHAREHOLDERS’ MANAGEMENT AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2006 by and among PRIORITY SOFTWARE, INC., a Nevada corporation (the “Corporation”), SAM JANKOVICH (“Jankovich”) and PRIVATE CAPITAL PARTNERS, INC., a New York corporation (“PCP”). The Corporation, Jankovich and PCP are sometimes referred to herein as the “Parties” or individually, as a “Party”.

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PRIORITY SOFTWARE, INC.
Priority Software • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software • Nevada

INVESTORSUBSCRIPTION AGREEMENT (the "Subscription Agreement") dated November __, 2006, between PRORITY SOFTWARE, INC., a Nevada corporation (the "Company") and the person or persons executing this Agreement on the last page (the "Subscriber"). All documents mentioned herein are incorporated by reference.

Contract
Common Stock Purchase Warrant • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software • Nevada

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PRIORITY SOFTWARE, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Asset Purchase Agreement • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software • New York
Contract
Release and Settlement Agreement • October 19th, 2007 • EnterConnect Inc • Services-prepackaged software • New York
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