0001144204-05-041070 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 27th, 2005 • A21 Inc • Services-business services, nec • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) has been executed by the undersigned subscriber. Upon its acceptance by a21, Inc., a Texas corporation (the “Company”), it will be an agreement, dated the date of such acceptance, by and among the undersigned subscriber (the "Investor") and the Company.

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MINORITY SALE AND PURCHASE AGREEMENT relating to LCJ ACQUISITIONS LIMITED
A21 Inc • December 27th, 2005 • Services-business services, nec • England and Wales

No term of this Agreement shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees) save that the Buyer’s Parent shall be entitled to enforce any term of this Agreement.

MINORITY SALE AND PURCHASE AGREEMENT relating to LCJ ACQUISITIONS LIMITED
Sale and Purchase Agreement • December 27th, 2005 • A21 Inc • Services-business services, nec • England and Wales
EXCHANGE AGREEMENT
Exchange Agreement • December 27th, 2005 • A21 Inc • Services-business services, nec • New York

This Exchange Agreement (the “Agreement”), dated as of the 12th day of October, 2005, is made and entered into by and among a21, Inc., a Texas corporation (“a21”), Clonure Limited an Isle of Mann corporation, Louis Anthony Lockley Ingram and David Jeffrey, (collectively the “Shareholders”).

SALE AND PURCHASE AGREEMENT relating to LCJ ACQUISITIONS LIMITED
Sale and Purchase Agreement • December 27th, 2005 • A21 Inc • Services-business services, nec • England and Wales

The purchase consideration for the Shares shall be as set for the in the Principle Sale Agreement. The Seller acknowledges and agrees to the deposit of not more than $420,000 pursuant to the Principle Sale Agreement into escrow pursuant to the terms of the Escrow Agreement for the purposes of securing the obligations given in the Principle Sale Agreement (including, without limitation, completion account adjustments, claims under warranties and under the Tax Deed (as defined in the Principle Sale Agreement)) and the warranties at clause 5.1 of this Agreement.

MINORITY SALE AND PURCHASE AGREEMENT relating to LCJ ACQUISITIONS LIMITED
A21 Inc • December 27th, 2005 • Services-business services, nec • England and Wales

No term of this Agreement shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees) save that the Buyer’s Parent shall be entitled to enforce any term of this Agreement.

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