0001144204-08-000763 Sample Contracts

Contract
Warrant Agreement • January 4th, 2008 • Jpak Group, Inc. • Paperboard containers & boxes • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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Re: Letter Agreement
Letter Agreement • January 4th, 2008 • Jpak Group, Inc. • Paperboard containers & boxes • New York

This letter agreement (this “Letter Agreement”) relates to (i) that certain Registration Rights Agreement, dated as of August 9, 2007 (“Registration Rights Agreement”), by and among Jpak Group, Inc. (the "Company"), and the purchasers listed on Schedule I thereto (the “Purchasers”), (ii) those certain Series A Warrants issued by the Company to the Purchasers on August 9, 2007 (the "Series A Warrants"), (iii) those certain Series B Warrants issued by the Company to the Purchasers on August 9, 2007 (the "Series B Warrants") and (iv) those certain Series J Warrants issued by the Company to the Purchasers on August 9, 2007 (the "Series J Warrants").

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