0001167966-05-001049 Sample Contracts

SECURITIES PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)
Securities Purchase Agreement • August 3rd, 2005 • Amacore Group, Inc. • Services-business services, nec • New York

With your consent, we have assumed that certificates of public officials dated earlier than the date of this opinion remain accurate from such earlier date through and including the date of this letter. As to matters of fact, we have relied on the representations and warranties made by the parties in the Transaction Documents and on certificates of public officials and the Secretary's Certificate and Officer's Certificate. We have made no independent investigation of the accuracy or completeness of such matters of fact.

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