0001193125-05-066904 Sample Contracts

Contract
Warrant Agreement • March 31st, 2005 • Axesstel Inc • Communications equipment, nec • California

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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RETAIL/INSTITUTIONAL ENGAGEMENT AGREEMENT
Retail/Institutional Engagement Agreement • March 31st, 2005 • Axesstel Inc • Communications equipment, nec • California

This Engagement Agreement (“Agreement”) shall serve to set forth the terms and conditions by which Monico Capital Partners, LLC (“Monico”) will provide financial advisory and other professional services to Axesstel, Inc. (“Company”). Monico will act as the Company’s Placement Agent and assist it in a private offering of its securities (the “Offering”) on a “best efforts” basis, pursuant to the terms and conditions as set forth herein.

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