0001193125-05-071414 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 7th, 2005 • E Centives Inc • Services-business services, nec • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2005, is entered into by and among E-centives, Inc., a Delaware corporation (the “Company”), and the Person (as defined below) named on Schedule I (the “Noteholder”).

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