EXHIBIT 10.2 THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE...Convertible Note • April 27th, 2005 • Advantage Capital Development Corp • Blank checks • New York
EXHIBIT 10.4 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 25th day of August 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and CEC INDUSTRIES CORP., a corporation...Standby Equity Distribution Agreement • April 27th, 2005 • Advantage Capital Development Corp • Blank checks • Nevada
