0001213900-06-001395 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2006 • Somerset International Group,inc. • Communications equipment, nec • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of October 24, 2006, by and between Somerset International Group, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 90 Washington Valley Road, Bedminster, NJ 07921 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • October 26th, 2006 • Somerset International Group,inc. • Communications equipment, nec • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 24, 2006 by and between Somerset International Group, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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