0001354488-06-000386 Sample Contracts

ASSET PURCHASE AGREEMENT dated as of June 22, 2006 by and between MFC DEVELOPMENT CORP., a Delaware corporation, On the one hand, and ADSOUTH PARTNERS, INC., a Nevada corporation, ADSOUTH, INC., a Florida corporation, and DERMAFRESH, INC., a Florida...

Asset Purchase Agreement • August 7th, 2006 • MFC Development Corp • Real estate • California

• Contract Type
  Asset Purchase Agreement
• Filed
  August 7th, 2006
• Company
  MFC Development Corp
• Industry
  Real estate
• Jurisdiction
  California

This ASSET PURCHASE AGREEMENT dated as of June 22, 2006 is made and entered into by and between MFC Development Corp., a Delaware corporation (“Purchaser”), on the one hand, and Adsouth Partners, Inc., a Nevada corporation (“ASPR”), Adsouth, Inc., a Florida corporation (“ASI”), Dermafresh, Inc., a Florida corporation (“DFI,” which, along with ASPR and ASI, will be collectively referred to herein as “Seller”), on the other hand. Capitalized terms not otherwise defined herein have the meanings set forth in Section 13.1.

Option Agreement

Option Agreement • August 7th, 2006 • MFC Development Corp • Real estate

• Contract Type
  Option Agreement
• Filed
  August 7th, 2006
• Company
  MFC Development Corp
• Industry
  Real estate

This OPTION AGREEMENT (this “Agreement”) is made as of July 20, 2006, by and between Adsouth Partners, Inc. a Nevada­ corporation (“Adsouth”), and MFC Development Corp., a Delaware corporation (“Buyer”).

MFC DEVELOPMENT CORP. ADSOUTH MARKETING, LLC. CONVERTIBLE NOTE

Convertible Note • August 7th, 2006 • MFC Development Corp • Real estate • California

• Contract Type
  Convertible Note
• Filed
  August 7th, 2006
• Company
  MFC Development Corp
• Industry
  Real estate
• Jurisdiction
  California

FOR VALUE RECEIVED, MFC Development Corp., a Delaware corporation (“MFC”) and Adsouth Marketing, LLC (“Purchaser,” and, together with MFC, the “Company”) hereby jointly and severally promise to pay to the order of Adsouth Partners, Inc., a Nevada corporation (“Payee”), the principal amount of one million five hundred twenty five thousand dollars ($1,525,000) at the time and in the manner set forth in Article 1 of this Note. Interest on the outstanding principal balance shall be paid monthly at the rate of interest set forth in Section 1(a), 1(b) and 1(d) of this Note, as the case may be. Accrued interest shall also be payable at such time as any payment of principal of this Note is made. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.