0001355451-06-000032 Sample Contracts

Contract
VGTel, Inc. • November 14th, 2006 • Services-business services, nec

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID

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VGTEL, INC. A NEW YORK CORPORATION PRIVATE PLACEMENT MEMORANDUM SUBSCRIPTION DOCUMENTS REGISTRATION RIGHTS AGREEMENT Series A Units
Registration Rights Agreement • November 14th, 2006 • VGTel, Inc. • Services-business services, nec • New York

Each Unit consists of 1 share of common, 1 Series A Warrant, 1 Series B Warrant, 1 Series C Warrant, 1 Series D Warrant. All series of Warrants are exercisable at $0.25 per underlying share.

AMENDMENT TO OFFICER'S LOAN AGREEMENT DATED JULY 18, 2006 Officer's Loan Agreement
Officer's Loan Agreement • November 14th, 2006 • VGTel, Inc. • Services-business services, nec

THIS Amendment dated July 18, 2006, hereby amends the Officer's Loan Agreement dated March 1, 2006 entered into by and between the following parties.

RECIPROCAL SERVICE AGREEMENT THIS AGREEMENT (the "Agreement") is entered into this _____(the "Execution Date") Between with offices at (Hereafter " The Company") And Internet Gold - Golden Lines Ltd with offices at Alexander Yanai 1, Petack Tikva,...
Reciprocal Service Agreement • November 14th, 2006 • VGTel, Inc. • Services-business services, nec

This Agreement, provided it appears to be signed by both Parties, shall be effective as of the date entered above and shall remain in force for a period of 1 year. The Agreement will be automatically renewed for additional periods of 1 year each.

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