0001361106-08-000195 Sample Contracts

SULLIVAN & WORCESTER Sullivan & Worcester LLP 1290 Avenue of the Americas New York, NY 10104 T 212 660 3000 F 212 660 3001 www.sandw.com
Letter Agreement • June 24th, 2008 • Amerex Group, Inc. • Refuse systems

Pursuant to the referenced Letter Agreement, we write on behalf of our client, Professional Offshore Opportunity Fund, Ltd. (the "Lender"), to demand that Amerex Group, Inc. (the "Borrower") repurchase the 500,000 shares (the "Shares") issued by Borrower to Lender in connection with the $750,000 Loan referenced in the Letter Agreement. The repurchase price is $700,000.

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