American Group Inc/Fl Watch

from SB-2/A 1 page <page> September 29, 2000 Eric W. Deckinger, President American Group, Inc. ("Amcp") 10570 Hagen Ranch Road Boynton Beach, Florida 33437 Re: Funding Commitment Dear Mr. Deckinger: Please Allow This Letter to Confirm That I Shall Undertake to Raise Between the Sum of $500,000 and $1,500,000 (Or Greater) for Your Company. All Such Funds Advanced Shall Be Considered an Advance of That Certain Promissory Note Date May 26, 1998 and Shall Be Secured by a Participating First Lien on the New Plant and Equipment Being Manufactured by Industrial Conveyor Systems. All or Part of the Total Monies Advanced May Be Classified as a Bridge Loan Which Shall Be Repayable at Such Time Permanent Financing Is Obtained With Respect to the Plant. Any Equity Funding Will Be Structured Through a Single Purpose Limited Liability Entity (Either Partnership or LLC), Which Entity Shall Then Subscribe to Purchase the New Preferred Series C Class of Stock at the Rate of $800.00 Per Share. I Shall Receive No Compensation for Funding the Company. However, the Company Agrees to Reimburse Me, or the Entity, for Any and All Expenses Incurred in Connection With the Formation of the Entity and Its Investment in Moss Relating to Raising the Money, Including Attorney's Fees. in Any Event, the Financing Is Contingent Upon Moss Creditors Converting Their Debt or Other Preferred Stock Into the New Preferred Series as Is Acceptable to Me. Kindly Signify Your Acceptance to the Foregoing by Signing This Letter at the Bottom. Very Truly Yours, Robert I. Claire, Esq. Ric:cg the Foregoing Is Hereby Agreed to This Day of September, 2000. American Group, Inc. By: Eric W. Deckinger, President

from 10SB12G 1 page <page> Promissory Note We Promise to Pay, Six Months From the Date of the Making Hereof, Being the 16th Day of September, 1997, to Lator International, Inc. of Boca Raton, Florida, the Sum of Seventy Five Thousand ($75,000.00) in the Lawful Currency of the United States of America, Plus Simple Interest in the Amount of Ten Percent (10%) Per Annum. This 16th Day of September, 1997 9006-1474 Quebec, Inc. Doing Business as Torland Per: /S/ Louis Zanette Louis Zanette -And- /S/ Louis Zanette Louis Zanette

from 10SB12G 1 page <page> Demand Note for Value Received, the Borrower, 9006-1474 Quebec, Inc., Who Has Execute This Note Below Shall Pay to Lator International, Inc. (The Lender or His or Her Assignee) the Principle Amount of Fifty Thousand Dollars ($50,000), Together With Interest Calculated at Ten Percent (10%), Per Year on the Outstanding Balance. the Entire Amount, Principal and Interest, Shall Be Due and Payable on Demand by Holder of This Note. Failure to Make a Payment by Due Date Shall Be Considered a Default of the Loan. Should a Default Exist for More Than (15) Days, the Borrower Agrees to Pay the Holder of This Note Reasonable Costs of Collection Including Attorney Fees, as Authorized by State Law. Borrower: /S/ Louis Zanette Date October 28, 1997 Louis Zanette

from 10SB12G 1 page <page> Lator International, Inc. 7777 Glades Road, Suite 213 Boca Raton, Florida 33434 July 17, 1997 Louis Zanette, President 9006-1474, Quebec Inc. D/B/a Torland Cp 96 Port-Cartier, Quebec G5b2g7 Canada Re: Loan of $225,000.00 to 9006-1474 Quebec Inc. D/B/a Torland (The "Corporation") Dear Mr. Zanette: Please Allow This Letter to Serve as Our Company's Intent to Loan You and Your Company $225,000.00 by Promissory Note Bearing Interest at Ten (10%) Percent Simple Interest Per Annum (The "Loan"). the Loan Shall Be Repayable by You and Your Company Within Six (6) Months and Shall Be Secured by a Chattel Mortgage/Movable Hypothec on Approximately 34,000 Bales of Sphagnum Peat Moss Harvested by Your Company in Port-Cartier. the Amounts Due Under the Loan Shall Be Repaid as You Ship Peat to US F.O.B. Boynton Beach, Florida. Kindly Signify Your Acceptance to This Letter Agreement by Signing This Letter at the Bottom Where Indicated and Returning to Me via Facsimile. Very Truly Yours, /S/ Manny Shulman Manny J. Shulman, President Ms:cg the Foregoing Letter Agreement Is Hereby Acknowledged and Agreed to This 17th Day of July, 1997. By: /S/ Louis Zanette Louis Zanette, President 9006-1464 Quebec Inc., D/B/a Torland a Corporation Organized and Operating Under the Laws of the Province of Quebec, Canada and Individually

from 10SB12G 1 page <page> Promissory Note We Promise to Pay, Six Months From the Date of the Making Hereof, Being the 16th Day of September, 1997, to Lator International, Inc. of Boca Raton, Florida, the Sum of Seventy Five Thousand ($75,000.00) in the Lawful Currency of the United States of America, Plus Simple Interest in the Amount of Ten Percent (10%) Per Annum. This 16th Day of September, 1997 9006-1474 Quebec, Inc. Doing Business as Torland Per: /S/ Louis Zanette Louis Zanette -And- /S/ Louis Zanette Louis Zanette

from 10SB12G 1 page <page> Demand Note for Value Received, the Borrower, 9006-1474 Quebec, Inc., Who Has Execute This Note Below Shall Pay to Lator International, Inc. (The Lender or His or Her Assignee) the Principle Amount of Fifty Thousand Dollars ($50,000), Together With Interest Calculated at Ten Percent (10%), Per Year on the Outstanding Balance. the Entire Amount, Principal and Interest, Shall Be Due and Payable on Demand by Holder of This Note. Failure to Make a Payment by Due Date Shall Be Considered a Default of the Loan. Should a Default Exist for More Than (15) Days, the Borrower Agrees to Pay the Holder of This Note Reasonable Costs of Collection Including Attorney Fees, as Authorized by State Law. Borrower: /S/ Louis Zanette Date October 28, 1997 Louis Zanette

from 10SB12G 1 page <page> Lator International, Inc. 7777 Glades Road, Suite 213 Boca Raton, Florida 33434 July 17, 1997 Louis Zanette, President 9006-1474, Quebec Inc. D/B/a Torland Cp 96 Port-Cartier, Quebec G5b2g7 Canada Re: Loan of $225,000.00 to 9006-1474 Quebec Inc. D/B/a Torland (The "Corporation") Dear Mr. Zanette: Please Allow This Letter to Serve as Our Company's Intent to Loan You and Your Company $225,000.00 by Promissory Note Bearing Interest at Ten (10%) Percent Simple Interest Per Annum (The "Loan"). the Loan Shall Be Repayable by You and Your Company Within Six (6) Months and Shall Be Secured by a Chattel Mortgage/Movable Hypothec on Approximately 34,000 Bales of Sphagnum Peat Moss Harvested by Your Company in Port-Cartier. the Amounts Due Under the Loan Shall Be Repaid as You Ship Peat to US F.O.B. Boynton Beach, Florida. Kindly Signify Your Acceptance to This Letter Agreement by Signing This Letter at the Bottom Where Indicated and Returning to Me via Facsimile. Very Truly Yours, /S/ Manny Shulman Manny J. Shulman, President Ms:cg the Foregoing Letter Agreement Is Hereby Acknowledged and Agreed to This 17th Day of July, 1997. By: /S/ Louis Zanette Louis Zanette, President 9006-1464 Quebec Inc., D/B/a Torland a Corporation Organized and Operating Under the Laws of the Province of Quebec, Canada and Individually