Bernard Allan & Edwards Inc Watch

from SB-2/A ~10 pages General Agent Agreement

from SB-2/A ~20 pages Clearing Agreement

from SB-2/A ~10 pages Inedependent Contractor Agreement

from SB-2 1 page Bernard, Allan & Edwards, Inc. Stock Purchase Warrant Agreement Name(s) of Warrant Owners(s) Number of Warrants Owned: Warrant a Warrant B Warrant Terms: Warrant a Allows the Above Named Owner(s) the Right to Acquire Eight (8) Shares of the Company's Common Stock for Each of Warrant a Owned at the Exercise Price of the $1.25 Per Share. Warrant B Allows the Above Named Owner(s) the Right to Acquire Two and One-Half (2 1/2) Shares of the Company's Common Stock for Each Warrant B Owned at the Exercise Price of $4.00 Dollars Per Share. the Warrants Cannot Be Exercised Until the Effective Date of a Registration Statement to Be Filed With Securities Exchange Commission (SEC) for the Purpose of Registering the Common Stock and Warrants. Warrant a Will Expire Twelve Months From Said Effective Date, and Warrant B Will Expire 18 Months From Said Date. the Warrants Will Remain Effective During the Exercise Period, and the Company's Board of Directors Has the Right to Extend Expiration Dates as Long as the Registration Statement Filed With the SEC Is Kept Current. the Board of Directors as Other Rights Involving the Modification of the Warrants if It Feels It Is in the Best Interests of the Corporation and Its Shareholders. the Company Will Have the Right to Call the Warrants Upon Thirty (30) Days Written Notice to Warrant Owners, and It Will Pay Two Cents ($.02) Per Warrant for Each Warrant Not Exercised. if Called the Warrant Owners Will Have the Immediate Right to Exercise All or Part of Warrants Owned. Warrant a a Cannot Be Called Unless the Bid Price of the Company's Common Stock Is Two Dollars ($2.00) or Higher for a Period of Twenty (20) Consecutive Trading Days, and Warrant B Cannot Be Called Unless the Bid Price of the Common Stock Is Five Dollars ($5.00) or More for Twenty (20) Consecutive Trading Days. by Order of the Board of Directors /S/ John T. McLaughlin, President

from SB-2 ~10 pages Incentive Stock Option Plan

from SB-2 1 page Bernard, Allan & Edwards, Inc. Stock Purchase Warrant Agreement March 26, 2001 Warrant Owner: Heartland Diversified Industries, Inc. 1016 Shore Acres Drive Leesburg, Florida 34748 Number of Warrants Owned: Two Hundred Thousand (200,000) Warrant Terms: This Warrant Allows the Above Named Owner, Heartland Diversified Industries, Inc. (Hdi), the Right to Acquire Two Hundred Thousand (200,000) Shares of the Common Stock of Bernard, Allan & Edwards, Inc, (The "Company"), in Whole or in Part, During the Exercise Period, at the Exercise Price of Four Dollars and Fifty Cents ($4.50) Per Share. Upon Receipt of Written Notice to the Company or Its Transfer Agent Stating That Hdi Wishes to Exercise Its Warrants, and With Said Notice a Check Is Included for the Total Exercise Amount Made Payable to the Company or Its Transfer Agent, a Stock Certificate Will Be Issued to Hdi Without a Restrictive Legend. the Warrants Cannot Be Exercised Until the Effective Date of a Registration Statement to Be Filed With a Securities Exchange Commission (SEC), Which Will Include the Registration of the 200,000 Shares of Common Stock Underlying the Warrants. the Warrants Will Expire Thirty Six (36) Months From the SEC Effective Date. the Company's Board of Directors Has the Right to Extend the Expiration Date, and Hdi Shall Have the Right to Transfer or Assign Said Warrants at Any Time in Compliance With Federal and State Scurities Laws. Upon Any Changes in the Company's Capital Structure, Such as a Split, Merger, Etc., the Warrants Will Be Adjusted on the Same Basis as the Common Stock. by Order of the Board of Directors Bernard, Allan & Edwards, Inc. /S/ Michael B. McLaughlin, CEO and Secretary