Mega Group Inc Watch

from SB-2 2 pages December 12, 2002 Allen W McNair, Jr. Peoples Health Associates, Inc. 4580 Stephens Circle N.W. Suite 200 Canton, Ohio 44718 Reference: Partner Company Financing & Consulting Agreement Between Mega Group, Inc./Small Business Investment Corporation of America, Inc. (Mega/Sbicoa) and Peoples Health Associates, Inc. (Pha) 1. Retention of Mega/Mega/Sbicoa Pha Retains Mega/Sbicoa as an Independent Contractor for the Sole Purpose of Performing the Services Outlined in This Agreement on the Terms and Conditions Set Forth Herein. 2. Mega/Mega/Sbicoa Duties Mega/Mega/Sbicoa Shall Provide the Following Services Pursuant to This Agreement

from 10KSB ~20 pages Agreement and Plan of Exchange, Dated 07/13/00