Common use of PRICING OF COMMON STOCK Clause in Contracts

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company 's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx Xxxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he or she has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ By: /s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- -------------------------- Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSFONEFRIEND, By:/s/ Xxxxx INC. By: /s/ Xxxxxxxx Xxxxxx ------------------------------------------- Xxxxx --------------------- Xxxxxxxx Xxxxxx, Chief Executive Officer President LIST OF EXHIBITS ----------------- ---------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel [reserved] EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C REGISTRATION RIGHTS AGREEMENT ----------------------------- EXHIBIT D BROKER REPRESENTATION LETTER ---------------------------- [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems FoneFriend, Inc. Dear __________________: It is our understanding that the FormForm ______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems FoneFriend, Inc. on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems FoneFriend, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * # SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company 's Company’s agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ By: /s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSCAL-BAY INTERNATIONAL, By:/s/ Xxxxx INC. By: /s/Xxxxxx ------------------------------------------- Xxxxx XxxxxxXxxxxxxx Xxxxxx Xxxxxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S ’S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Cal-Bay International, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Cal-Bay International, Inc.on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Cal-Bay International, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________ cc: . EXHIBIT E EXHIBIT F Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Cal-Bay International, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: ____________________ Regards, ________________________ Xxxxxx Xxxxxxxx Cal-Bay International, Inc. EXHIBIT G PUT SETTLEMENT SHEET Date: Xxx, Pursuant to the Put given by Cal-Bay International, Inc. to Dutchess Private Equities Fund, L.P. on _________________ 200x, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate baring no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send Fedex Priority Overnight to: XXXXXX Once these shares are received by us, we will break have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx Date Price Date of Day 1 Closing Bid of Day 1 Date of Day 2 Closing Bid of Day 2 Date of Day 3 Closing Bid of Day 3 Date of Day 4 Closing Bid of Day 4 Date of Day 5 Closing Bid of Day 5 Lowest 1 (one) Closing Bid in Pricing Period Put Amount Amount Wired to Company Purchase Price (95% (ninety-five percent))

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE XXXXXXXXX PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. Xxxxxxxx/s/Douglas H. Leighton --------------------------------------- By:Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxMembex /s/Carol Slavin --------------------------------------- By: Carol Slavin, Chief Executive Officer Officxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ ---------------------- ---------------------- ---------------------- Re: Human Biosystems 12 to 20 Plus, Incorporated Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems 12 to 20 Plus, Incorporated on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems 12 to 20 Plus, Incorporated are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________----------------------

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxBy:____________________________ Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMSPAYMENT DATA SYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxXXX. Xx__________________________________ Michael Long, Chief Executive Officer LIST XXXX OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Payment Data Systems, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Payment Data Systems, Inc.on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Payment Data Systems, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * 24 SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxBy: /s/ Douglas H. Leighton ------------------------------------ Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMSManaginx Xxxxxx XXXXXXXON PHARMACEUTICALS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxINC. By /s/ Paul Desjourdy ------------------------------------------ Paul Desjourdy, Chief Executive Officer Financxxx Xxxxxxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A 27 EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ ---------------------- Re: Human Biosystems Symbollon Pharmaceuticals, Inc.. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems Symbollon Pharmaceuticals, Inc..on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Symbollon Pharmaceuticals, Inc.. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________---------------------- cc: . EXHIBIT E EXHIBIT F Date:

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx By: /s/ Douglas H. Leighton ------------------------------------ Douglas X. Xxxxxxxx, Managing Xxxxxing Member HUMAN BIOSYSTEMSOPHTHALMIC IMAGING SYSTEMS By /x/ Xxxxx Xxxxxxx ------------------------------------ Ariel Shenhar, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx Xxxxxx, Chief Executive Xxxxxcial Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions -------------------------------------------------------------------------------- EXHIBIT A -------------------------------------------------------------------------------- EXHIBIT B -------------------------------------------------------------------------------- EXHIBIT C -------------------------------------------------------------------------------- EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ -------------------------------------------------------------------------------- Re: Human Biosystems OPHTHALMIC IMAGING SYSTEMS Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems Ophthalmic Imaging Systems, on Form _____ on __________, 2004 200X was declared effective on _________, 2004. 200X. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Ophthalmic Imaging Systems, are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________.

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxBy:____________________________ Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxMembxx CHINA DIRECT TRADING CORPORATION By__________________________________ Howard Ullman, Chief Executive Officer Offxxxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions SCHEDULE ONE: ADDITIONAL DISCLOSURES THE COMPANY WILL REINSERT THE DISCLOSURE MADE FOR THE SUN TRUST LOAN, AS DISCLOSED IN THE DESCRIPTION OF LEGAL MATTERS IN THE COMPANY'S FORM 10K-SB FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002. THE PURCHASER OF SUN TRUST'S NOTE HAS RECENTLY ASKED THE COMPANY TO ISSUE SHARES TO SETTLE THE NOTE. THE POSITION OF THE COMPANY IS THAT THE COMPANY IS NOT OBLIGATED TO PAY THE NOTE AND THE ENFORCEMENT OF THE NOTE IS BARRED BY LACHES AND STATUTE OF LIMITATIONS. SCHEDULE TWO: LITIGATION THE COMPANY WILL REINSERT THE DISCLOSURE MADE FOR THE SUN TRUST LOAN, AS DISCLOSED IN THE DESCRIPTION OF LEGAL MATTERS IN THE COMPANY'S FORM 10K-SB FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002. THE PURCHASER OF SUN TRUST'S NOTE HAS RECENTLY ASKED THE COMPANY TO ISSUE SHARES TO SETTLE THE NOTE. THE POSITION OF THE COMPANY IS THAT THE COMPANY IS NOT OBLIGATED TO PAY THE NOTE AND THE ENFORCEMENT OF THE NOTE IS BARRED BY LACHES AND STATUTE OF LIMITATIONS. A SHAREHOLDER HAS ASSERTED THAT IT OWNS 70,000 SHARES OF SERIES A PREFERRED STOCK FROM THE ACQUISITION OF CYBERQUEST, INC. THE COMPANY IS INVESTIGATING THE MATTER. THE RIGHTS OF SAID CLASS OF STOCK ARE: EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile AttentionSERIES A: ______________________ ______________________ ______________________ ReREDEEMABLE PREFERRED STOCK PROVISIONS The Series A: Human Biosystems Dear __________________: It is our understanding that Redeemable Preferred Stock (the Form______ Registration Statement bearing SEC File Number ( ___-______Preferred Stock or the Series A Preferred Stock) filed by Human Biosystems on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ consist of one (1) series of Seventy Thousand (70,000) shares of the common preferred stock of Human Biosystems are being sold on behalf CBQ, Inc., (Company), with each share to be identical to every other in all respects. The following sets forth the provisions of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________Series A Preferred Stock.

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxDouglas H. Leighton ---------------------------------------- Douglas H. Leighton, Managing Managixx Member HUMAN BIOSYSTEMSGK INTELLIGENT SYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxINC. By /s/ Gary Kimmons -------------------------------------- Gary Kimmons, Chief Executive Officer Executixx Xxxxxxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________Transactions

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx By: /s/ Douglas H. Leighton ------------------------------------ Douxxxx X. Xxxxxxxx, Managing Xanaging Member HUMAN BIOSYSTEMSOPHTHALMIC IMAGING SYSTEMS Xx: /x/ Xxxxx Xxxxxar ------------------------------------ Ariel Shexxxx, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx Xxxxxx, Chief Executive Xinancial Officer LIST OF EXHIBITS ----------------- ---------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ ---------- Re: Human Biosystems OPHTHALMIC IMAGING SYSTEMS Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems Ophthalmic Imaging Systems, on Form _____ on __________, 2004 200X was declared effective on _________, 2004. 200X. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Ophthalmic Imaging Systems, are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________cc: . EXHIBIT E EXHIBIT F Date:

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * - * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxBy:____________________________ Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMSMxxxxx XXXXXXX XXXA SYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxINC. By__________________________________ Michael Long, Chief Executive Officer Oxxxxxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Payment Data Systems, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Payment Data Systems, Inc.on Form _____ on __________, 2004 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Payment Data Systems, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENTBTF, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxBy:____________________________ Xxxxxx Imbassahy, Managing Member HUMAN BIOSYSTEMSPROBE MANUFACTURING, By:/s/ Xxxxx INC. By:__________________________________ Xxxxxx ------------------------------------------- Xxxxx XxxxxxXxxxx, Chief Executive Officer CEO LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions Investment Agreement - 2 EXHIBIT A Investment Agreement - 3 EXHIBIT B Investment Agreement - 4 EXHIBIT C Investment Agreement - 5 EXHIBIT D [BROKER'S ’S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Probe Manufacturing, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Probe Manufacturing, Inc.on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems are Probe Manufacturing, Inc.are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________ cc: . Investment Agreement - 6 EXHIBIT E Investment Agreement - 7 EXHIBIT F Date: RE: Put Notice Number __ Dear Xx. Xxxxx, This is to inform you that as of today, Probe Manufacturing, Inc., Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require BTF, LLC. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: ____________________ Regards, ________________________ Xxxxxx Xxxxx, CEO Probe Manufacturing, Inc. EXHIBIT G PUT SETTLEMENT SHEET Date: Xxxxxx Xxxxx, Pursuant to the Put given by Probe Manufacturing, Inc., to BTF, LLC. on _________________ 200x, we are now submitting the amount of common shares for you to issue to BTF, LLC. Please have a certificate baring no restrictive legend totaling __________ shares issued to BTF, LLC immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send Fedex Priority Overnight to: XXXXXX Once these shares are received by us, we will break have the funds wired to the Company. Regards, Xxxxxx Imbassahy Date Price Date of Day 1 Closing Bid of Day 1 Date of Day 2 Closing Bid of Day 2 Date of Day 3 Closing Bid of Day 3 Date of Day 4 Closing Bid of Day 4 Date of Day 5 Closing Bid of Day 5 Lowest 2 (two) Closing Bids in Pricing Period Put Amount Amount Wired to Company Purchase Price (93% (ninety-three percent))

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx /s/ Dxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx ---------------------------------- Dxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSB2DIGITAL, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxINC. /s/ Rxxxxx Xxxxxxx ---------------------------------- Rxxxxx Xxxxxxx, Chairman of the Board of Directs, Chief Executive Officer & President /s/ Mxxxxx Xxxxxxxxxx ---------------------------------- Mxxxxx Xxxxxxxxxx, Interim Chief Financial Officer, Director & Secretary LIST OF EXHIBITS ----------------- ------------------ EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a------------------- SCHEDULE 4(A) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions SUBSIDIARIES EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile AttentionATTENTION: ______________________ ______________________ ______________________ ---------- -------------------------------------------------------------------------------- Re: Human Biosystems B2Digital, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems B2Digital, Inc., on Form _____ on __________, 2004 200X was declared effective on _________, 2004. 200X. This letter shall confirm that ______________ shares of the common stock of Human Biosystems B2Digital, Inc., are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________.

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- By:____________________________ Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxXXXX XXXXX CORPORATION By__________________________________ Xxxx Xxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- ------------------ EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a------------------- SCHEDULE 4(A) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions SUBSIDIARIES EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile AttentionATTENTION: ______________________ ______________________ ______________________ ---------- Re: Human Biosystems Xxxx Xxxxx Corporation. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems Xxxx Xxxxx Corporation, on Form _____ on __________, 2004 200X was declared effective on _________, 2004. 200X. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Xxxx Xxxxx Corporation, are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________,

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * Investment Agreement - 23 SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ By: /s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- ------------------------------- Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSINTEGRATED BUSINESS SYSTEMS AND SERVICES, By:/s/ Xxxxx INC. By /s/ Xxxxxx ------------------------------------------- Xxxxx XxxxxxX. Xxxxxxxxxx -------------------------------- Xxxxxx Xxxxxxxxxx, Chief Executive Officer Investment Agreement - 24 LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F C Put Notice EXHIBIT G D Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions Investment Agreement - 25 EXHIBIT A Investment Agreement - 26 EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ___________________________ ___________________________ ___________________________ Re: Human Biosystems Integrated Business Systems and Services, Inc. Dear ______________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Integrated Business Systems and Services, Inc.on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Integrated Business Systems and Services, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, __________________________ cc: . Investment Agreement - 29 DATE PRICE Date of Day 1 Closing Bid of Day 1 Date of Day 2 Closing Bid of Day 2 Date of Day 3 Closing Bid of Day 3 Date of Day 4 Closing Bid of Day 4 Date of Day 5 Closing Bid of Day 5 LOWEST 1 (ONE) BID IN PRICING PERIOD PUT AMOUNT AMOUNT WIRED TO COMPANY PURCHASE PRICE (95% (NINETY-FIVE PERCENT)) AMOUNT OF SHARES DUE The undersigned has completed this Put as of this ___th day of _________, 20xx. Integrated Business Systems and Services, Inc. __________________________ Xxxxxx Xxxxxxxxxx, CEO

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The Your signature of the authorized representative of the on this Signature Page evidences the Company 's your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ /s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- By:____________________________ Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSFORCE PROTECTION, By:/s/ INC /s/ Xxxxxxx Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxBy__________________________________ Xxxxxxx Xxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems Force Protection, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems Force Protection, Inc. on Form _____ on __________, 2004 2003 was declared effective on _________, 2004. This letter shall confirm that ______________ shares of the common stock of Human Biosystems Force Protection, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, _______________________ EXHIBIT E EXHIBIT F Date:

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxx. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ By:_/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Leighton___________________ Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMSCOMPUMED, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx XxxxxxINC. By__/s/ Xxxx X. McLaughlin____________________________ Xxxx X. XxXxxxxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Pt Notice EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ______________________ ______________________ ______________________ Re: Human Biosystems CompuMed, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems CompuMed, Inc., on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock Common Stock of Human Biosystems CompuMed, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company Company's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company in this Investment Agreement are true and accurate, and on behalf of the Company, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. XxxxxxxxDouglas H. Leighton ------------------------------------ Douglas H. Leighton, Managing Member HUMAN BIOSYSTEMSASSURE ENERGY, By:/s/ Xxxxx INC. By: /s/ Xxxxxx ------------------------------------------- Xxxxx XxxxxxXxxxxx ------------------------ Harvey Lalach, Chief Executive Officer Presixxxx LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G C Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile AttentionDate: RE: Put Notice Number __ Dear Mr. Leighton, This is to inform you that as of today, Assure Energx, Xxx., xx Alberta, Canada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: ------------------------ Regards, ------------------------ Harvey Lalach President EXHIBIT C PUT SETTLEMENT SHEET Date: Harvey, Pursuant to the Put given by Assure Energy, Inc.. to Dutcxxxx Private Equities Fund, L.P. on _________________ ______________________ ______________________ Re: Human Biosystems Dear __________________: It is our understanding that 200x, we are now submitting the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Form _____ on __________, 2004 was declared effective on _________, 2004amount of common shares for you to issue to Dutchess. This letter shall confirm that ____Please have a certificate baring no restrictive legend totaling __________ shares of issued to Dutchess Private Equities Fund, LP immediately and send via DWAC to the common stock of Human Biosystems following account: XXXXXX If not DWAC eligible, please send Fedex Priority Overnight to: XXXXXX Once these shares are being sold on behalf of __________________ and that received by us, we shall comply with will break have the prospectus delivery requirements set forth in that Registration Statement by filing funds wired to the same with the purchaserCompany. If you have any questions please do not hesitate to call. SincerelyRegards, ______________________Douglas H. Leighton

PRICING OF COMMON STOCK. For purposes of this Agreement, the bid Best Bid price of the Common Stock in this Agreement shall be as reported on Xxxxxxxxx.xxxBloomberg.com. * * * SIGNATURE PAGE OF INVESTMENT AGREEMENT The signature of the authorized representative of the on this Signature Page evidences the Company 's agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the Company undersigned in this Investment Agreement are true and accurate, and on behalf of the Companyand, agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By:/s/ Xxxxxxx X. Xxxxxxxx ----------------------------------------- Xxxxxxx X. Xxxxxxxx, Managing Member HUMAN BIOSYSTEMS, By:/s/ Xxxxx Xxxxxx ------------------------------------------- Xxxxx Xxxxxx, Chief Executive Officer LIST OF EXHIBITS ----------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: By:____________________________ Douglas H. Leighton, Managing Member ORGANITECH USA, INC. By__________________________________ ______________________ Lior Hessel, Chief Executive Officer Investment Agreement - 26 LIST OF EXHIBITS ---------- EXHIBIT A Registration Rights Agreement EXHIBIT B Broker Representation Letter EXHIBIT C Board Resolution EXHIBIT D Put Notice EXHIBIT E Put Settlement Sheet LIST OF SCHEDULES ---------- Schedule 4(a) Subsidiaries Investment Agreement - 27 EXHIBIT A EXHIBIT B [BROKER'S LETTERHEAD] Date Via Facsimile Attention: ---------------------- ---------------------- ---------------------- Re: Human Biosystems Organitech USA, Inc. Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Human Biosystems on Organitech USA, Inc.on Form _____ on __________, 2004 2003 was declared effective on _________, 20042003. This letter shall confirm that ______________ shares of the common stock of Human Biosystems are Organitech USA, Inc.are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________.