0000893220-09-000083 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • January 22nd, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

This PLEDGE AGREEMENT, dated as of January 20, 2009 (the “Agreement”), is by and among BMP Sunstone Corporation, a Delaware corporation (the “Company”), the Noteholders identified on the signature pages hereto (each, a “Noteholder” and collectively, the “Noteholders”) and Les Baledge, as agent for the Noteholders (in such capacity, together with his successors in such capacity, the "Agent”).

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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • January 22nd, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS NOTE EXCHANGE AGREEMENT, dated as of January 20, 2009 (the “Agreement”), is entered into by and between BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the person identified as the “Noteholder” on Schedule A hereto (the “Noteholder”, and together with the Company, the “Parties”).

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