0000912057-02-037599 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2002 • Vcampus Corp • Services-services, nec • Delaware

Registration Rights Agreement, dated effective as of September 30, 2002, by and between VCampus Corporation, a Delaware corporation (the "Company"), and each of the purchasers set forth on Schedule A attached hereto (each individually, a "Purchaser" and collectively, the "Purchasers").

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Warrant Agreement • October 3rd, 2002 • Vcampus Corp • Services-services, nec • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

VCAMPUS CORPORATION SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 3rd, 2002 • Vcampus Corp • Services-services, nec • Delaware

This Securities Purchase Agreement (the "Agreement") is entered into as of the 30th day of September 2002, by and among VCampus Corporation, a Delaware corporation (the "Company"), and the purchasers listed on Exhibit A hereto (the "Purchasers").

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