0000950123-09-062496 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Warrant Agreement • November 16th, 2009 • Genesis Fluid Solutions Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

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AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • November 16th, 2009 • Genesis Fluid Solutions Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment, dated as of October 20, 2009 (this “Amendment”), by and among Genesis Fluid Solutions, Ltd., a Colorado corporation (“GFS”), and Liviakis Financial Communications, Inc., a California corporation (the “Consultant”), amends that certain Consulting Agreement, dated as of May 11, 2009, by and between GFS and Consultant (the “Consulting Agreement”).

CONSULTING AGREEMENT
Consulting Agreement • November 16th, 2009 • Genesis Fluid Solutions Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California

This Consulting Agreement (the “Agreement”), effective as of May 11, 2009, is entered into by and between Genesis FLUID SOLUTIONS, a Colorado company (herein referred to as the “Company”), and Liviakis Financial Communications, Inc., a California corporation (herein referred to as the “Consultant”).

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