0001013762-08-000906 Sample Contracts

PURCHASE AND ASSIGNMENT AGREEMENT
Purchase and Assignment Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

THIS PURCHASE AND ASSIGNMENT AGREEMENT (this "Agreement"), is made on April 9 ___, 2008, among Westek Ltd. (“Westek” or the “Assignor”), Medical Diagnostic Innovations Ltd. (the “Assignee”), and In Veritas Medical Diagnostics, Inc. (the "Company").

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WARRANT Original Issue Date: April ___, 2008
Warrant Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus • Colorado

THIS CERTIFIES THAT, FOR VALUE RECEIVED, ________ or its registered assigns (“Holder”) is entitled to purchase from In Veritas Medical Diagnostics, Inc. (the “Company”), on the terms and conditions hereinafter set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the seventh anniversary of the Original Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the next succeeding day on which the Company is open for business (such date is the “Expiration Date”), but not thereafter, to purchase up to ___________ shares of the Common Stock, par value $.001 per share (the “Common Stock”), of the Company, at a purchase price of $0.02 per share (the “Exercise Price”), such number of shares and Exercise Price being subject to adjustment upon the occurrence of the contingencies set forth in this Warrant. Each share of Common Stock as to which this Warrant is exercisable is a “Wa

INVESTMENT AGREEMENT
Investment Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

INVESTMENT AGREEMENT (this "Agreement"), dated as of April 21, 2008 by and between InVeritas Medical Diagnostics, Inc., a Colorado corporation (the "Company"), and Graham Cooper (the "Investor").

AMENDMENT TO PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS AMENDMENT TO THE PLEDGE AND ESCROW AGREEMENT (this “Amendment”) is made as of April 22, 2008, by and among Montgomery Equity Partners Ltd. (“Montgomery”), InVeritas Medical Diagnostics, Inc. (the “Company”) and David Gonzalez, Esq., as escrow agent (the "Escrow Agent").

Contract
Debt Conversion Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO ROYALTY PARTICIPATION AGREEMENT
Royalty Participation Agreement • April 24th, 2008 • In Veritas Medical Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 to Royalty Participation Agreement (this "Agreement"), is made as of April 21, 2008, among the parties listed on the signature page hereto (the “RPA Holder”), and In Veritas Medical Diagnostics, Inc. (the "Company").

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