0001047469-03-035490 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

This Agreement is being entered into in connection with a Securities Purchase Agreement dated as of the date hereof between the Purchase and the Company (the "Purchase Agreement") and pursuant to the Note and Warrant.

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Warrant Agreement • October 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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Secured Convertible Note • October 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURITY AGREEMENT
Security Agreement • October 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands

DIGITAL ANGEL CORPORATION SECURITIES PURCHASE AGREEMENT July 31, 2003
Securities Purchase Agreement • October 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of July 31, 2003, by and among Digital Angel Corporation, a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

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