0001071840-05-000007 Sample Contracts

AMENDMENT NO. 1 to the SPONSORED PROJECT AGREEMENT between MicroChannel Technologies Corporation (Sponsor) and the IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY (ISU)
Project Agreement • November 28th, 2005 • Octillion Corp • Biological products, (no disgnostic substances)

WHEREAS the Sponsor and ISU mutually agree to amend the research program under the Sponsored Project Agreement with an effective date of May 1, 2005;

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OPTION AGREEMENT
Option Agreement • November 28th, 2005 • Octillion Corp • Biological products, (no disgnostic substances) • Iowa

This Agreement is made effective as of the date of the last signature to this Agreement by and between Iowa State University Research Foundation, Inc. (hereinafter called “ISURF”), a nonprofit Iowa corporation, and MicroChannel Technologies Corporation (hereinafter called “Company”), a corporation organized and existing under the laws of Nevada;

Form of Subscription Agreement
Subscription Agreement • November 28th, 2005 • Octillion Corp • Biological products, (no disgnostic substances)

Each unit consists of one share of common stock, one Class A non-redeemable warrant to purchase a share of common stock at $.50 per share for a period of 24 months from the date of issuance, and one Class B non-redeemable warrant to purchase a share of common stock at $.55 per share for a period of 36 months from the date of issuance.

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