0001071840-07-000008 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)
Sponsored Project Agreement • May 15th, 2007 • 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 • May 15th, 2007 • 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;

AMENDMENT NO. 2 to the SPONSORED PROJECT AGREEMENT between MicroChannel Technologies Corporation (Sponsor) and the IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY (ISU)
Sponsored Project Agreement • May 15th, 2007 • 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;

Contract
Registration Rights Agreement • May 15th, 2007 • Octillion Corp • Biological products, (no disgnostic substances) • Nevada

REGISTRATION RIGHTS AGREEMENT, entered into as of the Effective Date (as defined below), by and between OCTILLION CORP., a Nevada corporation, and the Person named on the signature page hereof (the “Purchaser”).

Contract
Subscription Agreement • May 15th, 2007 • Octillion Corp • Biological products, (no disgnostic substances) • Nevada

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S).

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