0001077048-06-000080 Sample Contracts

SERIES A CONVERTIBLE PREFERRED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2006 • Medsonix Inc • Electromedical & electrotherapeutic apparatus • Nevada

THIS SECURITIES PURCHASE AGREEMENT is entered into as of February 18, 2005, by and between Medsonix, Inc, a Nevada corporation (the “Company”); and DaVinci-Franklin Fund I, LLC, a Nevada limited liability company (“DFF-I”).

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ACQUISITION AGREEMENT
Acquisition Agreement • March 14th, 2006 • Medsonix Inc • Electromedical & electrotherapeutic apparatus • Nevada

Agreement dated as of August 26, 2002, between Medsonix, Inc., a corporation organized under the laws of the State of Nevada (“Medsonix”), Sonic Wellness Center, Inc. (“Sonic Wellness”), a corporation organized under the laws of the State of Nevada, and Advanced Acoustic Technologies, a corporation organized under the laws of the State of Nevada (“Advanced Acoustic”), the owners of the Common Stock of Sonic Wellness as listed on Exhibit “A” of this Agreement (the “Sonic Wellness Shareholders”) and the owners of the Common Stock of Advanced Acoustic as listed on Exhibit “A” of this Agreement (the “Advanced Acoustic Shareholders”), who execute and become a party to this Agreement.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 14th, 2006 • Medsonix Inc • Electromedical & electrotherapeutic apparatus • Nevada

This agreement is between Medsonix, Inc., a Nevada Corporation (hereinafter referred to as “Licensee”), and Alphonse Cassone (hereinafter referred to as "Licensor"), and is based upon mutual covenants as set forth below.

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