0001078782-04-000130 Sample Contracts

Contract
Warrant Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES (UNLESS THE ISSUER IN ITS SOLE DISCRETION DETERMINES TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL TO THE HOLDER AND ANY SUCH OPINION OF SUCH COUNSEL TO BE REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION OF SUCH NOTE UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 5, 2004, by and among Chembio Diagnostics, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

LOCK-UP AGREEMENT
Lock-Up Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • New York

THIS AGREEMENT (this "Agreement"), dated as of May 5, 2004 by and among Chembio Diagnostics, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders")

SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of May 5, 2004 among CHEMBIO DIAGNOSTICS, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock and Warrant Purchase Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • New York

This SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of May 5, 2004 by and among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • Delaware

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of May 1, 2004, by and among Chembio Diagnostic Systems Inc., a Delaware corporation (the “Company”), Trading Solutions.com, Inc., a Nevada corporation (“Parent”), and New Trading Solutions, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") entered into as of this 3rd day of March 2004, by and among Trading Solutions.com, Inc., a Nevada corporation ("TSLU"), New Trading Solutions, Inc., a Nevada corporation and a wholly-owned subsidiary of TSLU ("Merger Sub"), and Chembio Diagnostic Systems, Inc., a Delaware corporation ("Chembio"). TSLU, Merger Sub and Chembio are referred to collectively herein as the "Parties".

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2004 • Trading Solutions Com Inc • Investment advice

WHEREAS, the Company requires and will continue to require services relating management advisement, strategic planning and marketing in connection with its business, and additional services related to the Company becoming a publicly trading and reporting company; and

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