0001086380-03-000062 Sample Contracts

INTERCREDITOR, SUBORDINATION AND STANDBY AGREEMENT
Intercreditor, Subordination and Standby Agreement • October 17th, 2003 • Naturewell Inc • In vitro & in vivo diagnostic substances • California

This Intercreditor, Subordination and Standby Agreement (the "Agreement") is made as of the 2nd day of September, 2003 by and between NatureWell, Incorporated ("Borrower"), James R. Arabia, which includes Arabia d/b/a Guy Financial or any other d/b/a (together "Arabia"), all other Senior Lender(s) (as defined below) of Borrower and all Subordinated Lender(s) (as defined below) of Borrower.

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • October 17th, 2003 • Naturewell Inc • In vitro & in vivo diagnostic substances • California

THIS AMENDED AND RESTATED SECURITY AGREEMENT ("Agreement") is made as of September 2, 2003 between NatureWell, Incorporated, a Delaware corporation ("Debtor"), and James R. Arabia, an individual ("Secured Party"), who agree as follows:

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