0001086380-05-000006 Sample Contracts

ADDENDUM TO LETTER AGREEMENT
Letter Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This ADDENDUM TO LETTER AGREEMENT (the "Addendum") is entered into as of December 28, 2004 (the "Effective Date") by and between Milan Mandaric ("Mandaric") and NatureWell, Incorporated (the "Company") with reference to the following:

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LETTER AGREEMENT
Letter Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated (the "Company") and Timothy R. Scott ("Scott") and is made effective as of February 21, 2005 (the "Effective Date"). The Company and Scott agree as follows:

GUARANTY AGREEMENT
Guaranty Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances • California

Milan Mandaric ("Guarantor") and NatureWell, Incorporated (the "Company") hereby enter into this Guaranty Agreement (the "Guaranty" or "Mandaric Guaranty") as of December 28, 2004 (the "Effective Date") for the express benefit of any party that holds an Investor Note (defined below) issued by the Company.

LETTER AGREEMENT
Convertible Note Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated (the "Company") and Robert T. Malasek ("Malasek") and is made effective as of February 21, 2005 (the "Effective Date"). The Company and Malasek agree as follows:

LETTER AGREEMENT
Letter Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated (the "Company") and John W. Huemoeller ("Huemoeller") and is made effective as of February 21, 2005 (the "Effective Date"). The Company and Huemoeller agree as follows:

LETTER AGREEMENT
Letter Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated (the "Company") and James R. Arabia ("Arabia") and is made effective as of February 21, 2005 (the "Effective Date"). The Company and Arabia agree as follows:

LETTER AGREEMENT
Convertible Note Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances

This LETTER AGREEMENT (the "Agreement") is entered into by and between NatureWell, Incorporated (the "Company") and Donald Brucker ("Brucker") and is made effective as of February 21, 2005 (the "Effective Date"). The Company and Brucker agree as follows:

LETTER AGREEMENT
Guaranty Agreement • February 22nd, 2005 • Naturewell Inc • In vitro & in vivo diagnostic substances • California

This Letter Agreement (the "Agreement") is entered into as of December 28, 2004 (the "Effective Date") by and between Milan Mandaric ("Mandaric") and NatureWell, Incorporated (the "Company") with reference to the following facts:

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