0001086380-06-000020 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2006 • Naturewell Inc • In vitro & in vivo diagnostic substances • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of March 31, 2006, by and between Naturewell, Incorporated, a corporation organized under the laws of State of Delaware, with its principal executive office at 110 West C Street, Suite 1300, San Diego, CA 92101 (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the "Holder").

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INVESTMENT AGREEMENT
Investment Agreement • April 5th, 2006 • Naturewell Inc • In vitro & in vivo diagnostic substances • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March 31, 2006 by and between Naturewell, Incorporated a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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