0001091818-09-000008 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of December 29, 2008, by and between Human Biosystems Inc., a corporation organized under the laws of California with its principal executive office at 1127 Harker Avenue, Palo Alto, CA 94301 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • January 13th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of December 29, 2008 by and between Human Biosystems, Inc., a California corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

PROMISORRY NOTE ADDENDUM AND MODIFICATION AGREEMENT
Promissory Note Addendum and Modification Agreement • January 13th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research

THIS ADDENDUM AND MODIFICATION AGREEMENT (“Agreement”) is made effective this 2nd day of January 2009 (the “Effective Date”), by and among Human BioSystems, Inc. (the “Company”) and Dutchess Private Equities Fund, LP, its affiliates and designees (collectively, the “Holder”).

PROMISORRY NOTE ADDENDUM AND MODIFICATION AGREEMENT
Promissory Note • January 13th, 2009 • Human Biosystems Inc • Services-commercial physical & biological research

THIS ADDENDUM AND MODIFICATION AGREEMENT (“Agreement”) is made effective this 2nd day of January 2009 (the “Effective Date”), by and among Human BioSystems, Inc. (the “Company”) and Dutchess Private Equities Fund, Ltd., its affiliates and designees (collectively, the “Holder”).

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