0001103132-04-000040 Sample Contracts

MASTER SERVICE CONTRACT
Master Service Contract • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services • Texas

THIS AGREEMENT (this “Contract”), made and entered into and shall be effective as of this 21st day of July, 2004, by and between the parties herein designated as “Company” and “Contractor”.

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WARRANT AGREEMENT
Warrant Agreement • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services • California

THIS WARRANT AGREEMENT (this "Agreement") is made and entered into as of July , 2004, between Verdisys, Inc, a California corporation (the "Company") and _________________ (“Holder”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services

THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of July ____, 2004 by and between (i) Verdisys, Inc., a California corporation (the "Company"), and (ii) those certain Participants under that certain Subscription Agreement of even date herewith between each Participant and the Company, each of whose signatures shall be included on Exhibit A hereto upon consummation of their respective portion of the private offering of the Company’s common stock on the date hereof (the “Transaction”) (each such Participant a "Stockholder").

PROMISSORY NOTE
Promissory Note • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services
VERDISYS, INC.
Convertible Promissory Note Agreement • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services

Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has checked the box below indicating the basis on which he is representing his status as an “accredited investor”:

Verdisys, Inc. 25025 I-45N, Suite 525 Woodlands, TX 77380 Common Stock at $ _____ per Share With ____% Warrant Coverage at $ _____ per share SUBSCRIPTION AGREEMENT
Subscription Agreement • August 11th, 2004 • Verdisys Inc • Oil & gas field exploration services • Texas
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