0001144204-07-013153 Sample Contracts

SUBLICENSE AGREEMENT DISPENSER PRODUCTS
Sublicense Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York

THIS SUBLICENSE AGREEMENT (this "Agreement") is made as of ___ Day of June, 2006 by and between INNOPUMP INC. (“INN”), a corporation formed under the laws of the State of Delaware, having an address at 305 Madison Avenue, New York, New York 10165 (“Innopump”), and VDM HOLDINGS, LLC, (“VDM”) a limited liability company formed under the laws of the State of New York having an address at 305 Madison Avenue, New York, New York 10165 or any majority owned subsidiary thereof.

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INNOPUMP, INC.
Versadial, Inc. • March 16th, 2007 • Services-business services, nec

Reference is hereby made to that certain Sub-License Agreement (“Sub-License”) dated May 25, 2005 (effective June 1, 2005) between Sea Change Group, LLC (“Sea Change”) and Innopump, Inc. (“Innopump”) whereby Innopump acquired the rights of, and agreed to perform the obligations of, Sea Change under the Amended and Restated License Agreement dated January 1, 2003 between you, Gerhard Brugger, (as assignee of Anton Brugger) and Sea Change (“License Agreement”). This letter shall confirm our recent discussions and agreement in connection with certain payments and responsibilities thereunder.

GUARANTY
Guaranty • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York

THIS GUARANTY, is entered into as of August 9, 2006 by INNOPUMP , INC., a Nevada corporation ( the “Guarantor”), in favor of and for the benefit of MELLON HBV MASTER U.S. EVENT DRIVEN FUND, L.P. and MELLON HBV GLOBAL EVENT DRIVEN FUND, L.P. (collectively, the “Investor”).

Contract
Versadial, Inc. • March 16th, 2007 • Services-business services, nec

Amendment No. 1 dated as of July 10, 2006 to Asset Purchase Agreement dated May 25, 2005 (the “Purchase Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Seller”), and Innopump, Inc., a Nevada corporation (“Buyer”).

Carsunlimited.com, Inc. New York, NY 10022
Versadial, Inc. • March 16th, 2007 • Services-business services, nec • New York

To secure the payment of our obligations to you, including the payment of principal and interest of our senior secured convertible redeemable promissory notes in the aggregate principal amount of $7,500,000.00 dated the date hereof payable to you or order (collectively, the "Note"), and to secure the performance of all obligations in your favor under the related Securities Purchase Agreement dated the date hereof among us pursuant to which the Note was issued, and any other agreement securing, guaranteeing or otherwise pertaining to the Note, we hereby grant you a continuing first priority lien and security interest in all our right, title and interest in and to all of our personal property and assets (both tangible and intangible), including, without limitation, the following, whether now owned or hereafter acquired and wherever located: (a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all General Intangibles; all Inventory: (f) all Investment Property; (g) all Deposit Ac

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of August 9, 2006, by and between Carsunlimited.com, Inc., a Nevada corporation (the "Company"), and Mellon HBV Master U.S. Event Driven Fund, L.P. and Mellon HBV Master Global Event Driven Fund, L.P. (each an "Investor" and collectively, the "Investors").

ASSET PURCHASE AGREEMENT May 25, 2005 Sea Change Group LLC to Innopump, Inc.
Asset Purchase Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 25 day of May __, 2005, by and among Sea Change Group LLC, a New York limited liability company (the “Seller”), and Innopump, Inc., a Nevada corporation (the “Buyer”).

Contract
Versadial, Inc. • March 16th, 2007 • Services-business services, nec

Amendment No. 1 dated as of July 13, 2006 to Sub-License, Development and Technology Transfer Agreement dated May 25, 2005 (the “Sub-License Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Licensor”) and Innopump, Inc., a Nevada corporation (“Licensee”).

INNOPUMP, INC. WITH RICHARD HARRITON
Consulting Agreement • March 16th, 2007 • Versadial, Inc. • Services-business services, nec • New York

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

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