0001144204-08-063959 Sample Contracts

Contract
Sub-License, Development and Technology Transfer Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries

Amendment No. 5 dated as of June 30, 2008 to Sub-License, Development and Technology Transfer Agreement dated May 1, 2005, as amended by Amendment No. 1 dated July 13, 2006, Amendment No. 2 dated April 1, 2007, Amendment No. 3 dated September 18, 2007, and Amendment No. 4 dated January 15, 2008 (as so amended, the “Sub-License Agreement”) between Sea Change Group, LLC, a New York limited liability company (“Licensor”) and Innopump, Inc., a Nevada corporation (“Licensee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries • New York

SECURITIES PURCHASE AGREEMENT effective as of the Closing of the purchase of Shares provided for herein, between VERSADIAL, INC. (a Nevada corporation, referred to herein as the "Company"), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries

Amendment effective as of April 21, 2008 (“Amendment”) to Consulting Agreement dated April 22, 2005 (“Consulting Agreement”) between Park Avenue Consulting, LLC (“Consultant”) and Innopump, Inc. (“Company”).

VERSADIAL, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2008 • Versadial, Inc. • Miscellaneous manufacturing industries • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 11, 2008, is made by and between VERSADIAL, INC., a Nevada corporation (the “Company”), and the individuals and entities whose names are set forth on the signature page hereto (each an “Investor” or “Holder”, and collectively the “Investors” or the “Holders”).

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