0001144204-10-000716 Sample Contracts

Contract
Warrant Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITES LAWS, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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REDEMPTION AGREEMENT
Redemption Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Redemption Agreement (this "Agreement"), effective as of December 31, 2009 (the "Effective Date"), is between WS Technologies LLC, dba Windswept Technologies, an Oregon limited liability company (the "Company"), and Aequitas Capital Management, Inc., an Oregon corporation ("Seller").

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Trademark License Agreement (this "Agreement"), dated and effective as of December 31, 2009 (the "Effective Date"), is between WS Technologies LLC, an Oregon limited liability company ("Licensor") and Aequitas Holdings, LLC, an Oregon limited liability company ("Licensee"). Each of Licensor and Licensee are referred to herein as a "Party" and are collectively, the "Parties."

SERVICING AGREEMENT
Servicing Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Servicing Agreement (this "Agreement") is made as of December 31, 2009, by and between CarePayment, LLC, an Oregon limited liability company ("Owner"), and WS Technologies, LLC, an Oregon limited liability company ("Servicer"). Aequitas Holdings, LLC, an Oregon limited liability company ("Aequitas") is a party to this Agreement solely for purposes of agreeing to Section 8.1.

WS TECHNOLOGIES LLC OPERATING AGREEMENT
Operating Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Operating Agreement is made and entered into as of the Effective Date by microHelix, Inc., an Oregon corporation, Aequitas Capital Management, Inc., an Oregon corporation, and CarePayment, LLC, an Oregon limited liability company, as the initial Members of the Company pursuant to the Act.

CONTRIBUTION AGREEMENT
Contribution Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and microHelix, Inc., an Oregon corporation ("Contributing Party").

AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT (this "Agreement") is entered into effective December 31, 2009, between microHelix, an Oregon corporation (the "Company"), and Aequitas Capital Management, Inc., an Oregon corporation ("Aequitas").

CONTRIBUTION AGREEMENT
Contribution Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and CarePayment, LLC, an Oregon limited liability company ("Contributing Party").

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Investor Rights Agreement (this "Agreement") is made and entered into effective as of December 31, 2009, among microHelix, Inc., an Oregon corporation ("microHelix"), Aequitas Capital Management, Inc., an Oregon corporation ("Aequitas") and CarePayment, LLC, an Oregon limited liability company ("CarePayment").

SUBLEASE (Lake Oswego, Oregon)
Sublease • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

THIS SUBLEASE, dated for reference purposes only December 31, 2009 is by and between Aequitas Capital Management, Inc., an Oregon corporation ("Sublessor") and WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Sublessee").

CONTRIBUTION AGREEMENT
Contribution Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and Aequitas Capital Management, Inc., an Oregon corporation ("Contributing Party").

ROYALTY AGREEMENT
Royalty Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Royalty Agreement (this "Agreement") is entered into effective as of December 31, 2009 (the "Effective Date") by and between WS Technologies LLC, an Oregon limited liability company, doing business as Windswept Technologies (the "Company") and Aequitas Capital Management, Inc., an Oregon corporation ("Aequitas").

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • January 6th, 2010 • Microhelix Inc • Surgical & medical instruments & apparatus • Oregon

This Administrative Services Agreement (this "Agreement") is entered into effective December 31, 2009 (the "Effective Date") between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Windswept"), and Aequitas Capital Management, Inc., an Oregon corporation ("Aequitas").

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