0001144204-10-036772 Sample Contracts

12% CONVERTIBLE DEBENTURE DUE MAY 13, 2012
American Scientific Resources Inc • July 6th, 2010 • Surgical & medical instruments & apparatus • Florida

THIS12% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Convertible Debentures of AMERICAN SCIENTIFIC RESOURCES, INCORPORATED, a Nevada corporation, (the “Company”), having its principal place of business at 1112 Weston Road, Unit 278 Weston, FL 33326, designated as its 12% Convertible Debenture due May 13, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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AMERICAN SCIENTIFIC RESOURCES, INCORPORATED COMMON STOCK WARRANT
American Scientific Resources Inc • July 6th, 2010 • Surgical & medical instruments & apparatus • New York

This Warrant is being issued by the Company in a private placement pursuant to the Stock Purchase Agreement by and between the Company and the Holder, dated the date hereof as amended and/or supplemented.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 6th, 2010 • American Scientific Resources Inc • Surgical & medical instruments & apparatus • New York

This Stock Purchase Agreement (the “Agreement”) dated as of May 13, 2010, by and among American Scientific Resources, Incorporated, a Nevada corporation, with headquarters located at 1112 Weston Road, Unit 278, Weston Florida 33326 (the “Company”), and the purchasers identified on the signature page hereto (including their successors and assigns (the “Purchasers”)).

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