0001173473-09-000041 Sample Contracts

OPERATING AGREEMENT
Operating Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This Operating Agreement (the “Agreement”), is made on May 29, 2009 (the “Effective Date”) between Shrink Technologies, Inc., a California corporation, (hereinafter referred to as the “Company”) and BCGU, LLC, a Nevada limited liability company (the “Consultant”).

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Consulting Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This Scientific Advisory Board Consulting Agreement (the “Agreement”) is made as of this ______ day of March, 2009, between Shrink Technologies, Inc., a California corporation (the "Company"), and Dr. Michelle Khine (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

RESEARCH AGREEMENT
Research Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

THIS RESEARCH AGREEMENT (“Agreement”) is entered into on June ___, 2008 (the “Effective Date”) by and between SHRINK Technologies, Inc. a California Corporation, with an office at 2038 Corte Del Nogal, Suite 110, Carlsbad, CA 92011, (“Sponsor”) and The Regents of the University of California, a California public corporation, acting on behalf of the University of California, Merced (“UCM”) and having a place of business at 5200 N. Lake Road, Merced, CA 95343.

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This Stock Exchange Agreement (the “Agreement”) dated as of May 29, 2009, by and between Shrink Nanotechnologies, Inc. a Delaware corporation (“SHRINK”) and Marshall Khine, an individual (“Khine”). SHRINK and Khine are each hereinafter referred to individually as a “party” and collectively as the “parties.”

EXCLUSIVE LICENSE AGREEMENT for PROCESSES FOR MICROFLUIDIC FABRICATION AND OTHER INVENTIONS
Exclusive License Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This license agreement ("Agreement") is made effective this ______ day of ______________________, 2009 ("Effective Date"), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 ("The Regents") and Shrink Technologies, Inc., a California corporation, having a principal place of business at 2038 Corte Del Nogal, suite 110, Carlsbad, California 92011 ("Licensee").

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

THIS AGREEMENT (the “Agreement”) is effective as of May 29, 2009 (the “Effective Date”) by and between Shrink Nanotechnologies, Inc., a Delaware corporation f/k/a AudioStocks, Inc. (the “Company”) and Noctua Fund LP (“Noctua”). The Company and Noctua may be individually referred to herein as a “Party” and collectively as the “Parties.”

OFFICE SPACE SUBLEASE
Sublease Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This office space sublease (the “Sublease”) is made between Shrink Technologies, Inc., a California corporation (“Tenant”) and Business Consulting Group Unlimited, Inc. (“Sublessor”).

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