Lifestream Technologies Inc Sample Contracts

Lifestream Technologies Inc – CONSENT AND AGREEMENT (May 16th, 2006)

THIS CONSENT AND AGREEMENT made and entered into as of the 24th day of April, 2006, by and between LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, having an office at 570 South Clearwater Loop, Building 1000, Suite D, Post Falls, Idaho 83854 (“Lifestream”) LIFENEXUS, INC., a Nevada corporation, having an office at 370 Interlaken Blvd., Fourth Floor, Broomfield, Colorado 80021 (“LifeNexus”).

Lifestream Technologies Inc – PATENT AND TRADEMARK ASSIGNMENT AND LICENSE ASSUMPTION AGREEMENT (May 16th, 2006)

THIS PATENT AND TRADEMARK ASSIGNMENT AND LICENSE ASSUMPTION AGREEMENT (the “Agreement”) made and entered into as of the 26th day of April, 2006, by and between LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, having an office at 570 South Clearwater Loop, Building 1000, Suite D, Post Falls, Idaho 83854 (“Lifestream”), and RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED, a Cayman Islands company, having its registered office at P.O. Box 908 GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands (“RAB”).

Lifestream Technologies Inc – CONSENT AND AGREEMENT (May 15th, 2006)

EXHIBIT 10.3 CONSENT AND AGREEMENT THIS CONSENT AND AGREEMENT made and entered into as of the 24th day of April, 2006, by and between LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, having an office at 570 South Clearwater Loop, Building 1000, Suite D, Post Falls, Idaho 83854 ("Lifestream") LIFENEXUS, INC., a Nevada corporation, having an office at 370 Interlaken Blvd., Fourth Floor, Broomfield, Colorado 80021 ("LifeNexus"). W I T N E S S E T H: WHEREAS, Lifestream and LifeNexus are parties to a certain Patent License Agreement dated October 1, 2005 (the "Patent License Agreement"), (which was filed as exhibit 10.37 to Form 8-K filed on October 14, 2005 and is hereby incorporated by reference); and WHEREAS, Lifestream and LifeNexus are parties to a certain Trademark License Agreement dated October 1, 2005 (the "Trademark Li

Lifestream Technologies Inc – ASSIGNMENT AND LICENSE ASSUMPTION AGREEMENT (May 15th, 2006)

EXHIBIT 10.2 PATENT AND TRADEMARK ASSIGNMENT AND LICENSE ASSUMPTION AGREEMENT THIS PATENT AND TRADEMARK ASSIGNMENT AND LICENSE ASSUMPTION AGREEMENT (the "Agreement") made and entered into as of the 26th day of April, 2006, by and between LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, having an office at 570 South Clearwater Loop, Building 1000, Suite D, Post Falls, Idaho 83854 ("Lifestream"), and RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED, a Cayman Islands company, having its registered office at P.O. Box 908 GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands ("RAB"). W I T N E S S E T H: WHEREAS, Lifestream is indebted to RAB pursuant to that certain Loan and Security Agreement dated as of November 12, 2004 (the "Loan Agreement") by and among Lifestream and certain of its affilia

Lifestream Technologies Inc – CONSULTING AGREEMENT (May 15th, 2006)

EXHIBIT 10.1 [LIFESTREAM LOGO] CONSULTING AGREEMENT THIS AGREEMENT, made this _14_ day of __April__, 2006, between CHRISTOPHER T. MAUS (herein "Consultant"), and LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, with offices at 570 S. Clearwater Loop, Building 1000, Suite D, Post Falls, ID 83854 (herein "Company"). 1. Lifestream Technologies, Inc. (the "Company") agrees to hire you, Christopher Maus (the "Consultant") to assist the Company is in the business of developing and marketing its Cholesterol test device and other related products for both consumers and professionals. Your agreement shall be for a fixed period beginning April 14, 2006, and ending April 13, 2009. 2. Consultant will report to the Board of Directors and work directly with senior management and function in a business development role and carry out all necessary tasks for the success of the Company. Your duties

Lifestream Technologies Inc – Contract (April 14th, 2006)

THIS AGREEMENT, made this 14 day of April, 2006, between Christopher T. Maus (herein “Consultant”), and LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, with offices at 570 S. Clearwater Loop, Building 1000, Suite D, Post Falls, ID 83854 (herein “Company”).

Lifestream Technologies Inc – FOR IMMEDIATE RELEASE Contact: (April 14th, 2006)
Lifestream Technologies Inc – MANUFACTURING SERVICES AGREEMENT (February 14th, 2006)

Exhibit 10.2 MANUFACTURING SERVICES AGREEMENT BETWEEN LIFESTREAM TECHNOLOGIES, INC. AND GENEXEL-SEIN, INC. NOTE: PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED UNDER A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED PORTIONS, WHICH ARE SHOWN IN THIS DOCUMENT AS [ * ], HAVE BEEN FILED WITH THE COMMISSION AS PART OF THE CONFIDENTIAL TREATMENT REQUEST. TABLE OF CONTENTS 1. TERMS...................................................................1 2. PRICING.................................................................1 2.1 Pricing........................................................1 3. PAYMENT TERMS...................................

Lifestream Technologies Inc – DISTRIBUTION AGREEMENT (February 14th, 2006)

Exhibit 10.1 DISTRIBUTION AGREEMENT BETWEEN LIFESTREAM TECHNOLOGIES, INC. AND POLYMER TECHNOLOGY SYSTEMS, INC. NOTE: PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED UNDER A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED PORTIONS, WHICH ARE SHOWN IN THIS DOCUMENT AS [ * ], HAVE BEEN FILED WITH THE COMMISSION AS PART OF THE CONFIDENTIAL TREATMENT REQUEST. TABLE OF CONTENTS 1. TERMS..................................................................1 2. SCOPE..................................................................1 3. PRICING................................................................1 4. PAYMENT TERMS............................

Lifestream Technologies Inc – FOR IMMEDIATE RELEASE (December 15th, 2005)
Lifestream Technologies Inc – FOR IMMEDIATE RELEASE Contact: Investor Relations (December 5th, 2005)
Lifestream Technologies Inc – PATENT LICENSE AGREEMENT (October 14th, 2005)

THIS AGREEMENT, entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement (the “Effective Date”), is by and between Lifestream Technologies, Inc. (“Lifestream”), a Nevada corporation with a post office address at 510 Clearwater Loop, Suite 101, Post Falls, Idaho 83854; and LifeNexus, Inc. (“LifeNexus”) a Nevada corporation with a post office address at 370 Interlocken Boulevard, Fourth Floor, Broomfield, Colorado 80021.

Lifestream Technologies Inc – LIFESTREAM TECHNOLOGIES SIGNS LICENSE AGREEMENTS WITH LIFENEXUS (October 14th, 2005)

Post Falls, Idaho—October 14, 2005 — Lifestream Technologies, Inc. (OTCBB:LFTC), a leading supplier of cholesterol monitors, announced today that it has entered into non-exclusive license agreements with LifeNexus, Inc., to use Lifestream’s technology in exchange for future royalties.

Lifestream Technologies Inc – TRADEMARK LICENSE AGREEMENT (October 14th, 2005)

THIS AGREEMENT, entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement (the “Effective Date”), is by and between Lifestream Technologies, Inc. (“Lifestream”), a Nevada corporation with a post office address at 510 Clearwater Loop, Suite 101, Post Falls, Idaho 83854; and LifeNexus, Inc. (“LifeNexus”) a Nevada corporation with a post office address at 370 Interlocken Boulevard, Fourth Floor, Broomfield, Colorado 80021.

Lifestream Technologies Inc – Contract (July 6th, 2005)

THIS AGREEMENT, made this _29_ day of __June___, 2005, between EDWARD R. SIEMENS (herein “Consultant”), and LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, with offices at 570 S. Clearwater Loop, Building 1000, Suite D, Post Falls, ID 83854 (herein “Company”).

Lifestream Technologies Inc – [LIFESTREAM INC TECHNOLOGIES LOGO] CONSULTING AGREEMENT (April 12th, 2005)

EXHIBIT 10.32 [LIFESTREAM INC TECHNOLOGIES LOGO] CONSULTING AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT, made this 5th day of April, 2004, between Brett R. Sweezy, CPA PA (herein "Consultant"), and LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation, with offices at 510 Clearwater Loop #101, Post Falls, ID 83854 (herein "Company"). 1. SERVICES PROVIDED. Consultant shall provide Company with financial consulting for a maximum of sixteen (16) hours per week. Consultant will work under the direction of Christopher Maus. Communications with other Company personnel will be as necessary. 2. TERM: The term of this Agreement shall commence on Monday, April 5, 2004, and, unless otherwise terminated as provided herein, will continue until June 30, 2004. 3. FACILITIES; EQUIPME

Lifestream Technologies Inc – AGREEMENT (April 12th, 2005)

EXHIBIT 10.33 SALES REPRESENTATIVE AGREEMENT -------------------------------------------------------------------------------- THIS AGREEMENT is entered into as of September 1, 2003, between NCL & Associates, LLC, ("Representative") and Lifestream Technologies, Inc. ("Lifestream"). WHEREAS, Lifestream is engaged in the marketing of Products (as defined below) and desires to engage Representative to assist Lifestream in obtaining Sales of Products to the Accounts (as defined below); WHEREAS, Representative desires to assist Lifestream as set forth herein and represents that it has the resources and experience necessary to render such assistance effectively; and WHEREAS, Lifestream and Representative have ent

Lifestream Technologies Inc – DEBT PAYMENT AGREEMENT (April 12th, 2005)

EXHIBIT 10.34 DEBT PAYMENT AGREEMENT FOR VALUE RECEIVED, the undersigned, Christopher Maus (the "Debtor") and Lifestream Technologies, Inc. (the "Company"), hereby acknowledge and agree that: 1. The Debtor presently owes the Company the sum of $ 100,349.16 (Notes Receivable of $93,741.80 and Employee Advance of $6,607.36), principal and accumulated interest, said sum being presently due and payable. 2. In further consideration of the Company's forebearance, the Company agrees to pay said debt on extended terms in the manner following: $500.00 on a biweekly basis, through automatic deduction from Debtor's paychecks. Refer to schedule of payments, Appendix A. 3. In the event the Debtor fails to make any payments punctually on the agreed extended terms, the Company shall have full rights to proceed

Lifestream Technologies Inc – FINANCIAL CONSULTING AGREEMENT (March 7th, 2005)

EXHIBIT 10.31 4221 POTTERS WALK PHONE: 404.252.3710 ATLANTA, GA 30342 TOLL FREE: 800.290.8935 FAX: 404.252.3660 FINANCIAL CONSULTING AGREEMENT This agreement is made by and between LIFESTREAM TECHNOLOGIES INC., a Nevada based corporation having its principle office at 510 Clearwater Loop, Suite 101, Post Falls, Idaho 83854 (the "COMPANY"), and Bernard R. Schmitt having his principle office at 4221 Potters Walk, Atlanta, Georgia 30342 (the "CONSULTANT"). In consideration of the mutual promise contained herein and on the terms and conditions hereinafter set fourth, the Company and Consultant agree as follows: 1. PROVISION OF SERVICES: Investor Relations Program For Lifestream Technologies Inc. for the next four (4) months. (A) Consultant shall, to the extent reasonably required, dev

Lifestream Technologies Inc – FINANCIAL CONSULTING AGREEMENT (March 7th, 2005)

EXHIBIT 10.29 FINANCIAL CONSULTING AGREEMENT This agreement is made by and between Lifestream Technologies, Inc. (the "Company") and Extol International Corporation (James C. Czirr) having its principal office at 425 Janish Dr., Sandpoint, ID 83864 (the "Consultant"). In consideration of the mutual promises contained herein and on the terms and conditions hereinafter set forth, the Company and Consultant agree as follows: PROVISION OF SERVICES: Consultant, at Company's direction, will conduct an investor relations program for Lifestream Technologies, Inc. for three (3) months following the receipt by Consultant of the compensation set forth in paragraph 2 hereunder. It is understood that Consultant, is a shareholder of Lifestream Technologies, Inc. ("Lifestream") and is interested in introducing Lifestream to the investment community through a variety of venue. By this agreement, Company is retaining Consultant to engage in an investor relations ef

Lifestream Technologies Inc – March 1, 2005 Re: Employment with LifeNexus, Inc. Dear Christopher: (March 4th, 2005)
Lifestream Technologies Inc – SETTLEMENT AGREEMENT (February 22nd, 2005)

EXHIBIT 10.26 SETTLEMENT AGREEMENT THIS AGREEMENT, entered into and effective as of the latest date indicated in the signature block at the foot of this Agreement, is by and between Lifestream Technologies, Inc. ("Lifestream"), a Nevada corporation with a post office address at 510 Clearwater Loop, Suite 101; Post Falls, Idaho 83854; and Polymer Technology Systems, Inc. ("Polymer"), an Indiana corporation with a post office address 7736 Zionsville Road, Indianapolis, Indiana 46268. BACKGROUND WHEREAS Polymer and Lifestream are parties to patent infringement litigation Civil Action No. CIV00-0300-N-MHW presently stayed before the United States District Court for the District of Idaho, which had entered a Judgment to which the parties stipulated in favor of Polymer; WHEREAS the United States Court of Appeal for the Feder

Lifestream Technologies Inc – LIFESTREAM TECHNOLOGIES SIGNS AGREEMENT TO SELL (February 8th, 2005)

Exhibit 99.1 FOR IMMEDIATE RELEASE --------------------- CONTACT: Investor Relations Gerri Vance 208-457-9409 ext. 1221 LIFESTREAM TECHNOLOGIES SIGNS AGREEMENT TO SELL INTELLECTUAL PROPERTY TO LIFENEXUS LIFESTREAM SEES A BRIGHT FUTURE FOR PERSONAL HEALTH CARD. POST FALLS, IDAHO--FEBRUARY 8, 2005-- Lifestream Technologies, Inc. (OTCBB:LFTC), a leading supplier of cholesterol monitors, announced today that it has assigned the intellectual property of its subsidiary, Secured Interactive Technologies, to LifeNexus, Inc. "We are pleased to have this opportunity to receive a benefit from the transfer of our smart card technology since our current resources are being focused on our core business," stated Christopher Maus, Lifestream's CEO. "This technology, which has no material value to the Company, has not been commercialized as market conditions were not conducive to support

Lifestream Technologies Inc – INTELLECTUAL PROPERTY AND CAPITAL INTEREST AGREEMENT (February 8th, 2005)

EXHIBIT 10.25 INTELLECTUAL PROPERTY AND CAPITAL INTEREST AGREEMENT THIS AGREEMENT, entered into and effective as of February 1, 2005 (the "Effective Date"), is by and between Lifestream Technologies, Inc. ("Lifestream"), a Nevada corporation with a post office address at 510 Clearwater Loop, Suite 101, Post Falls, Idaho 83854; and LifeNexus, Inc. ("LifeNexus") a Nevada corporation with a post office address at 370 Interlocken Boulevard, Fourth Floor, Broomfield, Colorado 80021. BACKGROUND WHEREAS Lifestream is the owner of certain intellectual property rights including a registered U.S. trademark and several U.S. and international patent applications pertaining to a secured data acquisition, transmission, storage and analysis system, as listed on Exhibit "A" hereto; and WHEREAS LifeNexus is desirous of obtaining and commercializing these in

Lifestream Technologies Inc – REGISTRATION RIGHTS AGREEMENT (November 15th, 2004)

EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 12, 2004, by and among Lifestream Technologies, Inc., a Nevada corporation, with headquarters located at 510 West Clearwater Loop, Suite 101 Post Falls, Idaho 83854 (the "COMPANY"), and RAB Special Situations LP, a Delaware limited partnership (the "BUYER"). WHEREAS: A. Contemporaneously hereto, pursuant to the Amendment Agreement between the Company and the Buyer dated as of the date hereof (the "AMENDMENT AGREEMENT"), the Company, its wholly owned subsidiary, Lifestream Diagnostics, Inc. (the "SUBSIDIARY") and the Buyer have agreed to enter into an Amended and Restated Loan and Security Agreement (the "AMENDED LOAN AGREEMENT") whereby, among other things, the Buyer will make certain financial accommodations available to the Company and the Subsidia

Lifestream Technologies Inc – AMENDED AND SUBSTITUTED PROMISSORY NOTE (November 15th, 2004)

EXHIBIT 10.1 AMENDED AND SUBSTITUTED PROMISSORY NOTE OF LIFESTREAM TECHNOLOGIES, INC. AND LIFESTREAM DIAGNOSTICS, INC. -------------------------------- NEW YORK, NEW YORK DATE: NOVEMBER 12, 2004 $2,869,740.00 FOR VALUE RECEIVED, each of LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation ("LTI"), and LIFESTREAM DIAGNOSTICS, INC., a Nevada corporation ("LDI"; LTI and LDI sometimes hereinafter are referred to individually as a "Borrower" and collectively as the "Borrowers"), jointly and severally promises to pay ON OR BEFORE February 1, 2006, to the order of RAB SPECIAL SITUATIONS LP, a Delaware limited partnership, or its successors or assigns (hereafter, together with any other holder or holders hereof, called the "Lender") at such office as the Lender may from time to ti

Lifestream Technologies Inc – THIS CONVERTIBLE TERM NOTE HAS NOT BEEN REGISTERED UNDER ANY STATE (November 15th, 2004)

EXHIBIT 10.4 THIS CONVERTIBLE TERM NOTE HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAW OR THE SECURITIES ACT OF 1933, AS AMENDED ("FEDERAL ACT"). THIS CONVERTIBLE TERM NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, OR TRANSFERRED, NOR WILL ANY ASSIGNEE OR TRANSFEREE HEREOF BE RECOGNIZED BY THE MAKER HEREOF AS HAVING ANY INTEREST IN THIS CONVERTIBLE TERM NOTE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THIS CONVERTIBLE TERM NOTE UNDER ANY APPLICABLE STATE LAW AND THE FEDERAL ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE MAKER HEREOF THAT SUCH REGISTRATION IS NOT REQUIRED. THIS CONVERTIBLE TERM NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AMENDMENT AGREEMENT BETWEEN LIFESTREAM TECHNOLOGIES, INC. AND HOLDER DATED AS OF NOVEMBER 12, 2004 (THE "AMENDMENT AGREEMENT"), AND HOLDER AGREES AND UNDERSTANDS THAT IT SHALL B

Lifestream Technologies Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 15th, 2004)

EXHIBIT 10.2 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ------------------------------------------------ LIFESTREAM TECHNOLOGIES, INC. LIFESTREAM DIAGNOSTICS, INC. 510 CLEARWATER LOOP, SUITE 101 POST FALLS, IDAHO 83854 This Amended and Restated Loan and Security Agreement dated as of November 12, 2004 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is by and among LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation ("LTI"), LIFESTREAM DIAGNOSTICS, INC., a Nevada corporation ("LDI"; LTI and LDI sometimes hereinafter are referred to individually as a "Borrower" and collectively as the "Borrowers"), and RAB SPECIAL SITUATIONS LP, a Delaware limited partnership (the "Lender"), as successor in interest via assignment from Capital South Financial Services, Inc., a Georgia corporation ("Capital South").

Lifestream Technologies Inc – AMENDMENT AGREEMENT (November 15th, 2004)

EXHIBIT 10.3 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "AGREEMENT"), dated as of November 12, 2004, is made by and among Lifestream Technologies, Inc., a Nevada corporation, with headquarters located at 510 West Clearwater Loop, Suite 101, Post Falls, Idaho 83854 (the "COMPANY"), and RAB Special Situations LP, a Delaware limited partnership ("RAB"). WHEREAS: A. The Company and Capital South Financial Services, Inc. ("CAPITAL SOUTH") previously have entered into, among other things, (i) that certain Loan and Security Agreement dated as of June 18, 2002 (the "ORIGINAL COMPANY LOAN AGREEMENT") and (ii) that certain Loan and Security Agreement dated as of May 1, 2003, which amended the Original Company Loan Agreement (the "EXISTING COMPANY LOAN AGREEMENT"), pursuant to which, among other things, Capital South made financial accommodations available to t

Lifestream Technologies Inc – 2004 STOCK COMPENSATION PLAN (August 6th, 2004)

EXHIBIT 10.1 LIFESTREAM TECHNOLOGIES, INC. 2004 STOCK COMPENSATION PLAN LIFESTREAM TECHNOLOGIES, INC. 2004 STOCK COMPENSATION PLAN APPROVED BY BOARD OF DIRECTORS ON JUNE 22, 2004 LIFESTREAM TECHNOLOGIES, INC. 2004 STOCK COMPENSATION PLAN 1. PURPOSE; DEFINITIONS. 1.1 Purpose. The purpose of the Lifestream Technologies, Inc. 2004 Stock Compensation Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The various types of long-term incentive awards that may be provided under the Plan will enable the Co

Lifestream Technologies Inc – CONVERTIBLE PROMISSORY NOTE (June 1st, 2004)

EXHIBIT 10.15 CONVERTIBLE PROMISSORY NOTE $71,700.00 Post Falls Idaho June 1, 2004 FOR VALUE RECEIVED, the undersigned LIFESTREAM TECHNOLOGIES, INC., a Nevada corporation (the "Company"), hereby unconditionally promises to pay to the order of CAPITAL SOUTH FINANCIAL SERVICES (the "Holder") at the designated location of the Holder, in lawful money of the United States of America the principal sum of $71,700.00, without interest, as hereinafter provided. This Note evidences the Company's obligation to pay the outstanding portion of the annual loan renewal fee for the period ending April 30, 2005. The principal amount of this Note shall be converted into common stock of the Company on the effective date of a registration statement to be filed by the Company,

Lifestream Technologies Inc – EXCHANGE AGREEMENT (March 22nd, 2004)

Exhibit 10.14 EXCHANGE AGREEMENT This Exchange Agreement (the "Agreement"), dated as of January 12, 2004 is by and among Lifestream Technologies, Inc., a Nevada corporation (the "Company"), and Palisades Master Fund L.P., Crescent International Ltd., Alpha Capital AG, Ellis International Ltd., Bristol Investment Fund, Ltd., Congregation Mishkan Sholom, Gryphon Master Fund LP and Lucrative Investments (each the "Holder" and collectively referred to as the "Holders"). WHEREAS, each Holder holds an 8% Convertible Debenture of the Company due on September 6, 2006 (the "Debentures"), which Debentures were issued pursuant to that certain Securities Purchase Agreement, dated September 10, 2003 (the "Purchase Agreement"). WHEREAS, each Holder desires to exchange (the "Exchange") all of the principal amount of the Debentures held

Lifestream Technologies Inc – APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO (March 1st, 2004)

EXHIBIT 99.4 EXHIBIT C THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FIN

Lifestream Technologies Inc – REGISTRATION RIGHTS AGREEMENT (March 1st, 2004)

EXHIBIT 99.5 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 19, 2004, among Lifestream Technologies, Inc., a Nevada corporation (the "Company"), and the purchasers signatory hereto (each such purchaser is a "Purchaser" and all such purchasers are, collectively, the "Purchasers"). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). The Company and the Purchasers hereby agree as follows: 1. Definitions CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN THAT ARE DEFINED IN THE PURCHASE AGREEMENT SHALL HAVE THE MEANINGS GIVEN SUCH TERMS IN THE PURCHASE AGREEMENT. As used in thi

Lifestream Technologies Inc – SECURITIES PURCHASE AGREEMENT (March 1st, 2004)

EXHIBIT 99.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of February 19, 2004, among Lifestream Technologies, Inc., a Nevada corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other