0001047469-04-030091 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof by and among the Company and the Purchasers (the “Purchase Agreement”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah

This Employment Agreement (the “Employment Agreement”) is made this 1st day of January, 2004 by and between Mark J. Rosenfeld (the “Employee”) and Impact Diagnostics, Inc., a Utah corporation (the “Company”).

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Utah

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 6, 2004 between IMPACT DIAGNOSTICS, INC., a Utah corporation (the “Company”), and John Wilson (“Optionee”).

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AGREEMENT AND PLAN OF MERGER among Grant Ventures, Inc., Impact Acquisition Corporation,
Agreement and Plan of Merger • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

AGREEMENT AND PLAN OF MERGER dated as of July 6, 2004 (this “Agreement”) by and among Grant Ventures, Inc., a Nevada Corporation (“Parent”), Impact Acquisition Corporation, a Utah corporation (“Merger Sub”) and Impact Diagnostics, Inc., a Utah corporation (“Company”).

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Impact Diagnostics, Inc.
Merger Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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Impact Diagnostics, Inc. WARRANT TO PURCHASE 89,500 SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after July 23, 2009)
Common Stock Purchase • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • California

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, James H. Donell, Receiver (the “Holder”), as receiver of Citadel Capital Management, Inc., with principal offices at 12121 Wilshire Boulevard, Suite 200, Los Angeles, CA 90025, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 23, 2004 (the “Exercise Date”) and on or prior to the close of business on July 23, 2009 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Impact Diagnostics, Inc., a Utah corporation (the “Company”), with its principal offices at 5792 South 900 East, Suite B, Salt Lake City, Utah 84121, up to 89,500 shares (the “Warrant Shares”), of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The initial purchase price of one (1) share of Common Stock under this Warrant shall be equal to $0.01 (the “Exercise Price”). The Exercise Price and the number of

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GRANT VENTURES, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after , 2009)
Common Stock Purchase • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2004 (the “Exercise Date”) and on or prior to the close of business on , 2009 (the “Termination Date”), but not thereafter, to subscribe for and purchase from GRANT VENTURES, INC., a corporation (the “Company”), up to [ ] shares (the “Warrant Shares”), of common stock, par value $ per share, of the Company (the “Common Stock”). The initial purchase price of one (1) share of Common Stock under this Warrant shall be equal to $0.1835 (the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided elsewhere herein.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of , 2004, by and among Grant Ventures, Inc. (the “Company”), and the purchasers listed on Schedule 1 hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Impact Diagnostics, Inc.
Merger Agreement • September 30th, 2004 • Grant Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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