0001090002-04-000336 Sample Contracts

ACQUISITION OF APPLE PEEL TECHNOLOGIES, INC. BY HEALTH SCIENCES GROUP, INC.
Agreement and Plan of Acquisition • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
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WARRANT TO PURCHASE 117,647 SHARES OF COMMON STOCK OF HEALTHSCIENCES GROUP, INC.
Health Sciences Group Inc • December 30th, 2004 • Retail-drug stores and proprietary stores • New York

This certifies that Castlerigg Master Investments, Ltd. or its permitted assigns (collectively, the "Holder"), for value received, is entitled to purchase from HEALTH SCIENCES GROUP, INC., a Colorado corporation (the "Company"), subject to the terms set forth below, 117,647 fully paid and nonassessable shares (subject to adjustment as provided herein) (the "Warrant Shares") of the common stock, par value $0.001 per share, of the Company (“Common Stock”) for cash at a price per share of $1.10 (the “Exercise Price”) (subject to adjustment as provided herein), subject to the provisions of Section 1.1 of this Warrant, at any time or from time to time up to and including 5:00 p.m. (Eastern Time) on the 5TH anniversary from the date hereof, such day being referred to herein as the "Expiration Date," upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription a

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 14, 2004 (this "Agreement"), is made by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles, California 90045 (the “Company”), and CASTLERIGG MASTER INVESTMENTS, LTD., a corporation organized under the laws of the British Virgin Islands, with headquarters at 1251 Avenue of the Americas, New York, New York 10020 (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles California 90045 (the “Company”), and CASTLERIGG MASTER INVESTMENTS, LTD., a corporation organized under the laws of the British Virgin Islands with headquarters at 1251 Avenue of the Americas, New York, NY 10020 (the “Investor”).

EQUITY LINE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York

This Agreement is made pursuant to the Equity Line Purchase Agreement, dated as of the date hereof, by and between the Company and the Investor (the "Purchase Agreement").

EQUITY LINE PURCHASE AGREEMENT By and Between
Equity Line Purchase Agreement • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York

EQUITY LINE PURCHASE AGREEMENT, dated as of September 27, 2004 (this "Agreement"), by and between Vestcap International Management, Ltd., a corporation organized under the laws of the British Virgin Islands (the "Investor") and Health Sciences Group, Inc., a Colorado corporation (the "Company").

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