0001091818-06-000356 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 29th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of September 1, 2006 (the “Effective Date”), by and among EXL III GROUP CORPORATION, a California corporation (“EXL”), HUMAN BIOSYSTEMS, a California corporation (“HBS”) and HBS BIOENERGY, a California corporation (“HBS Bio”). Certain capitalized terms used in this Agreement are defined in Exhibit A hereto.

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • September 29th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California

This CONSULTING SERVICES AGREEMENT (the “Agreement”), dated as of September 1, 2006, is made and entered into by and between HBS BIOENERGY, a California corporation (the “Company”), and EXL III GROUP CORPORATION, a California corporation (“Consultant”).

ESCROW AGREEMENT
Escrow Agreement • September 29th, 2006 • Human Biosystems Inc • Services-commercial physical & biological research • California

This ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 1, 2006, by and among HBS BIOENERGY, a California corporation (the “Company”), EXL GROUP III CORPORATION, a California corporation (“Consultant”) and SILICON VALLEY LAW GROUP, a Law Corporation (the “Escrow Agent”).

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