0001104659-03-018741 Sample Contracts

Contract
Vcampus Corp • August 14th, 2003 • Services-services, nec • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • Vcampus Corp • Services-services, nec • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of June 25, 2003 (the “Effective Date”), between VCampus Corporation, a corporation organized and existing under the laws of the State of Delaware (“VCAMPUS”) and Narasimhan P. Kannan (“Kannan”).

AMENDMENT NO. 2 to EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • Vcampus Corp • Services-services, nec • Virginia

This Amendment No. 2 to Employment Agreement is entered into as of June 25, 2003 (“Amendment No. 2”) by and among VCampus Corporation, a Delaware corporation (the “Company” or “VCampus”), and Christopher Louis Nelson (“Nelson”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement dated as of June 3, 2002 between the Company and Nelson (the “Employment Agreement”) and/or the Amendment No. 1 thereto executed by the Company and Nelson on or about December 13, 2002 (“Amendment No. 1”).

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