0001104659-05-005017 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • Texas

THIS STOCK PURCHASE AGREEMENT, dated as of February 8, 2005 (this “Agreement”), is by and between Particle Drilling Technologies, Inc., a Nevada corporation (the “Company”), and Prentis B. Tomlinson, Jr. (“Tomlinson”). Subject to the provisions of Section 5.01, this Agreement shall be binding on the parties hereto and effective as of the date first written above.

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PARTICLE DRILLING TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 9, 2005, is by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (formerly known as MedXLink Corp.) (the “Company”), and each of the investors listed on Schedule I hereto (each of the persons or entities listed on Schedule I, individually, a “Purchaser” and, collectively, the “Purchasers”).

PARTICLE DRILLING TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2005 • Particle Drilling Technologies Inc/Nv • Oil & gas field services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of February 9, 2005 by and among PARTICLE DRILLING TECHNOLOGIES, INC., a Nevada corporation (formerly known as MedXLink Corp.) (the “COMPANY”), and each investor listed on Schedule I hereto (each such investor, individually, an “INVESTOR” and, collectively, the “INVESTORS”).

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