0001144204-07-065202 Sample Contracts

Contract
Eugene Science • November 30th, 2007 • Pharmaceutical preparations • California

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EUGENE SCIENCE INC THAT SUCH REGISTRATION IS NOT REQUIRED.

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 30th, 2007 • Eugene Science • Pharmaceutical preparations • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), is executed as of November 27, 2007, by and among Eugene Science, Inc., a Delaware corporation (the "Company"), and the purchaser set forth on the signature page attached hereto (the “Purchaser”).

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