0001144204-10-025531 Sample Contracts

8% CONVERTIBLE DEBENTURE DUE February 16, 2012
American Scientific Resources Inc • May 10th, 2010 • Surgical & medical instruments & apparatus • Florida

THIS 8% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Convertible Debentures of AMERICAN SCIENTIFIC RESOURCES, INCORPORATED, a Nevada corporation, (the “Company”), having its principal place of business at 1112 Weston Road, Unit 278 Weston, FL 33326, designated as its 8% Convertible Debenture due February 16, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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AMERICAN SCIENTIFC RESOURCES, INCORPORATED COMMON STOCK WARRANT
American Scientific Resources Inc • May 10th, 2010 • Surgical & medical instruments & apparatus • Florida

This Warrant is being issued by the Company in a private placement pursuant to the Stock Purchase Agreement by and between the Company and the Holder, dated the date hereof as amended and/or supplemented.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 10th, 2010 • American Scientific Resources Inc • Surgical & medical instruments & apparatus • Florida

This Stock Purchase Agreement (the “Agreement”) dated as of February 16, 2010, by and among American Scientific Resources, Incorporated, a Nevada corporation, with headquarters located at 1112 Weston Road, Unit 278, Weston Florida 33326 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”).

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