0001193125-04-140387 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August , 2004, by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of World Health Alternatives, Inc.
Common Stock Purchase Warrant • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from World Health Alternatives, Inc., a Texas corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[110% of the average of the five closing bid prices for the Common Stock prior to the day of closing] , subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustme

SECURITIES PURCHASE AGREEMENT
Escrow Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August , 2004, among World Health Alternatives, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July , 2004 by and among World Health Alternatives, Inc., a Florida corporation (the “Company”), and Persons identified on the Schedule of Holders (the “Holders”) attached hereto as Exhibit A (the “Schedule of Holders”).

STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania

This Stock and Warrant Purchase Agreement (this “Agreement”) is entered into as of July , 2004 between World Health Alternatives, Inc., a Florida corporation (the “Company”), and each Person identified as a Purchaser (collectively, the “Purchasers”) on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”).

WARRANT AGREEMENT
Warrant Agreement • August 13th, 2004 • World Health Alternatives Inc • Services-help supply services • Pennsylvania

THIS WARRANT AGREEMENT (the “Agreement”) is entered into as of July [ ], 2004 by and between WORLD HEALTH ALTERNATIVES, INC., a Florida corporation (the “Company”) and the Holders (the “Holders”) identified on the Schedule of Holders attached hereto as Exhibit A (the “Schedule of Holders”).

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