0001193125-07-269144 Sample Contracts

Contract
Medical Solutions Management Inc. • December 20th, 2007 • Surgical & medical instruments & apparatus • Massachusetts

THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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NOTE PURCHASE AGREEMENT
Registration Rights Agreement • December 20th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), effective the 16th day of December, 2007, is made by and between VICIS CAPITAL MASTER FUND (the “Purchaser”), and MEDICAL SOLUTIONS MANAGEMENT INC., a Nevada corporation (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York

REGISTRATION RIGHTS AGREEMENT made this 16th day of December, 2007 by and between Medical Solutions Management Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund (the “Holder”).

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