vsrs1asecpur.htm


    
      

      

    

     

    VOLU-SOL
REAGENTS, INC.

    


    SECURITIES PURCHASE
AGREEMENT

    


    THIS SECURITIES PURCHASE AGREEMENT (the
“Agreement”), dated as of November 15, 2007, is entered into by and between
Volu-Sol Reagents, Inc., a Utah corporation (the “Company”) and ADP Management
(the “Purchaser”).  In consideration of the mutual promises and
covenants contained in this Agreement, the parties hereto agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              Authorization; Sale of
      Shares; Issuance of
Warrants.

            


    

    


    1.1           Authorization.  The
Company has, or before the Closing (as defined in Section 2) will have, duly
authorized the sale and issuance in this offering, pursuant to the terms of this
Agreement, a minimum of 5,000,000 shares of the Company’s Common Stock (the
”Shares”).

    


    1.2           Sale of
Shares.  Subject to the terms and conditions of this Agreement,
at the Closing (as defined in Section 2.2), the Company will sell and issue to
the Purchaser, and the Purchaser will purchase, 2,500,000 Shares for the
purchase price of $.40 per share (the “Purchase Price”).

    


    1.3           Use of
Proceeds.  The Company will use the proceeds from the sales of
the Shares for product development and other general corporate
purposes.

    


    2.           Closing.

    


    2.1           The
Closing.  Subject to the terms and conditions of this Agreement, the
closing (the “Closing”) of the sale and purchase of the Securities under this
Agreement shall take place on the date of this Agreement (the “Closing Date”.)
At the Closing:

    


    (a)           The
Company shall deliver to the Purchaser a certificate, as of the most recent
practicable dates, as to the corporate good standing of the Company issued by
the Secretary of State of the State of Utah;

    


    (b)           The
Company shall deliver to the Purchaser a copy of the Articles of Incorporation
of the Company;

    


    (c)           The
Company shall deliver to the Purchaser a resolution of the Board of Directors of
the Company, authorizing and approving all matters in connections with this
Agreement and the transactions contemplated hereby;

    


    (d)           The
Company shall deliver to the Purchaser a certificate for the Shares registered
in the name of such Purchaser;

    


    (e)           The
Purchaser shall pay to the Company, by wire transfer of immediately available
funds, the Purchase Price for the Shares being purchased.  The Closing
shall not be deemed to occur, and all such payments by any Purchaser shall be
deemed to be held in escrow, until the Purchaser shall have tendered to the
Company the payments of the Purchase Price.

    


    
      
        
           


        

        
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    3.           Representations of the
Company.  The Company hereby represents and warrants to the
Purchaser that the statements contained in this Section 3 are complete and
accurate as of the date of this agreement.

    


    3.1           Organization and
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the Sate of Utah and has full
corporate power and authority to conduct its business as presently conducted and
as proposed to be conducted by it and to enter into and perform this Agreement
and all other agreements required to be executed by the Company at or prior to
the Closing pursuant to Section 2 (the “Ancillary Agreements”) and to carry out
the transactions contemplated by this Agreement and the Ancillary
Agreements.

    


    3.2           Subsidiaries,
Etc.  The Company has no subsidiaries and does not own or
control, directly or indirectly, any shares of capital stock of any other
corporation or any interest in any partnership, limited liability company, joint
venture or other non-corporate business enterprise.

    


    3.3           Capitalization.

    


       
(a)        The authorized capital stock
of the Company (immediately prior to the Closing) consists of (i) 50,000,000
shares of Common Stock, $.00001 par value per share, of which, as of January 31,
2007, 5,000,000 shares are issued and outstanding and no shares are held in the
treasury of the Company, and (ii) 10,000,000 shares of Preferred Stock, $.0001
par value per share, of which 0 shares are issued.  All issued and
outstanding capital stock of the Company has been duly authorized and validly
issued, is fully paid and nonassessable and has been issued in compliance with
all federal and state securities laws.

    


       
(b)        Except as set forth in this
Section 3.3, (i) no subscription, warrant, option, convertible security or other
right (contingent or otherwise) to purchase or acquire any shares of capital
stock of the Company is authorized or outstanding, and there are no statutory or
contractual stockholders’ preemptive rights or rights of refusal with respect to
the issuance of the Shares, (ii) the Company has no obligation (contingent or
otherwise) to issue any subscription, warrant, option, convertible security or
other such right, or to issue or distribute to holders of any shares of its
capital stock any evidences of indebtedness or assets of the Company. (iii) the
Company has no obligation (contingent or otherwise) to purchase, redeem, or
otherwise acquire any shares of its capital stock or any interest therein or to
pay any dividend or to make any other distribution in respect thereof, and (iv)
there are no outstanding or authorized stock appreciation, phantom stock or
similar rights with respect to the Company.

    


    3.4           Issuance of
Shares.  The issuance, sale and delivery of the Shares in
accordance with this Agreement, have been, or will be on or prior to the
Closing, duly authorized by all necessary corporate action on the part of the
Company, and all such shares have been reserved for issuance by the Board of
Directors.  The Shares when so issued, sold and delivered against
payment therefore in accordance with the provisions of this Agreement, when
issued upon such conversion, will be duly and validly issued, fully paid, and
nonassessable, and free of restrictions on transfer other than restrictions
imposed or created under this Agreement of the Ancillary Agreements,
restrictions required as necessary to qualify this offering as exempt from the
registration and requirements of the Securities Act of 1933, as amended
(together with the rules and regulations thereunder, the “Securities Act”) of
any other applicable law, or by the Purchaser.

    


    


    
      
        
           


        

        
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    3.5           Authority for Agreement; No
Conflict.  The execution, delivery and performance by the
Company of this Agreement and the Ancillary Agreements, and the consummation by
the Company of the transactions contemplated hereby and thereby, have been duly
authorized by all necessary corporate action.  This Agreement has
been, and the Ancillary Agreements when executed at the Closing will be, duly
executed and delivered by the Company and constitute valid and binding
obligations of the Company enforceable in accordance with their respective
terms.  The execution and delivery of this Agreement and the Ancillary
Agreements, the consummation of the transactions contemplated hereby and thereby
and the compliance with their respective provisions by the Company will not (a)
conflict with or violate any provision of the Articles of Incorporation or
By-laws of the Company, (b) conflict with, result in a breach of, constitute
(with or without due notice or lapse of time or both) a default under, result in
the acceleration of obligations under, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice, consent or
waiver under, any contract, lease, sublease, license, sublicense, franchise,
permit, indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, Security Interest (as defined below) or other arrangement to which
the Company is a party or by which the Company is bound or to which its assets
are subject, (c) result in the imposition of any Security Interest upon any
assets of the Company or (d) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the Company or any of its properties
or assets.  For purposes of this Agreement, “Security Interest” means
any mortgage, pledge, security interest, encumbrance, charge or other lien
(whether arising by contract or by operation of law).

    


    3.6           Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any local,
state, federal or foreign court, arbitrational tribunal, administrative agency
or commission or the other governmental or regulatory authority or agency (each
of the foregoing is hereafter referred to as a “Governmental Entity”) is
required on the part of the Company in connection with the offer, issuance, sale
and delivery of the Shares, the issuance and delivery of the shares of Common
Stock issuable upon conversion of the Shares or the other transactions to be
consummated at the Closing, as contemplated by this Agreement and the Ancillary
Agreements, except such filings as shall have been made prior to and shall be
effective on and as of the Closing and such filings required to be made after
the Closing under applicable federal and state securities laws, all of which
filings are specified in the Disclosure Schedule.

    


    3.7           Litigation.  There
is no action, suit or proceeding, or governmental inquiry or investigation,
pending, or, to the best of the Company’s knowledge, any basis therefore or
threat thereof, against the Company, which (a) questions the validity of this
Agreement, the Ancillary Agreements of the right of the Company to enter into
any such agreements or (b) might result, either individually or in the
aggregate, in a Company Material Adverse Effect.  The Company is not a
party to or subject to the provisions of any injunction, judgment, decree of
order of any Government Entity.

    


    3.8           Financial
Statements.  The Company has made available to the purchaser a
complete and accurate copy of (a) the unaudited balance sheet of the Company at
September 30, 2004, 2005 and 2006 and the related unaudited statements of
operations.

    


    3.9           Absence of Undisclosed
Liabilities.  The Company does not have any liability (whether
known or unknown and whether absolute or contingent), except for (a) liabilities
shown on the Balance Sheet, (b) liabilities not in excess of $5,000 in the
aggregate, which have arisen since the Balance Sheet Date in the ordinary course
of business and (c) contractual liabilities incurred in the ordinary course of
business which are not required by GAAP to be reflected on a balance sheet and
which could not, either individually or in the aggregate, have or reasonably be
expected to result in a Company Material Adverse Effect.

    


    3.10         Off-Balance Sheet
Arrangements.  There is no transaction, arrangement or other
relationship between the Company and an unconsolidated or other off-balance
sheet entity that is required to be disclosed by the Company under the
Securities Exchange Act of 1934, as amended (together with the rules and
regulations of the Commission promulgated thereunder, the “Exchange Act”) and is
not so disclosed or that otherwise could reasonably be expected to have a
Company Material Adverse Effect.

    


    


    
      
        
           


        

        
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    3.11         Absence of
Changes.  Since the unaudited Balance Sheet Date, there has
been no event of development that, individually or in the aggregate, has had or
could reasonably be expected to have a Company Material Adverse
Effect.

    


    3.12         Foreign Corrupt
Practices.  Neither the Company, nor any director, officer,
agent, employee or other person acting on behalf of the Company has, in the
course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or any foreign or
domestic government official or employee from corporate funds; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in violation of
any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or
(iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment to any foreign or domestic government official or
employees.

    


    
      	
               
      

            	
              3.13

            	
              Taxes.

            


    

    


     (a)        For
purposes of this Agreement: (i) “Tax” of “Taxes” mean all taxes, charges, fees,
levies or other similar assessments or liabilities, including without limitation
income, gross receipts, ad valorem, premium, value-added, excise, real property,
personal property, sales, use, transfer, withholding, employment, unemployment
insurance, social security, business license, business organization,
environmental, workers compensation, payroll, profits, license, lease, service,
service use, severance, stamp, occupation, windfall profits, customs, duties,
franchise and other taxes imposed by the United States of America of any state,
local or foreign government, or any other Governmental Entity, and any interest,
fines, penalties, assessments or additions to tax resulting from, attributable
to or incurred in connection with any tax or any contest or dispute thereof; and
(ii) “Tax Returns” means all reports, returns, declarations, statements or other
information required to be supplied to a taxing authority in connection with
Taxes and any amendment thereof.

    


     (b)        The
amount shown on the Balance Sheet as provision for Taxes is sufficient in all
material respects for the payment of all unpaid Taxes for all periods ending on
or before the date thereof.  The Company has timely filed or obtained
and presently effective extensions with respect to all Tax Returns that are or
were required to be filed by it, such Tax Returns are complete and accurate in
all material respects and all Taxes shown thereon to be due have been timely
paid.  The Company has no knowledge of any tax deficiency which has
been or might be asserted or threatened against it and that could reasonably be
expected to have a Company Material Adverse Effect. All Taxes that the Company
is or was required by law to have withheld or collected have been duly withheld
or collected and, to the extent required, have been timely paid to the proper
Governmental Entity, and no controversy with respect to Taxes is pending or, to
the best of the Company’s knowledge, threatened.  Neither the Company
nor, to the knowledge of the Company any of its stockholders, has ever filed an
election pursuant to Section 1362 of the Internal Revenue Code of 1986, as
amended (the “Code”), that the Company be taxed as an S
corporation.

    


     (c)        The
Company is not now and has never been a “United States real property holding
corporation” as defined in Section 897(c)(2) of the Code and the Treasury
Regulations thereunder.

    


    3.14         Property and
Assets.  The Company has good and marketable title to, or a
valid leasehold interest in, all of its material properties and assets,
including all properties and assets reflected in the Balance Sheet.

    


    


    
      
        
           


        

        
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    3.15         Insurance.  The
Company maintains valid policies of workers’ compensation insurance and of
insurance with respect to its properties and business of the kinds and in the
amounts not less than are customarily obtained by corporations of established
reputation engaged in the same of similar business and similarly situated,
including, without limitation, insurance against loss, damage, fire, theft,
public liability and other risks.

    


    3.16         Compliance.  The
Company has complied with all laws, regulations and orders applicable to its
present and proposed business and has all permits and licenses required thereby,
except to the extent such a violation could not reasonably be expected to result
in or have a Company Material Adverse Effect.  There is no term or
provision of any mortgage, indenture, contract, agreement or instrument to which
the Company is a party of by which it is bound, or, to the best of the Company’s
Entity applicable to or binding upon the Company, which has or could reasonably
be expected to result in or have a Company Material Adverse
Effect.  To the best of the Company’s knowledge, none of the employees
of the Company is in violation of any term of any contract or covenant (either
with the Company or with another entity) relating to employment, patents,
assignment of inventions, proprietary information disclosure, non-competition or
non-solicitation.

    


    
      	
               
      

            	
              3.17

            	
              Employees.

            


    

    


     (a)        All
current and former employees of the Company who have or have had access to
confidential or proprietary information of the Company have executed and
delivered nondisclosure and assignment of inventions agreements and all of such
agreements are in full force and effect.

    


     (b)        The
Company is not aware that any employee of the Company has plans to terminate his
or her employment relationship with the Company.  All employees of the
Company are engaged by the Company on a full time basis.  The Company
has complied in all material respects with all applicable laws relating to
wages, hours, equal opportunity, collective bargaining, workers’ compensation
insurance and the payment of social security and other Taxes.  None of
the employees of the Company is represented by any labor union, and there is no
labor strike or other labor trouble pending with respect to the Company
(including, without limitation, any organizational drive) or, to the best of the
Company’s knowledge, threatened.

    


    3.18         ERISA.  The
Company does not have or otherwise contribute to or participate in any employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as
amended, other than a medical benefit plan with respect to which the Company has
made all required contributions and has complied with all applicable
laws.

    


    3.19         Books and
Records.  The minute books of the Company contain complete and
accurate records of all meetings and other corporate actions of its stockholders
and its Board of Directors and committees thereof.  The stock ledger
of the Company is complete and accurate and reflects all issuances, transfers,
repurchases and cancellations of shares of capital stock of the
Company.

    


    3.20         Non-Public
Information.  The Company has not disclosed to the purchaser
information that would constitute material non-public information as of the
Closing.

    


    3.21         Disclosures.  Neither
this Agreement nor any Exhibit hereto, nor any Ancillary Agreement nor any
report, certificate or instrument furnished by the Company to any of the
Purchaser or its counsel in connection with the transactions contemplated by
this Agreement, when read together, contains or will contain any untrue
statement of a material fact or omits or will omit to sate a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading.  Each
projection furnished was prepared in good faith based on reasonable assumptions
and represents the Company’s best estimate of future results based on
information available as of the date of such projections.

    


    


    
      
        
           


        

        
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    3.22         Use of Purchaser
Name.  Except as may be required by applicable law or
regulation, the Company shall not use the Purchaser’s name in any advertisement,
announcement, press release or other similar public communication unless is has
received the prior written consent of the Purchaser for the specific use
contemplated or as otherwise required by applicable law or
regulation.

    


    4.         Representations of the
Purchaser.  The Purchaser represents and warrants to the
Company as follows:

    


    4.1           Investment.  The
Purchaser is acquiring the Shares for its own account for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor
with any present intention of distributing or selling the same; and, except as
contemplated by this Agreement, and the Exhibits hereto, the Purchaser has no
present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof.

    


    4.2           Accredited
Investor.  The Purchaser is an “accredited investor” as defined
in Rule 501(a) under the Securities Act.

    


    4.3           Authority.  The
Purchaser has full power and authority to enter into and to perform this
Agreement and the Ancillary Agreement in accordance with their
terms.  If the Purchaser is a corporation, limited liability Company,
partnership or trust represents that is have no been organized, reorganized or
recapitalized specifically for the purpose of investing in the
Company.

    


    4.4           Disclosure and
Experience.  Such Purchaser has carefully read and reviewed the
information, representations, and risks concerning the Company contained in this
Agreement any Ancillary Agreement, and any exhibits or schedules thereto or
documents incorporated by reference therein.  The officers of the
Company have made available to such Purchaser any and all written information
which he, she or it has requested and have answered to such Purchaser’s
satisfaction all inquiries made by such Purchaser; and such Purchaser has
sufficient knowledge and experience in finance and business that he, she or it
is capable of evaluating the risks and merits of his, her or its investment in
the Company and such Purchaser is able financially to beat the risks
thereof.

    


    4.5           No Outside
Representations.  The Purchaser acknowledges that it is not
relying upon statements or representations by any person, firm or corporation,
other than the Company, in making its decision to invest in the
Company.

    


    4.6           Risk
Factors.  The Purchaser agrees and acknowledges that it has
been informed about and fully understands that there are risks associated with
an investment in the Company.

    


    4.7           Sole Party in
Interest.  The Purchaser represents and warrants that it is the
sole and true party in interest with respect o the Shares being issued to
it.

    


    4.8           Investment
Purpose.  The Purchaser represents and warrants that it is
acquiring the Shares for its own account, for investment  purposes,
and not for the account of benefit of any other person or entity or for or with
a view to resale or distribution thereof, and it has no present intention to
effect any distribution of the Shares, provided that the disposition of the
Shares owned by such Purchaser shall at all times be and remain within its
control, subject to the provisions of this Agreement and the Ancillary
Agreements.

    


    


    
      
        
           


        

        
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    4.9           Knowledge and
Experience.  The Purchaser is experienced in evaluating and
making speculative investments, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of its investment in the Company.  The Purchaser understands
that an investment in the Company is speculative and has concluded that its
proposed investment is appropriate in light of its overall investment objectives
and financial situation.

    


    4.10         Disclosure: Access to
Information.  The Purchaser has received, read and understands
this Agreement; that all documents, records, books, and other information
pertaining to its investment in the Company requested by it have been made
available for inspection and copying and there are no additional materials or
documents that have been requested by it that have not been made available by or
on behalf of the Company.

    


    4.11         Accuracy of Representations
and Information.  All representations made by the Purchaser in
this Agreement, and all other information provided by it to the Company
concerning it, are correct and complete in all material respects as of the date
hereof, and further that if there is any material change in such information
before the Closing Date and the issuance of the Shares, it promptly will provide
such information to the Company.

    


    4.12         Tax
Matters.  The Purchaser represents and warrants that is has
reviewed and understands the U.S. federal and any applicable state income tax
aspects of its purchase of the Shares, and has received such advice in this
regard as it deems necessary from qualified sources such as attorneys, tax
advisors or accountants, and is not relying on any representative or employee of
the Company for such advice.

    


    4.13         Manner of
Sale.  The Purchaser represents and warrants that at no time
was such Purchaser presented with or solicited by or through any leaflet, public
promotional meeting, television advertisement or any other form of general
solicitation or advertising.

    


    4.14         Liquidity.  The
Purchaser presently has sufficient liquid assts to pay the Purchase Price for
all Shares to be purchased by it hereunder, has adequate means of providing for
its current needs and contingencies and has no need for liquidity in its
investment in the Company or for a source of income from the Company and is
capable of bearing the economic risk and the burden of the investment
contemplated by this Agreement including, but not limited to, the possibility of
the complete loss of the value of the Shares and the limited transferability of
the Shares, which may make the liquidation of the Shares impossible in the near
future.

    


    4.15         Absence of
Conflicts.  Neither the execution and delivery of this
Agreement or any other agreement or instrument to be executed in connection
therewith, nor the consummation of the transactions contemplated thereby and
compliance with the requirements thereof, will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Purchaser, of the provision of any indenture, instrument or agreement to which
it is a party or is subject, or by which it or any of its properties is bound,
or conflict with or constitute a material default thereunder, or result in the
creation or imposition of any lien pursuant to the terms of any such indenture,
instrument or agreement, or constitute a breach of any fiduciary duty owed by or
to it to any third party, or require the approval of any third party pursuant to
any material contract, agreement, instrument, relationship or legal obligation
to which it is subject or to which any of its properties, operations or
management may be subject.  If the Purchaser is, or is purchasing
Shares on behalf of, a mutual fund, venture capital fund, investment
partnership, or other entity formed fro the purpose of group investing on behalf
of fun equity owners (an “Investment Fund”), the Purchaser has made its own
determination of the suitability of an investment in Shares for the Investment
Fund and an investment in Shares satisfies all diversification, liquidity and
other requirements applicable to an investment by such Investment
Fund.

    


    


    
      
        
           


        

        
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    5.         Transfer of
Shares.

    


    5.1           Restricted
Shares.  “Restricted Shares” means (a) the Shares, and (b) any
other shares of capital stock of the Company issued in respect of such shares
(as a result of stock splits, stock dividends, reclassifications,
recapitalizations or similar events); provided, however, that shares
of Common Stock which are Restricted Shares shall cease to be Restricted Shares
(x) upon any sale pursuant to a registration statement under the Securities Act,
Section 4(1) of the Securities Act or Rule 144 under the Securities Act or (y)
at such time as they become eligible for sale under Rule 144(k) under the
Securities Act.

    


    
      	
               
      

            	
              5.2

            	
              Requirements for
      Transfer.

            


    

    


     (a)        Restricted
Shares shall not be sold or transferred unless either (i) they first shall have
been registered under the Securities Act, or (ii) the Company first shall have
been furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act.

     

     (b)        Notwithstanding
the foregoing, no registration or opinion of counsel shall be required for (i) a
transfer by the Purchaser to an Affiliated Party (as such term is defined below)
or such Purchaser, (ii) a transfer by the Purchaser which is a partnership to a
partner of such partnership or a retired partner of such partnership who retires
after the date hereof, or to the estate of any such partner or retired partner,
or (iii) a transfer by the Purchaser which is a limited liability company to a
member of such limited liability company or a retired member who resigns after
the date hereof or to the estate of any such member or retired member; provided
that the transferee in each case agrees in writing to be subject to the terms of
this Section 5 to the same extent as if it were the original Purchaser
hereunder, or (iv) a transfer made in accordance with Rule 144 under the
Securities Act.  For purposes of this Agreement “Affiliated Party”
shall mean, with respect to the Purchaser, any person or entity which, directly
or indirectly, controls, is controlled by or is under common control with such
Purchaser, including, without limitation, any general partner, officer or
director of such Purchaser

    


    5.3           Legend.  Each
certificate representing Restricted Shares shall bear a legend substantially in
the following form:

    


    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURTIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.”

    


    5.4           The
foregoing legend shall be removed from the certificates representing any
Restricted Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Securities
Act.

    


    


    


    


    


    
      
        
           


        

        
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              6.

            	
              Indemnification.

            


    

    


    6.1           The
Company hereby agrees to indemnify, defend and hold harmless the Purchaser and
its respective affiliates, directors, officers, trustees, employees and
representatives (any of the foregoing, a “Purchaser Indemnified Party”), from
and against any and all causes of action, suits, losses, liabilities, claims,
obligations, damages, deficiencies, costs and expenses, fines or penalties,
including interest, reasonable attorneys’ fees and all reasonable amounts paid
in investigation, defense or settlement of any of the foregoing (“Losses”)
suffered, sustained, incurred or required to be paid by any such Purchaser
Indemnified Party due to, based upon or arising out of any material inaccuracy
in, or any material breach of, a representation or warranty of the Company
contained in this Agreement.

    


    6.2           The
Purchaser hereby agrees to indemnify, defend and hold harmless the Company and
its affiliates, directors, officers, trustees, managers, employees and
representatives (any of the foregoing, a “Company Indemnified Party”), from and
against any Losses suffered, sustained, incurred or required to be paid by any
such Company Indemnified Party due to, based upon or arising out of any material
inaccuracy in, or any material breach of, a representation or warranty of such
Purchaser contained in this Agreement.

    


    
      	
               
      

            	
              7.

            	
              Miscellaneous.

            


    

    


    7.1           Successors and
Assigns.  This Agreement, and the rights and obligations of the
Purchaser hereunder, may be assigned by such Purchaser to (a) any person or
entity to which Shares are transferred by such Purchaser, or (b) to any
affiliate, partner, member, stockholder or subsidiary of such Purchaser, and, in
each case, such transferee shall be deemed a “Purchaser” for purposes of this
Agreement; provided that each such assignment of rights shall be contingent upon
the transferee providing a written instrument to the Company notifying the
Company of such transfer and assignment and agreeing in writing to be bound by
the terms of this Agreement.  The Company may not assign its rights
under this Agreement.

    


    7.2           Survival of Representations
and Warranties.  All representations and warranties contained
herein shall survive the execution and delivery of this Agreement and the
closings of the transactions contemplated hereby.

    


    7.3           Brokers.  The
Company and the Purchaser each (a) represents and warrants to the other parties
hereto that he, she or it has not retained a finder or broker in connection with
the transactions contemplated by this Agreement, and (b) will indemnify and save
the other parties harmless from and against any and all claims, liabilities or
obligations with respect to brokerage or finders’ fees or commissions, or
consulting fees in connection with the transactions contemplated by this
Agreement asserted by any person on the basis of any statement or representation
alleged to have been made by such indemnifying party.

    


    7.4           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

    


    7.5           Specific Performance.  In
addition to any and all other remedies that may be available at lay in the event
of any breach of this Agreement, the Purchaser shall be entitled to specific
performance of the agreements and obligations of the Company hereunder and to
such other injunctive or other equitable relief as may be granted by a court of
competent jurisdiction.

    


    


    
      
        
           


        

        
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    7.6           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah (without reference to the
conflicts of law provisions thereof), as to all other matters.

    


    7.7           Notices.  All notices,
requests, consents and other communications under this Agreement shall be in
writing and shall be deemed delivered (a) three business days after being sent
by registered or certified mail, return receipt requested, postage prepaid or
(b) one business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, in each case to the
intended recipient as set forth below:

    


    If to the
Company, at

    


    Volu-Sol
Reagents, Inc.

    5095 West
2100 South

    West
Valley, UT 84120

    Attn:
Chief Financial Officer

    Telephone
No.: (801) 974-9474

    Facsimile
No.: (801) 974-9553

    


    With a
copy (which shall not constitute notice), to

    


    Durham
Jones & Pinegar, P.C.

    111 East
Broadway, Suite 900

    Salt Lake
City, UT 84111

    Attn:
Wayne D. Swan

    Telephone
No.: (801) 415-3000

    Facsimile
No.: (801) 415-3500

    


    If to
Purchaser, at

    


    _____________________

    _____________________

    _____________________

    


    With a copy to:

    


    _____________________

    _____________________

    _____________________

    


    


    Any party
may give any notice, request, consent or other communication under this
Agreement using any other means (including, without limitation, personal
delivery, messenger service, telecopy, first class mail or electronic mail), but
no such notice, request, consent or other communication shall be deemed to have
been duly given unless and until it is actually received by the party for whom
it is intended.  Any party may change the address to which notices,
requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this
Section.

    


    


    
      
        
           


        

        
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    7.8           Complete
Agreement.  This Agreement (including its Exhibits) constitutes
the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.

    


    7.9           Amendments and
Waivers.  This Agreement may be amended or terminated and the
observance of any term of this Agreement may be waived with respect to all
parties to this Agreement (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of both the
Company and the Purchaser.  No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

    


    7.10         Pronouns.  Whenever
the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and vice versa.

    


    7.11         Counterparts; Facsimile
Signatures.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same document.  This agreement may be
executed by facsimile signatures.

    


    7.12         Section Headings and
References. The section headings are for the convenience of the parties
and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.  Any reference in this agreement to a
particular section or subsection shall refer to a section or subsection of this
Agreement, unless specified otherwise.

    


    


    
       
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    Executed
as of the date first written above.

    


    
      	 
      	
              COMPANY:

            
	 
      	 
      
	 
      	
              VOLU-SOL
      REAGENTS, INC.

            
	 
      	 
      
	 
      	
              __________________________

            
	 
      	 
      
	 
      	
              By:
      _______________________

            
	 
      	 
      
	 
      	 
      
	 
      	
              Purchaser:

            
	 
      	 
      
	 
      	
              __________________________

            


    

     

     

     

     

     

    


    
      
        
           


        

        
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    EXHIBIT
A

    


    Unaudited
Financial Statements

     

     

     

    


    
      
        
           


        

        
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    EXHIBIT
B

    


    Business
Plan

     

     

     

     

    
      14