ex101.htm


    Exhibit
      10.1


    


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      Stock Purchase Agreement
      (“Agreement”) is made and entered into as of this 18th  day of
      December, 2007, by and among In Veritas Medical Diagnostic, Inc., a Colorado
      corporation having its principal offices at the Green House, Beechwood Business
      Park North, Inverness, Scotland 1V2 3BL (the “Seller”), Medical Diagnostic
      Innovations Ltd. a corporation organized under the laws of England and Wales
      having its principal office at 3rd Floor,
      14 South
      Molton Street, London W1K 5QP, United Kingdom (the “Purchaser”), IVMD (UK)
      Limited, a corporation organized under the laws of England and Wales having
      its
      principal office at Unit 2, Taurus Business Park, Europa Boulevard, Westbrook,
      Warrington, WA5 5YT, United Kingdom (“IVMD UK”) and Jopejo Limited, a
      corporation organized under the laws of England and Wales having its principal
      office at Unit 2, Taurus Business Park, Europa Boulevard, Westbrook, Warrington,
      WA5 5YT, United Kingdom (“Jopejo” IVMD UK and Jopejo are sometimes collectively
      referred to hereinafter as the “Subsidiaries”).

    


    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Seller owns 19,609 shares of common stock, par value £1.00  per share
      and 221,091 shares of cumulative redeemable preferred stock, par value £1.00 per
      share of IVMD UK (the “IVMD UK Shares”) and 83,353 shares of common stock, par
      value £0.05 per share of Jopejo (the “Jopejo Shares” and collectively with the
      IVMD UK Shares, the “Shares”), which Shares constitute 100% of the issued and
      outstanding shares of capital stock of each of the Subsidiaries;
      and

     

    WHEREAS,
      the Seller desires to sell to the Purchaser, and the Purchaser desires to
      purchase from the Seller, the Shares for the purchase price and upon the terms
      and conditions hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter contained, the parties hereby agree as
      follows:

     

    ARTICLE
      I

     

    SALE
      AND
      PURCHASE OF SHARES

     

    1.1  Sale
      and Purchase of Shares.

     

    Upon
      the
      terms and subject to the conditions contained herein, on the Closing Date the
      Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and
      the Purchaser shall purchase from the Seller, all of the
      Shares.  

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

     

    PURCHASE
      PRICE AND PAYMENT

     

    2.1  Amount
      of Purchase Price. The purchase price (the “Purchase Price”) to be paid by
      Purchaser for the Shares is Six Hundred and Sixty Five Thousand, Eight Hundred
      and Seventy Two Dollars ($665,872), of which Twenty Six Thousand, Five Hundred
      Dollars ($26,500) has been previously advanced by, or on behalf of the Purchaser
      to defray certain costs incurred by the Seller in connection with the
      preparation and filing of the Form 10-QSB for the quarter ended April 30,
      2007

     

    2.2  Payment
      of Purchase Price.

     

    On
      the
      Closing Date, the Purchaser shall pay balance of the Purchase Price to the
      Seller, which shall be paid by the delivery to Seller of a certified or bank
      cashier's check, payable to the order of the Seller or, at the Seller’s option,
      by wire transfer of immediately available funds into accounts designated by
      the
      Seller.

    


    


    ARTICLE
      III

     

    CLOSING
      AND TERMINATION

     

    3.1  Closing
      Date.

     

                          Subject
      to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
      (or the waiver thereof by the party entitled to waive that condition), the
      closing of the sale and purchase of the Shares provided for in Section 1.1
      hereof (the "Closing") shall take place at the offices of Sichenzia Ross
      Friedman Ference LLP located at 61 Broadway, 32nd Floor,
      New York,
      New York 10006 (or at such other place as the parties may designate in writing)
      on such date as the Seller and the Purchaser may designate.  The date
      on which the Closing shall be held is referred to in this Agreement as the
      "Closing Date".

     

    


    3.2  Termination
      of Agreement.

     

    This
      Agreement may be terminated prior to the Closing as follows:

     

    (a)  At
      the
      election of the Seller or the Purchaser after March 15, 2007, if the Closing
      shall not have occurred by the close of business on such date, provided that
      the
      terminating party is not in default of any of its obligations
      hereunder;

     

    (b)  by
      mutual
      written consent of the Seller and the Purchaser; or

     

    (c)  by
      the
      Seller or the Purchaser if there shall be in effect a final nonappealable order
      of a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated hereby;
      it being agreed that the parties hereto shall promptly appeal any adverse
      determination which is not nonappealable (and pursue such appeal with reasonable
      diligence).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.3  Procedure
      Upon Termination.

     

    In
      the
      event of termination and abandonment by the Purchaser or the Seller, or both,
      pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given
      to the other party or parties, and this Agreement shall terminate, and the
      purchase of the Shares hereunder shall be abandoned, without further action
      by
      the Purchaser or the Seller.  

     

    3.4  Effect
      of Termination.

     

    In
      the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of their duties and obligations arising under
      this
      Agreement after the date of such termination and such termination shall be
      without liability to the Purchaser, the Seller or each of the Subsidiaries;
      provided, however, that the obligations of the parties set forth in Section
      10.4
      hereof shall survive any such termination and shall be enforceable hereunder;
      provided, further, however, that nothing in this Section 3.4 shall relieve
      the
      Purchaser or the Seller of any liability for a breach of this
      Agreement.

     

    


    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER AND THE SUBSIDIARIES

     

    The
      Seller and the Subsidiaries hereby
      jointly and severally represent and warrant to the Purchaser that:

    


    4.1.           Organization
      and Good Standing. The Seller and each of the Subsidiaries, are corporations
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of their incorporation.  The Seller and each of the
      Subsidiaries, are not required to be qualified to transact business in any
      other
      jurisdiction where the failure to do so would reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      this Agreement, (ii) a material adverse effect on the results of operations,
      assets, business or financial condition of the Seller and each of the
      Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Seller’s and each of the Subsidiaries, ability to perform in any material
      respect on a timely basis their obligations under this Agreement (any of (i),
      (ii) or (iii), a “Material Adverse Effect”).

    


    4.2.           Authority.

    


    (a)           The
      Seller and each of the Subsidiaries, have full power and authority (corporate
      and otherwise) to carry on their business and have all permits and licenses
      that
      are necessary to the conduct of their business or to the ownership, lease or
      operation of their properties and assets.

    


    (b)           The
      execution of this Agreement and the delivery hereof to the Purchaser and the
      sale contemplated herein have been, or will be prior to Closing, duly authorized
      by the Board of Directors of the Seller and each of the Subsidiaries, having
      full power and authority to authorize such actions.

    


    (c)           Subject
      to any consents required under Section 4.5 below, the Seller and each of the
      Subsidiaries have the full legal right, power and authority to execute, deliver
      and carry out the terms and provisions of this Agreement; and this Agreement
      has
      been duly and validly executed and delivered on behalf of the Seller and each
      of
      the Subsidiaries and constitute a valid and binding obligation of the Seller
      and
      each of the Subsidiaries, enforceable in accordance with its terms, subject
      to
      applicable bankruptcy, insolvency, reorganization, moratorium or other laws
      of
      general application affecting enforcement of creditors' rights and subject
      to
      general principles of equity that restrict the availability of equitable
      remedies.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (d)           Neither
      the execution and delivery of this Agreement, the consummation of the
      transactions herein contemplated, nor compliance with the terms of this
      Agreement will violate, conflict with, result in a breach of, or constitute
      a
      default under any statute, regulation, indenture, mortgage, loan agreement,
      or
      other agreement or instrument to which the Seller and each of the Subsidiaries
      are  parties or by which each or any of them is bound, any charter,
      regulation, or bylaw provision of the Seller and each of the Subsidiaries or
      any
      decree, order, or rule of any court or governmental authority or arbitrator
      that
      is binding on the Seller or each of the Subsidiaries, in any way.

    


    4.3.           Shares.

    


    (a)           The
      authorized capital stock of the Seller consists of 500,000,000 shares of common
      stock, par value $0.001 per share and 50,000, 000 shares of preferred stock
      of
      which 86,048,474 shares of common stock and 34,343,662 shares of designated
      as
      Series A Preferred stock are issued and outstanding. Other than set forth in
      the
      SEC Reports, there are no authorized or outstanding subscriptions, options,
      warrants, calls, contracts, demands, commitments, convertible securities or
      other agreements or arrangements of any character or nature whatever under
      which
      the Seller  is or may become obligated to issue, assign or transfer
      any shares of capital stock of the Seller.

    


    (b)           The
      authorized capital stock of IVMD UK consists of 19,609 shares of common stock,
      par value £1.00  per share, of which 19,609 shares are outstanding.
      The shares of IVMD UK are duly authorized, validly issued, fully paid and
      non-assessable

    


    (c)           The
      authorized capital stock of Jopejo Limited consists of 2,000,020 shares of
      common stock, par value £0.05 per share, of which 83,353 shares are outstanding.
      The shares of Jopejo are duly authorized, validly issued, fully paid and
      non-assessable

    


    (d)           Upon
      the delivery to Purchaser on the Closing Date of the certificates representing
      the Shares, Purchaser will have good, legal, valid, marketable and indefeasible
      title to the then issued and outstanding shares of capital stock of each of
      the
      Subsidiaries, free and clear of any liens, pledges, encumbrances, charges,
      agreements, options, claims or other arrangements or restrictions of any
      kind.

    


    4.4.           Consents.
      Except for the approval of the shareholders of the Seller, no consents or
      approvals of any public body or authority and no consents or waivers from other
      parties to leases, licenses, franchises, permits, indentures, agreements or
      other instruments are (i) required for the lawful consummation of the
      transactions contemplated hereby, or (ii) necessary in order that the
      Business can be conducted by the Purchaser in the same manner after the Closing
      as heretofore conducted by the Seller or each of the Subsidiaries nor will
      the
      consummation of the transactions contemplated hereby result in creating,
      accelerating or increasing any liability of the Seller or each of the
      Subsidiaries.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    4.5.           SEC
      Reports; Financial Statements.  The Seller has filed all reports,
      schedules, forms, statements and other documents required to be filed by the
      Seller under the Securities Act and the Exchange Act, including pursuant to
      Section 13(a) or 15(d) thereof, for the two years preceding the date hereof
      (or
      such shorter period as the Seller was required by law or regulation to file
      such
      material) (the foregoing materials, including the exhibits thereto and documents
      incorporated by reference therein, being collectively referred to herein as
      the
“SEC Reports”) on a timely basis or has received a valid extension of
      such time of filing and has filed any such SEC Reports prior to the expiration
      of any such extension.  As of their respective dates, the SEC Reports
      complied in all material respects with the requirements of the Securities Act
      and the Exchange Act, as applicable, and none of the SEC Reports, when filed,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.  Such financial statements comply in all material respects
      with applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of
      filing.  Such financial statements have been prepared in accordance
      with United States generally accepted accounting principles applied on a
      consistent basis during the periods involved (“GAAP”), except as may be
      otherwise specified in such financial statements or the notes thereto and except
      that unaudited financial statements may not contain all footnotes required
      by
      GAAP, and fairly present in all material respects the financial position of
      the
      Seller and its consolidated Subsidiaries as of and for the dates thereof and
      the
      results of operations and cash flows for the periods then ended, subject, in
      the
      case of unaudited statements, to normal, immaterial, year-end audit
      adjustments.

    


    4.6.           Books
      and Records.  The books and records of the Seller and each of the
      Subsidiaries are complete and correct in all material respects and have been
      maintained in accordance with sound business practices, including the
      maintenance of an adequate system of internal controls.  True and
      complete copies of all available minute books and all stock record books of
      each
      of the Subsidiaries will be delivered to Purchaser at Closing.

    


    4.7.           Absence
      of Undisclosed Liabilities.  Except as and to the extent reflected
      or reserved against the financial statements included in the most recent SEC
      Report, there are no liabilities or obligations of the Seller and each of the
      Subsidiaries of any kind whatsoever, whether accrued, fixed, absolute,
      contingent, determined or determinable, and including without limitation
      (i) liabilities to former, retired or active employees of the Seller or
      each of the Subsidiaries under any pension, health and welfare benefit plan,
      vacation plan or other plan of the Seller or each of the Subsidiaries,
      (ii) tax liabilities incurred in respect of or measured by income for any
      period prior to the close of business on the, or arising out of transactions
      entered into, or any state of facts existing, on or prior to said date, and
      (iii) contingent liabilities in the nature of an endorsement, guarantee,
      indemnity or warranty, and there is no condition, situation or circumstance
      existing or which has existed that would reasonably be expected to result in
      any
      material liability of the Seller or each of the Subsidiaries, other than
      liabilities and contingent liabilities incurred in the ordinary course of
      business since the most recent SEC Report consistent with the Seller’s recent
      customary business practice, none of which would reasonably be expected to
      have
      a Material Adverse Effect.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    4.8           Taxes.  The
      Seller and each of the Subsidiaries have timely filed all federal, state, local
      and foreign returns, estimates, information statements and reports (“Returns”)
      relating to Taxes required to be filed by the Seller and each of the
      Subsidiaries with any Tax authority.  All such Returns are true,
      correct and complete in all material respects.  The Seller and each of
      the Subsidiaries have paid all Taxes shown to be due on such
      Returns.  The Seller and each of the Subsidiaries are currently not
      the beneficiary of any extensions of time within which to file any Returns.
      No
      claim has ever been made by an authority in a jurisdiction where the Seller
      and
      each of the Subsidiaries do not file tax returns that the Seller or each of
      the
      Subsidiaries is or may be subject to taxation by that
      jurisdiction.  There are no claims or encumbrances on any of the
      Seller’s or the Subsidiaries assets that arose in connection with any failure
      (or alleged failure) to pay any tax.

    


    4.9           Contracts.  Except
      as would not have a material adverse effect on the Subsidiaries or their
      obligations, (i) all contracts, agreements and commitments of the
      Subsidiaries are valid, binding and in full force and effect, and
      (ii) neither of the Subsidiaries nor, to the Seller’s knowledge, any other
      party to any such contract, agreement, or commitment has materially breached
      any
      provision thereof or is in default thereunder.  The sale of the Shares
      by the Seller in accordance with this Agreement will not result in the
      termination of any contract, agreement or commitment of the Subsidiaries, and
      immediately after the Closing, each such contract, agreement or commitment
      will
      continue in full force and effect without the imposition or acceleration of
      any
      burdensome condition or other obligation on the Subsidiaries resulting from
      the
      sale of the Shares by the Seller.  True and complete copies of all
      contracts of the Subsidiaries will be delivered to Purchaser at
      Closing.

    


    4.12.                      Compliance
      With the Law.  The Seller and each of the Subsidiaries is not in
      material violation of any applicable federal, state, local or foreign law,
      regulation or order or any other, decree or requirement of any governmental,
      regulatory or administrative agency or authority or court or other tribunal
      (including, but not limited to, any law, regulation order or requirement
      relating to securities, properties, business, products, manufacturing processes,
      advertising, sales or employment practices, terms and conditions of employment,
      occupational safety, health and welfare, conditions of occupied premises,
      product safety and liability, civil rights, or environmental protection,
      including, but not limited to, those related to waste management, air pollution
      control, waste water treatment or noise abatement).  The Subsidiaries
      have not been and are not now charged with, or to the knowledge of the Seller
      or
      the Subsidiaries under investigation with respect to, any violation of any
      applicable law, regulation, order or requirement relating to any of the
      foregoing, nor, to the knowledge of Seller or the Subsidiaries, are there any
      circumstances that would reasonably be expected to give rise to any such
      violation.  The Subsidiaries have filed all reports required to be
      filed with any governmental, regulatory or administrative agency or
      authority.

    


    4.13.                      Litigation;
      Pending Labor Disputes.  Except as would not have a material
      adverse effect on the Seller, there are no legal, administrative, arbitration
      or
      other proceedings or governmental investigations pending or, to the knowledge
      of
      Seller or the Subsidiaries, threatened, against the Seller or the Subsidiaries,
      relating to the business of the Subsidiaries or their properties (including
      leased property), or the transactions contemplated by this Agreement, nor is
      there any basis known to the Seller or the Subsidiaries for any such
      action.  There are no judgments, decrees or orders of any court, or
      any governmental department, commission, board, agency or instrumentality
      binding upon Seller or the Subsidiaries relating to the business of each of
      the
      Subsidiaries the effect of which is to prohibit any business practice or the
      acquisition of any property or the conduct of any business by the Subsidiaries
      or which limit or control or otherwise adversely affect its method or manner
      of
      doing business.

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    4.14           Broker.  Neither
      the Seller nor the Subsidiaries have retained any broker in connection with
      any
      transaction contemplated by this Agreement.  Purchaser and the Seller
      shall not be obligated to pay any fee or commission associated with the
      retention or engagement by the Seller of any broker in connection with any
      transaction contemplated by this Agreement.

    


    4.15.                      Disclosure.  All
      statements contained in any contract, schedule, closing certificate, opinion,
      or
      other closing document delivered by or on behalf of the Seller or each of the
      Subsidiaries pursuant hereto or in connection with the transactions contemplated
      hereby shall be deemed representations and warranties by the Seller and the
      Seller herein.  No statement, representation or warranty by the Seller
      or each of the Subsidiaries in this Agreement or in any contract, schedule,
      closing certificate, opinion, or other closing document furnished or to be
      furnished to the Purchaser pursuant hereto or in connection with the
      transactions contemplated hereby contains or will contain any untrue statement
      of a material fact or omits or will omit to state a material fact required
      to be
      stated therein or necessary to make the statements contained therein not
      misleading or necessary in order to provide a prospective purchaser of the
      business the Subsidiaries with full and fair disclosure concerning the Seller,
      and the Subsidiaries’ affairs.

     

    


    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    5.1  Organization
      and Good Standing.

     

    The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation.

     

    5.2  Authority.

     

    (a)           The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein have been, or will prior to Closing be, duly
      and validly approved and acknowledged by all necessary corporate action on
      the
      part of the Purchaser.

    


    (b)           The
      execution of this Agreement and the delivery hereof to the Seller and the
      purchase contemplated herein have been, or will be prior to Closing, duly
      authorized by the Purchaser’s Board of Directors having full power and authority
      to authorize such actions.

    


    


    


    5.3  Conflicts;
      Consents of Third Parties.

     

    (a)  The
      execution and delivery of this Agreement and the consummation of the
      transactions herein contemplated, and the compliance with the provisions and
      terms of this Agreement, are not prohibited by the Articles of Incorporation
      or
      Bylaws of the Purchaser and will not violate, conflict with or result in a
      breach of any of the terms or provisions of, or constitute a default under,
      any
      court order, indenture, mortgage, loan agreement, or other agreement or
      instrument to which the Purchaser is a party or by which it is
      bound.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (b)  No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or governmental body is required
      on
      the part of the Purchaser in connection with the execution and delivery of
      this
      Agreement or the Purchaser Documents or the compliance by Purchaser with any
      of
      the provisions hereof or thereof.

     

    5.4  Litigation.

     

    There
      are
      no Legal Proceedings pending or, to the best knowledge of the Purchaser,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Purchaser to enter into this Agreement or consummate the transactions
      contemplated hereby.

     

    5.5  Broker.

     

    The
      Purchaser has not retained any broker in connection with any transaction
      contemplated by this Agreement.  Seller shall not be obligated to pay
      any fee or commission associated with the retention or engagement by the
      Purchaser of any broker in connection with any transaction contemplated by
      this
      Agreement.

     

    
 

    ARTICLE
      VI

     

    COVENANTS

     

    6.1  Access
      to Information.

     

    The
      Seller and the Subsidiaries agree that, prior to the Closing Date, the Purchaser
      shall be entitled, through its officers, employees and representatives
      (including, without limitation, its legal advisors and accountants), to make
      such investigation of the properties, businesses and operations of the Seller
      and the Subsidiaries and such examination of the books, records and financial
      condition of the Seller and the Subsidiaries as it reasonably requests and
      to
      make extracts and copies of such books and records.  Any such
      investigation and examination shall be conducted during regular business hours
      and under reasonable circumstances, and the Seller shall cooperate, and shall
      cause the Seller and the Subsidiaries to cooperate, fully therein.  No
      investigation by the Purchaser prior to or after the date of this Agreement
      shall diminish or obviate any of the representations, warranties, covenants
      or
      agreements of the Seller contained in this Agreement or the Seller
      Documents.  In order that the Purchaser may have full opportunity to
      make such physical, business, accounting and legal review, examination or
      investigation as it may reasonably request of the affairs of the Seller and
      the
      Subsidiaries, the Seller shall cause the officers, employees, consultants,
      agents, accountants, attorneys and other representatives of the Seller and
      the
      Subsidiaries to cooperate fully with such representatives in connection with
      such review and examination.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.2  Consents.

     

    The
      Seller and the each of the Subsidiaries shall use their best efforts, and the
      Purchaser shall cooperate with the Seller and the Subsidiaries to obtain at
      the
      earliest practicable date all consents and approvals required to consummate
      the
      transactions contemplated by this Agreement, including, without limitation,
      the
      consents and approvals referred to in Section 4.4 hereof.

     

    6.3  Preferred
      Stock

     

    Each
      of
      the Seller, Purchaser and Subsidiaries shall take all action necessary to secure
      the cancellation of all or substantially all of the outstanding shares of Series
      A Preferred Stock of Seller at the Closing.

    


    6.4  Royalty
      Participation Agreements

     

    (a)
      Upon
      the Closing, IVMD (UK) shall assume the obligation to pay an aggregate of ten
      (10%) percent of the royalty payments received from the sale of the prothrombin
      blood clotting measuring device (the “PT Device”) on a pro rata basis to the PT
      Note Holders set forth on Schedule 6.4(b) pursuant to certain Royalty
      Participation Agreements (the “Royalty Agreements”) entered into among the
      Seller and the PT Note Holders, up to a maximum of an aggregate of One Million
      Three Hundred and Fifty Thousand ($1,350,000) Dollars (the “Maximum
      Payment”).

    


    (b)
      The
      parties agree that in the event that IVMD (UK) sells or otherwise disposes
      of
      its rights to receive royalty payments in respect of sales of the PT Device,
      the
      PT Note Holders shall receive an aggregate of  ten (10%) percent, on a
      pro rata basis, of any cash consideration received by IVMD (UK) in connection
      with any such sale or disposition, less any royalty payments paid by IVMD
      (UK)  to the PT Note Holders pursuant to Section 6.4(a) above but in
      no event shall any payment pursuant to this Section 6.4(b) exceed the Maximum
      Payment.

    


    (c)
      If a
      majority interest in either Purchaser or IVMD UK is sold within three (3) years
      of the date of this Agreement for a purchase price as set forth below before
      the
      obligations to make payments to the PT Note Holders pursuant to Sections 6.4(a)
      and 6.4(b) above are fully satisfied, then in such event all outstanding amounts
      owed to the PT Note Holders shall be payable as set forth below, on a pro rata
      basis, reduced by payments previously made to the PT Note Holders pursuant
      to
      this Section 6.4 of the Agreement:

    


    
      	
              Purchase
                price of Purchaser of IVMD UK or MDI

            	
              Payment
                to PT Note Holders

            
	
              Less
                than $2,000,000

            	
              Nil

            
	
              $2,000,000
                - $3,000,000

            	
              $200,000

            
	
              $3,000,000
                - $4,000,000

            	
              $300,000

            
	
              $4,000,000
                - $5,000,000

            	
              $450,000

            
	
              $5,000,000
                -$8,000,000

            	
              $600,000

            
	
              $8,000,000
                -$10,000,000

            	
              $800,000

            
	
              $10,000,000
                - $13,000,000

            	
              $900,000

            
	
              In
                excess of $13,000,000

            	
              $1,350,000

            


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
 

    (d)
      The parties hereby agree that IVMD
      (UK) hereby assumes the obligation to make the payments set forth in this
      Section 6.4 of this Agreement and shall not undertake or assume any other
      obligation of Seller to the PT Note Holders pursuant to the Royalty
      Agreements.

    


    6.5  Security
      Interest

     

    The
      Seller shall take all actions necessary to have any mortgages, liens and
      security interests of in any and all of the property of the Subsidiaries
      irrevocably released and terminated, and agrees to promptly obtain any and
      all
      mortgage releases in respect of any mortgages or deeds of trust encumbering
      any
      real property of each of the Subsidiaries and to obtain the consent of any
      such
      parties to the filing of Uniform Commercial Code ("UCC")
      termination statements with respect to any UCC financing statements filed
      against the Subsidiaries.

    


    6.6  Other
      Actions.

     

    (a)           Each
      of the Seller, the Subsidiaries and the Purchaser shall use its best efforts
      to
      (i) take all actions necessary or appropriate to consummate the transactions
      contemplated by this Agreement and (ii) cause the fulfillment at the earliest
      practicable date of all of the conditions to their respective obligations to
      consummate the transactions contemplated by this Agreement.

     

    


    (b)           The
      Seller shall write off or otherwise agree to forego all amounts due to it from
      each of the Subsidiaries on intercompany accounts or otherwise, in recognition
      of the fact that (i) the Purchaser is buying the Subsidiaries which have
      material third party net liabilities; and (ii) that the amounts shown as
      receivable on intercompany accounts are reasonably regarded as irrecoverable
      and
      have therefore been fully provided against in the books of the
      Seller.

    


    


    6.7  Publicity.

     

    None
      of
      the Seller, the Subsidiaries nor the Purchaser shall issue any press release
      or
      public announcement concerning this Agreement or the transactions contemplated
      hereby without obtaining the prior written approval of the other party hereto,
      which approval will not be unreasonably withheld or delayed, unless, in the
      sole
      judgment of the Purchaser or the Seller, disclosure is otherwise required by
      applicable Law or by the applicable rules of any stock exchange on which the
      Seller lists securities, provided that, to the extent required by applicable
      law, the party intending to make such release shall use its best efforts
      consistent with such applicable law to consult with the other party with respect
      to the text thereof.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VII

     

    CONDITIONS
      TO CLOSING

     

    7.1  Conditions
      Precedent to Obligations of Purchaser.

     

    The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Purchaser in whole or in part to the extent permitted by applicable
      law):

     

    (a)  all
      representations and warranties of the Seller and the Subsidiaries contained
      herein shall be true and correct as of the date hereof;

     

    (b)  all
      representations and warranties of the Seller and the Subsidiaries contained
      herein qualified as to materiality shall be true and correct, and the
      representations and warranties of the Seller and the Subsidiaries contained
      herein not qualified as to materiality shall be true and correct in all material
      respects, at and as of the Closing Date with the same effect as though those
      representations and warranties had been made again at and as of that
      time;

     

    (c)  the
      Seller and the Subsidiaries shall have performed and complied in all material
      respects with all obligations and covenants required by this Agreement to be
      performed or complied with by  them on or prior to the Closing
      Date;

     

    (d)  the
      Purchaser shall have been furnished with certificates (dated the Closing Date
      and in form and substance reasonably satisfactory to the Purchaser) executed
      by
      the Seller and the Subsidiaries certifying as to the fulfillment of the
      conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

     

    (e)  Certificates
      representing 100% of the Shares shall have been, or shall at the Closing be,
      validly delivered and transferred to the Purchaser, free and clear of any and
      all Liens;

     

    (f)  The
      RPA
      Note Holders shall have each entered into a Cancellation of Royalty
      Participation Agreement and a Royalty Participation Agreement in compliance
      with
      Section 6.4 of this Agreement in the forms attached hereto as Exhibits A and
      B,
      respectively.

     

    (g)  there
      shall not have been or occurred any Material Adverse Change;

     

    (h)  the
      Seller and the Subsidiaries shall have obtained all consents and waivers
      referred to in Section 4.4 hereof, in a form reasonably satisfactory to the
      Purchaser, with respect to the transactions contemplated by this Agreement
      and
      the Seller Documents; and

     

    (i)  no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller and the Subsidiaries, or the Purchaser seeking to restrain
      or
      prohibit or to obtain substantial damages with respect to the consummation
      of
      the transactions contemplated hereby, and there shall not be in effect any
      order
      by a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated
      hereby.

     

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    7.2  Conditions
      Precedent to Obligations of the Seller and the Subsidiaries.

     

    The
      obligations of the Seller and the Subsidiaries to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment, prior to or
      on
      the Closing Date, of each of the following conditions (any or all of which may
      be waived by the Seller and the Seller in whole or in part to the extent
      permitted by applicable law):

     

    (a)  all
      representations and warranties of the Purchaser contained herein shall be true
      and correct as of the date hereof;

     

    (b)  all
      representations and warranties of the Purchaser contained herein qualified
      as to
      materiality shall be true and correct, and all representations and warranties
      of
      the Purchaser contained herein not qualified as to materiality shall be true
      and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that date;

     

    (c)  the
      Purchaser shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by Purchaser on or prior to the Closing Date;

     

    (d)  the
      Seller shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Seller) executed by the
      Chief Executive Officer of the Purchaser certifying as to the fulfillment of
      the
      conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and

     

    (e)  The
      RPA
      Note Holders shall have each entered into a Cancellation of Royalty
      Participation Agreement and a Royalty Participation Agreement in compliance
      with
      Section 6.4 of this Agreement in the forms attached hereto as Exhibits A and
      B,
      respectively.

     

    (f)  no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller, the Subsidiaries, or the Purchaser seeking to restrain
      or
      prohibit or to obtain substantial damages with respect to the consummation
      of
      the transactions contemplated hereby, and there shall not be in effect any
      Order
      by a Governmental Body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated
      hereby.

     

    ARTICLE
      VIII

     

    DOCUMENTS
      TO BE DELIVERED

     

    8.1  Documents
      to be Delivered by the Seller.

     

    At
      the
      Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser
      the following:

     

    (a)  stock
      certificates representing the Shares, duly endorsed in blank or accompanied
      by
      stock transfer powers and with all requisite stock transfer tax stamps
      attached;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (b)  copies
      of
      all consents and waivers referred to in Section 7.1(g) hereof;

     

    (c)  all
      financial records of the Subsidiaries including the books and records of
      original entry for accounting;

     

    (d)  the
      entirety of the book containing all of the minutes of the Board of Directors
      and
      Shareholders for the life of the Subsidiaries but not less than the previous
      two
      years;

     

    (e)  copies
      of
      all regulatory filings which were required to be filed in the United Kingdom
      for
      the establishment and maintenance of a corporation in that state for at least
      the last two years;

     

    (f)  any
      and
      all information about the business of the Subsidiaries including but not limited
      to copies of the original tax returns filed that substantiate the amount of
      previous losses;

     

    (g)  fully
      executed signature cards placing the new officers on all of the Subsidiaries
      bank accounts and brokerage accounts and removing the current signers,
      and

     

    (h)  Delivery
      of all corporate checking, savings and other account information including
      checks, debit cards (if any), check books, deposit slips, bank and brokerage
      account statements and agreements, and

     

    (i)  All
      passwords necessary to access any and all Subsidiaries accounts, including
      but
      not limited, to Business Wire, corporate websites, online banking and brokerage
      accounts, company software and hardware, where applicable, and

     

    (j)  such
      other documents as the Purchaser shall reasonably request.

     

    8.2  Documents
      to be Delivered by the Purchaser.

     

    At
      the
      Closing, the Purchaser shall deliver to the Seller the following:

     

    (a)  the
      Purchase Price;

     

    (b)  the
      certificates referred to in Section 7.2(d) hereof;

     

    (c)  such
      other documents as the Seller shall reasonably request.

     

    


    ARTICLE
      IX

    INDEMNIFICATION

     

    9.1  Indemnification.

     

    (a)  Subject
      to Section 9.2 hereof, the Seller hereby agrees to indemnify and hold the
      Purchaser, the Subsidiaries, and their respective directors, officers,
      employees, Affiliates, agents, successors and assigns (collectively, the
      "Purchaser Indemnified Parties") harmless from and against:

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i)  any
      an
      all liabilities of the Subsidiaries of every kind, nature, and description,
      absolute or contingent, existing as against the Subsidiaries prior to and
      including the Closing Date or thereafter coming into being or arising by reason
      of any state of facts existing, or any transaction entered into, on or prior
      to
      the Closing Date;

     

    (ii)  subject
      to Section 10.3, any and all losses, liabilities, obligations, damages, costs
      and expenses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Seller set forth in Section 4 hereof, or
      any
      representation or warranty contained in any certificate delivered by or on
      behalf of the Seller pursuant to this Agreement, to be true and correct in
      all
      respects as of the date made;

     

    (iii)  any
      and
      all losses, liabilities, obligations, damages, costs and expenses based upon,
      attributable to or resulting from the breach of any covenant or other agreement
      on the part of the Seller under this Agreement;

     

    (iv)  any
      and
      all notices, actions, suits, proceedings, claims, demands, assessments,
      judgments, costs, penalties and expenses, including attorneys' and other
      professionals' fees and disbursements (collectively, "Expenses") incident to
      any
      and all losses, liabilities, obligations, damages, costs and expenses with
      respect to which indemnification is provided hereunder (collectively,
      "Losses").

     

    (b)  Subject
      to Section 9.2, Purchaser hereby agrees to indemnify and hold the Seller, its
      affiliates, agents, successors and assigns (collectively, the "Seller
      Indemnified Parties") harmless from and against:

     

    (i)  any
      and
      all Losses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Purchaser set forth in Section 5 hereof,
      or
      any representation or warranty contained in any certificate delivered by or
      on
      behalf of the Purchaser pursuant to this Agreement, to be true and correct
      as of
      the date made;

     

    (ii)  any
      and
      all Losses based upon, attributable to or resulting from the breach of any
      covenant or other agreement on the part of the Purchaser under this Agreement
      or
      arising from the ownership or operation of the Subsidiaries from and after
      the
      Closing Date; and

     

    (iii)  any
      and
      all Expenses incident to the foregoing.

     

    9.2  Limitations
      on Indemnification for Breaches of Representations and Warranties.

     

    (a)  An
      indemnifying party shall not have any liability under Section 9.1(a)(i), Section
      9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses
      and
      Expenses to the indemnified parties finally determined to arise thereunder
      based
      upon, attributable to or resulting from the failure of any representation or
      warranty to be true and correct, other than the representations and warranties
      set forth in Sections 4.3 and 4.11 hereof, exceeds $10,000 (the “Basket”) and,
      in such event, the indemnifying party shall be required to pay the entire amount
      of such Losses and Expenses in excess of $10,000 (the
“Deductible”).

     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    9.3  Indemnification
      Procedures.

     

    (a)  In
      the
      event that any Legal Proceedings shall be instituted or that any claim or demand
      ("Claim") shall be asserted by any Person in respect of which payment may be
      sought under Section 9.1 hereof (regardless of the Basket or the Deductible
      referred to above), the indemnified party shall reasonably and promptly cause
      written notice of the assertion of any Claim of which it has knowledge which
      is
      covered by this indemnity to be forwarded to the indemnifying
      party.  The indemnifying party shall have the right, at its sole
      option and expense, to be represented by counsel of its choice, which must
      be
      reasonably satisfactory to the indemnified party, and to defend against,
      negotiate, settle or otherwise deal with any Claim which relates to any Losses
      indemnified against hereunder.  If the indemnifying party elects to
      defend against, negotiate, settle or otherwise deal with any Claim which relates
      to any Losses indemnified against hereunder, it shall within five (5) days
      (or
      sooner, if the nature of the Claim so requires) notify the indemnified party
      of
      its intent to do so.  If the indemnifying party elects not to defend
      against, negotiate, settle or otherwise deal with any Claim which relates to
      any
      Losses indemnified against hereunder, fails to notify the indemnified party
      of
      its election as herein provided or contests its obligation to indemnify the
      indemnified party for such Losses under this Agreement, the indemnified party
      may defend against, negotiate, settle or otherwise deal with such
      Claim.  If the indemnified party defends any Claim, then the
      indemnifying party shall reimburse the indemnified party for the Expenses of
      defending such Claim upon submission of periodic bills.  If the
      indemnifying party shall assume the defense of any Claim, the indemnified party
      may participate, at his or its own expense, in the defense of such Claim;
      provided, however, that such indemnified party shall be entitled to participate
      in any such defense with separate counsel at the expense of the indemnifying
      party if (i) so requested by the indemnifying party to participate or (ii)
      in
      the reasonable opinion of counsel to the indemnified party, a conflict or
      potential conflict exists between the indemnified party and the indemnifying
      party that would make such separate representation advisable; and provided,
      further, that the indemnifying party shall not be required to pay for more
      than
      one such counsel for all indemnified parties in connection with any
      Claim.  The parties hereto agree to cooperate fully with each other in
      connection with the defense, negotiation or settlement of any such
      Claim.

     

    (b)  After
      any
      final judgment or award shall have been rendered by a court, arbitration board
      or administrative agency of competent jurisdiction and the expiration of the
      time in which to appeal therefrom, or a settlement shall have been consummated,
      or the indemnified party and the indemnifying party shall have arrived at a
      mutually binding agreement with respect to a Claim hereunder, the indemnified
      party shall forward to the indemnifying party notice of any sums due and owing
      by the indemnifying party pursuant to this Agreement with respect to such matter
      and the indemnifying party shall be required to pay all of the sums so due
      and
      owing to the indemnified party by wire transfer of immediately available funds
      within 10 business days after the date of such notice.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (c)  The
      failure of the indemnified party to give reasonably prompt notice of any Claim
      shall not release, waive or otherwise affect the indemnifying party's
      obligations with respect thereto except to the extent that the indemnifying
      party can demonstrate actual loss and prejudice as a result of such
      failure.

     

    


    ARTICLE
      X

    MISCELLANEOUS

     

    10.1  Payment
      of Sales, Use or Similar Taxes.

     

    All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Seller.

     

    10.2  Survival
      of Representations and Warranties.

     

    The
      parties hereto hereby agree that the representations and warranties contained
      in
      this Agreement or in any certificate, document or instrument delivered in
      connection herewith, shall survive the execution and delivery of this Agreement,
      and the Closing hereunder, regardless of any investigation made by the parties
      hereto; provided, however, that any claims or actions with respect thereto
      (other than claims for indemnifications with respect to the representation
      and
      warranties contained in Sections 4.3 and 4.11, which shall survive for periods
      coterminous with any applicable statutes of limitation) shall terminate unless
      within twelve (12) months after the Closing Date written notice of such claims
      is given to the Sellers or such actions are commenced.

     

    10.3  Expenses.

     

    Except
      as
      otherwise provided in this Agreement, the Seller, Subsidiaries and the Purchaser
      shall each bear its own expenses incurred in connection with the negotiation
      and
      execution of this Agreement and each other agreement, document and instrument
      contemplated by this Agreement and the consummation of the transactions
      contemplated hereby and thereby.

     

    10.4  Specific
      Performance.

     

    The
      Seller and the Subsidiaries acknowledge and agree that the breach of this
      Agreement would cause irreparable damage to the Purchaser and that the Purchaser
      will not have an adequate remedy at law.  Therefore, the obligations
      of the Seller and the Subsidiaries under this Agreement, including, without
      limitation, the Seller’s obligation to sell the Shares to the Purchaser, shall
      be enforceable by a decree of specific performance issued by any court of
      competent jurisdiction, and appropriate injunctive relief may be applied for
      and
      granted in connection therewith.  Such remedies shall, however, be
      cumulative and not exclusive and shall be in addition to any other remedies
      which any party may have under this Agreement or otherwise.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    10.5  Further
      Assurances.

     

    The
      Seller and the Purchaser each agrees to execute and deliver such other documents
      or agreements and to take such other action as may be reasonably necessary
      or
      desirable for the implementation of this Agreement and the consummation of
      the
      transactions contemplated hereby.

     

    10.6  Submission
      to Jurisdiction; Consent to Service of Process.

     

    (a)  The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of
      any federal or state court located within the state of Colorado over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts.  The parties hereby irrevocably
      waive, to the fullest extent permitted by applicable law, any objection which
      they may now or hereafter have to the laying of venue of any such dispute
      brought in such court or any defense of inconvenient forum for the maintenance
      of such dispute.  Each of the parties hereto agrees that a judgment in
      any such dispute may be enforced in other jurisdictions by suit on the judgment
      or in any other manner provided by law.

     

    (b)  Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 10.10.

     

    10.7  Entire
      Agreement; Amendments and Waivers.

     

    This
      Agreement (including the schedules
      and exhibits hereto) represents the entire understanding and agreement between
      the parties hereto with respect to the subject matter hereof and can be amended,
      supplemented or changed, and any provision hereof can be waived, only by written
      instrument making specific reference to this Agreement signed by the party
      against whom enforcement of any such amendment, supplement, modification or
      waiver is sought.  No action taken pursuant to this Agreement,
      including without limitation, any investigation by or on behalf of any party,
      shall be deemed to constitute a waiver by the party taking such action of
      compliance with any representation, warranty, covenant or agreement contained
      herein.  The waiver by any party hereto of a breach of any provision
      of this Agreement shall not operate or be construed as a further or continuing
      waiver of such breach or as a waiver of any other or subsequent
      breach.  No failure on the part of any party to exercise, and no delay
      in exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy.  All remedies hereunder are
      cumulative and are not exclusive of any other remedies provided by
      law.

     

    10.8  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the state of Colorado.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    10.9  Headings.

     

    The
      section headings of this Agreement are for reference purposes only and are
      to be
      given no effect in the construction or interpretation of this
      Agreement.

     

    10.10  Notices.

     

    All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, to the parties (and shall also be transmitted by
      facsimile to the Persons receiving copies thereof) at the following addresses
      (or to such other address as a party may have specified by notice given to
      the
      other party pursuant to this provision):

     

    
      	
              (a)  

            	
              Purchaser:

            


    

    Medical
      Diagnostics Innovations, Inc.

    3rd
      Floor, 14 South
      Molton Street

    London
      W1K 5QP

    United
      Kingdom

     

    Copy
      to:

     

    
      	
              (b)  

            	
              IVMD
                (UK)

            


    

    Unit
      2,
      Taurus Business Park

    Europa
      Boulevard

    Westbrook,
      Warrington

    WA5
      5YT,
      United Kingdom

     

    Copy
      to:

     

    
      	
              (c)  

            	
              Jopejo
                Limited

            


    

    Unit
      2,
      Taurus Business Park

    Europa
      Boulevard

    Westbrook,
      Warrington

    WA5
      5YT,
      United Kingdom

     

    Copy
      to:

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (d)  

            	
              Seller:

            


    

    


    In
      Veritas Medical Diagnostics, Inc.

    The
      Green
      House

    Beechwood
      Business Park North

    Inverness,
      Scotland IV1 3BL

    


    Copy
      to:

    


    Richard
      Friedman, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Phone:  (212)
      930-9700

    Facsimile:
      (212) 930-9725

    


    


    


    10.11  Severability.

     

    If
      any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    


    10.12  Binding
      Effect; Assignment.

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns.  Nothing in this
      Agreement shall create or be deemed to create any third party beneficiary rights
      in any person or entity not a party to this Agreement except as provided
      below.  No assignment of this Agreement or of any rights or
      obligations hereunder may be made by either the Seller or the Purchaser (by
      operation of law or otherwise) without the prior written consent of the other
      parties hereto and any attempted assignment without the required consents shall
      be void; provided, however, that the Purchaser may assign this Agreement and
      any
      or all rights or obligations hereunder (including, without limitation, the
      Purchaser's rights to purchase the Shares and the Purchaser's rights to seek
      indemnification hereunder) to any Affiliate of the Purchaser; provided, further,
      that notwithstanding any such assignment or delegation, the Purchaser shall
      continue to be bound by all the terms of this Agreement.  Upon any
      such permitted assignment, the references in this Agreement to the Purchaser
      shall also apply to any such assignee unless the context otherwise
      requires.

     

    [Signature
      page follows]

    


    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first above written.

     

    


    In
      Veritas Medical Diagnostics, Inc.

    


    


    By:     /s/
      Martin Thorp_______________

    Name:
      Martin Thorp

    Title:
      Chief Financial
      Officer

    


    IVMD
      (UK) Limited

    


    By:  
      /s/ Martin Thorp_______________

         Name:
      Martin Thorp

         Title:
      Director

    


    


    


    Jopejo
      Limited

    


    By: 
       /s/ Martin Thorp________________

         Name:
      Martin Thorp

         Title:
      Director

    


    


    


    Medical
      Diagnostic Innovations Ltd.

    


    By:  
      /s/ Robert Galvin_________________

         Name:
      Robert Galvin

         Title:
      Director

    


    


    
20