STOCK PURCHASE AGREEMENT
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    Stock purchase agreement made October 12, 2005, between Addison-Davis
 Diagnostics, Inc. (`Corporation") a corporation organized and existing under
 the laws of the State of Delaware, with its principal office located at 143
 Triunfo Canyon Road, Westlake Village, California 91361, and Liquid Assets c/o
 Venture Capital Partners, ("Purchaser") with its principal office located at
 2801 West Coast Highway, Suite 220, Newport Beach, CA 92663

    For valuable consideration, receipt of which is acknowledged, the parties
 agree as follows:

      Purchase of Shares: Purchaser shall purchase, subject to the terms and
conditions set forth in this agreement, Two Million Five Hundred Thousand
(2,500,000) shares of the common stock of Corporation, at a purchase price of
$0.01 per share. The purchase price of the shares shall be paid by a promissory
note, payable to the order of Corporation. On Corporation's receipt of
promissory note in the sum of $25,000.00 for the payment for the shares,
Corporation shall issue to Purchaser one or more certificates in the name of
Purchaser for the number of shares purchased under this agreement. Said shares
shall be 144 restricted shares and have piggy-back rights to registration.

      Severabilty: The invalidity or unenforceability of any provision of this
 agreement shall not affect the validity or enforceability of any other
 provision of this agreement, and each other provision of this agreement shall
 be severable and enforceable to the extent permitted by law.

      Waiver: Any provision contained in this agreement may be waived, either
 generally or in any particular instance, by the board of directors of
 corporation.

      Binding Effect: This agreement shall be binding on, and inure to the
 benefit of, Corporation and Purchaser and their respective heirs, executors,
 administrators, legal representatives, successors, and assigns.

      Notice: Any notice required or permitted under this agreement shall be
 deemed served if personally delivered or mailed by registered or certified mail
 postage prepaid and properly addressed to the respective party to whom such
 notice relates at the addresses set forth in this agreement or at such
 different addresses as shall be specified by notice given in the manner
 provided in this section.

    Entire Agreement: This agreement constitutes the entire agreement between
 the parties, and supersedes all prior agreements and understandings relating to
 the subject matter of this agreement.

    Amendment: This agreement may be amended or modified only by a written
 instrument executed by both corporation and employee.

    Governing Law: This agreement shall be construed, interpreted, and
 enforced in accordance with the laws of the State of California.

    Execution: This agreement may be executed in two or more counterparts, all
 of which when taken together shall be considered one and the same agreement and
 shall become effective when counterparts have been signed by each party and
 delivered to the other party, it being understood that both parties need not
 sign the same counterpart. In the event that any signature is delivered by
 facsimile transmission, such signature shall create a valid and binding
 obligation of the party executing (or on whose behalf such signature is
 executed) with the same force and effect as if such facsimile signature page
 were an original thereof.



<PAGE>

    The parties have executed this agreement on the date first above written.


 Corporation: Addison-Davis Diagnostics, Inc.   Liquid Assets


 By: /s/ Edward W. Withrow, III                 By: /s/ Andrea Bruno
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      Edward W. Withrow, III                        Andrea Bruno

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