| **Incorporated in Delaware       21 West Main Street       Waterbury, CT 06702      (203) 755-5083** | ****   | **IRS Employer ID #            06-1339248** |
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| **Title of each class:** Common Stock, $0.001 par value |   | **Name of each exchange on which registered** American Stock Exchange* |
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| **Number** |   | **Description of Document**                                                                                                                                                                                                                                                                                                                                                         |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1        |   | Certificate of Incorporation      (Incorporated by reference to the Exhibit 3.1 to the Company's Registration      Statement on Form 8-A filed with the Commission on October 20, 1994 )                                                                                                                                                                                            |
| 3.2        |   | By-Laws (Incorporated by reference      to the Exhibit 3.2 to the Company's Registration Statement on Form 8-A filed      with the Commission on October 20, 1994)                                                                                                                                                                                                                  |
| 4.1        |   | Form of Common Stock Certificate      (Incorporated by reference to the Exhibit 4.1 to the Company's Registration      Statement on Form 8-A filed with the Commission on October 20, 1994)                                                                                                                                                                                         |
| 10.1       |   | Common Stock Purchase Agreement      with Icon Investors, Ltd. (Incorporated by reference to Exhibit 1.1 to the      Company's Registration Statement on Form SB-2 filed with the Commission      on March 24, 2004)                                                                                                                                                                |
| 10.2       |   | Registration Rights Agreement      with Icon Investors, Ltd. (Incorporated by reference to Exhibit 1.2 to the      Company's Registration Statement on Form SB-2 filed with the Commission      on March 24, 2004)                                                                                                                                                                  |
| 10.3       |   | Consulting Agreement, dated February      17, 2004, with Capital Management Internationale (Incorporated by reference      to Exhibit 1.3 to the Company's Registration Statement on Form SB-2 filed      with the Commission on March 24, 2004)                                                                                                                                    |
| 10.4       |   | Amendment No. 1 to Common Stock      Purchase Agreement with Icon Investors, LLC (Incorporated by reference to      Exhibit 1.4 to Amendment No. 2 to the Company's Registration Statement on      Form SB-2 filed with the Commission on April 27, 2004)                                                                                                                           |
| 10.5       |   | Rights Agreement (Incorporated      by reference to the Exhibit 4.2 to the Company's Registration Statement      of Form S-3 filed with the Commission on November 27, 2002)                                                                                                                                                                                                        |
| 10.6       |   | Loan and Security Agreement dated      as of August 12, 2004 between the Company and Morris Silverman (Incorporated      by reference to the exhibit of the same number filed with the Company's      Annual Report on Form 10-KSB filed with the Commission on October 29, 2004)                                                                                                   |
| 10.7       |   | Indemnification and Mutual Contribution      Agreement dated as of August 12, 2004 among Morris Silverman, Gregory Witchel,      Robert M. Wigoda, Howard M. Bloom, Jeffrey B. Aaronson and the Company (Incorporated      by reference to the exhibit of the same number filed with the Company's      Annual Report on Form 10-KSB filed with the Commission on October 29, 2004) |
| 10.8       |        | Convertible Promissory Note dated      as of August 12, 2004 payable to Morris Silverman in the amount of $475,000      (Incorporated by reference to the exhibit of the same number filed with      the Company's Annual Report on Form 10-KSB filed with the Commission on      October 29, 2004 )                                                                                |
| 10.9       |        | Convertible Promissory Note dated      as of September 9, 2004 payable to Morris Silverman in the amount of $120,316.47      (Incorporated by reference to the exhibit of the same number filed with      the Company's Annual Report on Form 10-KSB filed with the Commission on      October 29, 2004)                                                                            |
| 10.10      |        | Personal Guaranty Agreement of      Gregory Witchel dated as of August 13, 2004 (Incorporated by reference to      the exhibit of the same number filed with the Company's Annual Report on      Form 10-KSB filed with the Commission on October 29, 2004)                                                                                                                         |
| 10.11      |        | Personal Guaranty Agreement of      Robert M. Wigoda dated as of August 13, 2004 (Incorporated by reference      to the exhibit of the same number filed with the Company's Annual Report      on Form 10-KSB filed with the Commission on October 29, 2004)                                                                                                                        |

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| 10.12    |        | Personal Guaranty Agreement of      Howard Bloom dated as of August 13, 2004 (Incorporated by reference to the      ++++++++++++++++++++++++++++exhibit of the same number filed with the Company's      Annual Report on Form 10-KSB filed with the Commission on October 29, 2004)                                                  |
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| 10.13    |        | Personal Guaranty Agreement of      Jeffrey B. Aaronson dated as of August 13, 2004 (Incorporated by reference      to the exhibit of the same number filed with the Company's Annual Report      on Form 10-KSB filed with the Commission on October 29, 2004)                                                                       |
| 10.14A   |        | Purchasing Agreement with Healthtrust      Purchasing Group dated December 1, 2001 (Incorporated by reference to exhibit      of the same number filed with the Company's Annual Report on Form 10-K filed      with the Commission on October 14, 2005) (1) (3)                                                                      |
| 10.14A-A |   | Exhibit A to Purchasing Agreement      with Healthtrust Purchasing Group dated December 1, 2001 (2)                                                                                                                                                                                                                                   |
| 10.14A-B |   | Exhibit B to Purchasing Agreement      with Healthtrust Purchasing Group dated December 1, 2001 (2)                                                                                                                                                                                                                                   |
| 10.15A   |   | Agreement for Urinalysis Equipment,      Related Supplies, and Service with Broadlane, Inc.dated April 1, 2002 (Incorporated      by reference to exhibit of the same number filed with the Company's Annual      Report on Form 10-K filed with the Commission on October 14, 2005) (1)(3)                                           |
| 10.15A-A |   | Exhibit A to Agreement for Urinalysis      Equipment, Related Supplies, and Service with Broadlane, Inc. dated April      1, 2002.(2)(3)                                                                                                                                                                                              |
| 10.16    |   | Supplier Set-up form with Allegiance      dated December 8, 1999. (Incorporated by reference to the exhibit of the      same number filed with Amendment No. 1 to the Company's Annual Report on      Form 10-KSB filed with the Commission on June 30, 2005)                                                                         |
| 10.17A   |   | Distribution Agreement with Fisher      Scientific Company, LLC, dated July 23, 2001(Incorporated by reference to      exhibit of the same number filed with the Company's Annual Report on Form      10-K filed with the Commission on October 14, 2005) (1)(3)                                                                      |
| 10.17A-A |   | Exhibit A to Distribution Agreement      with Fisher Scientific Company, LLC, dated July 23,2001 (2)                                                                                                                                                                                                                                  |
| 10.18A   |   | Non-Exclusive Distribution Agreement      with VWR International, Inc., dated as of November 1, 2003 (Incorporated      by reference to exhibit of the same number filed with the Company's Annual      Report on Form 10-K filed with the Commission on October 14, 2005) (1)(3)                                                     |
| 10.18A-A |   | Exhibit A to Non-Exclusive Distribution      Agreement with VWR International, Inc., datedas of November 1, 2003 (2)      (3)                                                                                                                                                                                                         |
| 10.19A   |   | International Sales and Service      Agreement, effective May 16, 2005, between theCompany and Genesee Brazil      (Incorporated by reference to exhibit of the same number filed with the      Company's Annual Report on Form 10-K filed with the Commission on October      14, 2005) (1)(3)                                       |
| 10.19A-A |   | Exhibit A to International Sales      and Service Agreement, effective May 16, 2005, betweenthe Company and Genesee      Brazil (2)(3)                                                                                                                                                                                                |
| 10.20    |   | International Distributor Agreement,      effective June 20, 2005, between the Company'swholly-owned subsidiary, DiaSys      Europe, Ltd, and Cooplab, Crl. (Incorporated by reference to the exhibit      of the same number filed with the Registrant's Current Report on Form 8-K      filed with the Commission on July 28, 2005) |
| 10.21A   |   | International Sales and Service      Agreement, effective as of May 4, 2005, between theCompany and Diagnostic      Bioserve Limited. (Incorporated by reference to exhibit of thesame number      filed with the Company's Annual Report on Form 10-K filed with the Commission      on October 14, 2005) (1)(3)                     |
| 10.21A-A |   | Exhibit A to International Sales      and Service Agreement, effective as of May 4, 2005,between the Company and      Diagnostic Bioserve Limited (2)(3)                                                                                                                                                                              |
| 10.22A   |   | International Sales and Service      Agreement, effective as of May 22, 2005, between the Company and Bionuclear      (Incorporated by reference to exhibit of the same number filedwith the Company's      Annual Report on Form 10-K filed with the Commission on October 14, 2005)      (1)(3)                                     |

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| 10.22A-A |  | Exhibit A to International Sales      and Service Agreement, effective as of May 22, 2005, between the Company      and Bionuclear (2)(3)                                                                                                                                                                                |
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| 10.23    |  | 2004 Stock Option and Award Plan      (Incorporated by reference to exhibit of the same number filed with Amendment      No. 1 to the Company's Annual Report on Form 10-KSB filed with the Commission      on April 7, 2006)                                                                                            |
| 10.24    |  | $50,000 Convertible Promissory      Note of the company dated August 27, 2003 payable toHoward Bloom (Incorporated      by reference to exhibit of the same number filed withAmendment No. 1 to      the Company's Annual Report on Form 10-K filed with theCommission on April      7, 2006)                            |
| 10.25    |  | $100,000 Promissory Note of the      company dated February 3, 2004 payable to MorrisSilverman (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                                |
| 10.26    |  | Common Stock Purchase Warrant      for 150,000 shares dated February 3, 2004 issued toMorris Silverman (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                        |
| 10.27    |  | $50,000 Promissory Note of the      Company dated February 3, 2004, payable to GregoryWitchel (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                                 |
| 10.28    |  | Common Stock Purchase Warrant      for 75,000 shares issued to Gregory Witchel (Incorporated by reference to      exhibit of the same number filed with Amendment No. 1 to the Company's Annual      Report on Form 10-K filed with the Commission on April 7, 2006)                                                     |
| 10.29    |  | $50,000 Promissory Note of the      Company dated February 3, 2004, payable to Jeffrey B.Aaronson (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                             |
| 10.30    |  | Common Stock Purchase Warrant      for 50,000 shares issued to Jeffrey B. Aaronson (Incorporated by reference      to exhibit of the same number filed with Amendment No. 1 to the Company's      Annual Report on Form 10-K filed with the Commission on April 7, \2006)                                                |
| 10.31    |  | Loan and Security Agreement, dated      as of November 1, 2004 by and among the Company, Morris Silverman and Gregory      Witchel (Incorporated by reference to exhibit of the same number filed with      Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the      Commission on April 7, 2006) |
| 10.32    |  | $100,000 Promissory Note of the      company dated November 1, 2004 payable to Morris Silverman (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                               |
| 10.33    |  | $100,000 Promissory Note of the      company dated November 1, 2004 payable to Gregory Witchel (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                                |
| 10.34    |  | $50,000 Promissory Note of the      company dated November 29, 2004 payable to Morris Silverman (Incorporated      by reference to exhibit of the same number filed with Amendment No. 1 to      the Company's Annual Report on Form 10-K filed with the Commission on April      7, 2006)                               |
| 10.35    |  | Settlement Agreement and General      Release, dated as of July 16, 2004, between the Company and Todd DeMatteo      (Incorporated by reference to Exhibit 10.2 to the Company's current report      on Form 8-K/A filed with the Commission on July 20, 2004.)                                                          |
| 10.36    |  | Investment Agreement, dated as      of December 28, 2004 between the Company and John Winfield (2)                                                                                                                                                                                                                       |
| 10.37    |  | Common Stock Purchase Warrant,      dated as of December 30, 2004, issued to John Winfield (Incorporated by      reference to Exhibit 4.2 filed with the Company's Current Report on Form      8-K filed with the Commission on January 6, 2005)                                                                         |

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| 14     |        | Code of Ethics and Business Conduct      (Incorporated by reference to the exhibit of the same number filed with      Amendment No. 1 to the Company's Annual Report on Form 10-KSB filed with      the Commission on June 30, 2005) |
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| 21.1   |        | Subsidiaries of the Company: DiaSys      Europe, Ltd, a United Kingdom company                                                                                                                                                       |
| 31.1   |        | Certification of Chief Executive      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)                                                                                                                         |
| 31.2   |        | Certification of the Chief Financial      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)                                                                                                                     |
| 32     |        | Certification of principal executive      officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002. (2)                                                                                |
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| Dated August 9, 2006 |   | DiaSys Corporation                                                                                                                                                                                                              |
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|                 |   |                                                                                                                                                                                                                            |
|                 |   | By: /S/ GREGORY WITCHEL                              Gregory Witchel,      Chief Executive Officer      (principal executive officer) |
|                 |   |                                                                                                                                                                                                                            |

| Dated August 9, 2006 |   | DiaSys Corporation                                                                                                                                                                              |
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|                 |   |                                                                                                                                                                                            |
|                 |   | By: /S/ JEFFREY B. AARONSON                 Jeffrey B. Aaronson, President & Chief Financial Officer       (principal financial officer) |

| S/ GREGORY WITCHEL                        Gregory Witchel, Director |   | Date: August 9, 2006 |
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|                                                                                                                                                                                                                                                                                                                                                                               |   |                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|
| S/ JEFFREY B. AARONSON            Jeffrey B. Aaronson, Director                                                                                                                                                                                                                                                                                      |   | Date: August 9, 2006 |
|                                                                                                                                                                                                                                                                                                                                                                               |   |                 |
| S/ MORRIS SILVERMAN                  Morris Silverman, Director                                                                                                                                                                                                                                                        |   | Date: August 8, 2006 |
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| S/ ROBERT M. WIGODA                  Robert Wigoda       Secretary and Director                                                                                                                                                                                                                                        |   | Date: August 7, 2006 |
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| S/ SHERWIN GILBERT                     Sherwin Gilbert, Director                                                                                                                                                                                                                                        |   | Date: August 8, 2006 |
|                                                                                                                                                                                                                                                                                                                                                                               |   |                 |
|                                                                     Howard Bloom, Director |   | Date: August _, 2006 |
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| S/ SHERMAN LAZRUS                     Sherman Lazrus, Director                                                                                                                                                                                                                                          |   | Date: August 8, 2006 |
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