<PAGE>

                                                                   EXHIBIT 10.38

                                    [FORM OF]

                          SECURITIES PURCHASE AGREEMENT

                                     BETWEEN

                                   AMDL, INC.

                                       AND

                          ----------------------------
                                  ("PURCHASER")

                                  REGULATION D
                                  U.S. PERSONS

                           DATED AS OF AUGUST __, 2005

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                                TABLE OF CONTENTS

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                                                                                                                  PAGE
<S>                                                                                                               <C>
1.   PURCHASE AND SALE OF SECURITIES..........................................................................      1
1.1  Purchase and Sale of Securities..........................................................................      1
1.2  Purchase Price...........................................................................................      1
2.   CLOSING..................................................................................................      2
2.1  Date and Time............................................................................................      2
2.2  Deliveries by Purchaser..................................................................................      2
2.3  Deliveries by the Company................................................................................      2
2.4  Payment to Placement Agent; Warrants.....................................................................      2
2.5  Payment to Galileo Asset Management, S. A. ("Galileo")...................................................      2
3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................................................      3
3.1  Organization and Good Standing...........................................................................      3
3.2  Capitalization...........................................................................................      3
3.3  Validity of Transactions.................................................................................      3
3.4  No Violation.............................................................................................      3
3.5  SEC Reports..............................................................................................      3
3.6  Subsidiaries.............................................................................................      4
3.7  Litigation...............................................................................................      4
3.8  Taxes....................................................................................................      4
3.9  Securities Law Compliance................................................................................      4
4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.........................................................      4
4.1  Legal Power..............................................................................................      4
4.2  Due Execution............................................................................................      4
4.3  Receipt and Review of SEC Reports........................................................................      5
4.4  No Reliance on Projections...............................................................................      5
4.5  Restricted Securities....................................................................................      5
4.6  Purchaser Sophistication and Ability to Bear Risk of Loss................................................      6
4.7  Purchases by Groups......................................................................................      6
5.   CONDITIONS TO CLOSING....................................................................................      6
5.1  Conditions to Obligations of the Purchaser...............................................................      6
5.2  Conditions to Obligations of the Company.................................................................      6
6.   REGISTRATION RIGHTS......................................................................................      7
6.1  Definitions..............................................................................................      7
6.2  Securities Subject to the Registration Rights............................................................      8
6.3  Registration Rights......................................................................................      9
6.4  Expenses and Procedures..................................................................................      9
6.5  Indemnification..........................................................................................     10
6.6  Rule 144.................................................................................................     12
6.7  Underwritten Registrations...............................................................................     13
6.8  Failure to File Registration Statement and Other Events..................................................     13
7.   MISCELLANEOUS............................................................................................     13
7.1  Fees and Expenses........................................................................................     13
7.2  Governing Law............................................................................................     14
7.3  Specific Performance; Consent to Jurisdiction; Venue.....................................................     14
7.4  Successors and Assigns...................................................................................     14
7.5  Entire Agreement.........................................................................................     14
</TABLE>

                                       (i)
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<TABLE>
<S>                                                                                                                <C>
7.6  Separability.............................................................................................     14
7.7  Amendment and Waiver.....................................................................................     15
7.8  Notices..................................................................................................     15
7.9  Titles and Subtitles.....................................................................................     15
7.10 Survival.................................................................................................     15
7.11 Counterparts.............................................................................................     15
7.12 Publicity................................................................................................     15
</TABLE>

EXHIBITS:

     A  Purchaser Representation Letter (Regulation D - Rule 506)
     B  Form of Common Stock Purchase Warrant (Regulation D)
     C  Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004
     D  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005

                                      (ii)

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                                   AMDL, INC.

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement ("Agreement") is made as of the 9th day
of August 2005 by and between AMDL, Inc., a Delaware corporation (the
"Company"), with its principal office at 2492 Walnut Avenue, Suite 100, Tustin,
California 92780, and __________________________ (the "Purchaser").

                                    RECITALS

      A. The Company is conducting a combined offering under Regulation D and
Regulation S under the Securities Act of 1933, as amended (the "Offering") on
substantially the same terms and subject to the conditions set forth herein, of
up to 3,200,000 shares of the Company's common stock, $.001 par value per share
("Common Stock") and warrants to purchase an additional 1,600,000 shares of
Common Stock ("Warrants").

      B. The Company desires to obtain funds from the Purchaser and Purchaser
desires to participate in the Offering of which this Securities Purchase
Agreement is a part, as provided in Section 2 below.

                                    AGREEMENT

      It is agreed as follows:

      I. PURCHASE AND SALE OF SECURITIES.

            A. Purchase and Sale of Securities. In reliance upon the
representations and warranties of the Company and Purchaser contained herein and
in the Purchaser Representation Letter attached hereto as Exhibit "A" and
subject to the terms and conditions set forth herein, Purchaser hereby agrees to
purchase, and the Company hereby agrees to sell and issue to Purchaser, the
number of shares of Common Stock (the "Shares") set forth on the Purchaser
Signature Page hereto.

                  The Company will also deliver to the Purchaser, at the Closing
(as defined below), a Warrant substantially in the form of Exhibit "B" hereto,
to purchase a number of shares of Common Stock equal to one-half of the total
number of Shares purchased by the Purchaser at the Closing (the "Warrant
Shares"). The Warrant will have an exercise price of the greater of 115% of (i)
the average closing price of the Company's Common Stock, as reported by the
American Stock Exchange, for the five (5) consecutive trading days ended on the
last trading day prior to the Closing Date (as defined below), or (ii) the
closing price of the Company's Common Stock on AMEX on the day preceding the
Closing Date. The Warrant will remain exercisable until three years after the
Closing Date.

            B. Purchase Price. The purchase price for each Share sold to the
Purchaser will be the greater of (i) thirty-one and one-half cents ($0.315), or
(ii) seventy-five percent (75%) of the average closing price of the Company's
Common Stock as reported by the American Stock Exchange for the five (5)
consecutive trading days ended on the last trading day prior to the Closing
Date. The purchase price per share determined in accordance with this paragraph,
multiplied by the number of Shares that Purchaser is subscribing to purchase as
set forth on the Purchaser Signature Page, is referred to herein as the "Total
Purchase Price."

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      II. CLOSING.

            A. Date and Time. The Closing of the sale of the Shares contemplated
by this Agreement (the "Closing") shall take place at 3:00 p.m., Pacific Time,
on August 15, 2005, or at such different time or day as may be mutually
acceptable to Purchaser and the Company.

            B. Deliveries by Purchaser.

                  1. On or before 3:00 p.m. Pacific Time on the date of the
Closing, Purchaser shall deliver to the Company a completed and duly executed
Purchaser Signature Page and Purchaser Representation Letter, Exhibit "A"
hereto, via facsimile at (714) 505-4464.

                  2. Prior to the Closing, Purchaser shall have delivered a wire
transfer to the general account of the Company in the amount of the Total
Purchase Price for such Purchaser's Shares.

            C. Deliveries by the Company. At the Closing, or as soon thereafter
as practicable, the Company will cause to be issued to Purchaser against payment
of the Total Purchase Price (i) a stock certificate for the Shares registered in
the Purchaser's name or as otherwise designated by the Purchaser, and (ii) a
Warrant to purchase a number of shares of Common Stock determined in accordance
with Section 1.1 above.

            D. Payment to Placement Agent; Warrants. Havkit Corporation, a
licensed NASD member broker-dealer ("Placement Agent"), has entered into an
Equity Funding Agreement dated August 9, 2005 with the Company and has
introduced Purchaser to the Company. For such services, at Closing, the Company
shall pay to Placement Agent as fees for its services:

                        a.    a cash fee equal to ten percent (10%) of the Total
                              Purchase Price;

                        b.    a Warrant to purchase a number of shares equal to
                              ten percent (10%) of the number of Shares
                              purchased by Purchaser hereunder on the same terms
                              as the Warrant attached hereto; and

                        c.    a cash fee equal to six percent (6%) of the gross
                              amount received by the Company on exercise of the
                              Warrants by Purchaser.

            E. Payment to Galileo Asset Management, S. A. ("Galileo").

                  Galileo has incurred expenses in assisting the Company in
organizing the Offering, conducting due diligence on the Company and introducing
the Placement Agent to the Company. For its services and in reimbursement of
Galileo's expenses, on a non accountable basis, Galileo shall receive a fee of
three percent (3%) of the Total Purchase Price.

                                      -2-
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      III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            As a material inducement to the Purchaser to enter into this
Agreement and to purchase the Shares, the Company represents and warrants that
the following statements are true and correct in all material respects as of the
date hereof and will be true and correct in all material respects at the
Closing, except as expressly qualified or modified herein.

            A. Organization and Good Standing. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and has full corporate power and authority to enter into and perform
its obligations under this Agreement, and to own its properties and to carry on
its business as presently conducted and as proposed to be conducted. The Company
is duly qualified to do business as a foreign corporation in every jurisdiction
in which the failure to so qualify would have a material adverse effect upon the
Company.

            B. Capitalization. The Company is authorized to issue 50,000,000
shares of Common Stock of which 24,149,489 shares are issued and outstanding as
of August 5, 2005, which does not include any shares of Common Stock which are
to be issued pursuant to the Closing. The Company is also authorized to issue
10,000,000 shares of preferred stock, $.001 par value per share, of which 11,000
shares have been designated Series A Preferred Stock, none of which are issued
and outstanding as of the date of this Agreement. All outstanding shares of
Common Stock have been duly authorized and validly issued, and are fully paid,
nonassessable, and free of any preemptive rights. Except as set forth above and
in the SEC Reports (as hereinafter defined), as of August 5, 2005, there was not
outstanding any other right to purchase, or any security convertible into or
exchangeable for, any capital stock of the Company, including, but not limited
to, options, warrants, or rights. Except as set forth herein, the Company is
under no obligation (contingent or otherwise) to purchase or otherwise acquire
or retire any of its securities.

            C. Validity of Transactions. This Agreement has been duly
authorized, executed and delivered by the Company and is the valid and legally
binding obligation of the Company, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization and
moratorium laws and other laws affecting enforcement of creditor's rights
generally and by general principles of equity.

            D. No Violation. The execution, delivery and performance of this
Agreement has been duly authorized by the Company's Board of Directors and, to
the extent necessary, the shareholders of the Company, will not violate any law
or any order of any court or government agency applicable to the Company, as the
case may be, or the Certificate of Incorporation or Bylaws of the Company, and
will not result in any breach of or default under, or, except as expressly
provided herein, result in the creation of any encumbrance upon any of the
assets of the Company pursuant to the terms of any agreement or instrument by
which the Company or any of its assets may be bound. No approval of or filing
with any governmental authority is required for the Company to enter into,
execute or perform this Agreement.

            E. SEC Reports. The Company has delivered to the Purchaser copies of
the following documents, attached as exhibits hereto, as filed with the U.S.
Securities and Exchange Commission (collectively the "SEC Reports"):

                                      -3-
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                  1.    Annual Report on Form 10-KSB for the fiscal year ended
                        December 31, 2004 (Exhibit "C"); and

                  2.    Quarterly Report on Form 10-QSB for the quarter ended
                        June 30, 2005 (Exhibit "D").

                  The information in the SEC Reports, as of the respective dates
thereof, taken as a whole, are true and correct in all material respects and do
not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

            F. Subsidiaries. The Company does not own, directly or indirectly,
any equity or debt securities of any corporation, partnership, or other entity,
except for its ownership of 20,000 shares of Wickliffe International
Corporation.

            G. Litigation. Except as set forth in the SEC Reports, there are no
suits or proceedings (including without limitation, proceedings by or before any
arbitrator, government commission, board, bureau or other administrative agency)
pending or, to the knowledge of the Company, threatened against or affecting the
Company which, if adversely determined, would have a material adverse effect on
the financial condition, results of operations, prospects or business of the
Company, and the Company is not subject to or in default with respect to any
order, writ, injunction or decree of any federal, state, local or other
governmental department.

            H. Taxes. Federal income tax returns and state and local income tax
returns for the Company have been filed as required by law; all taxes as shown
on such returns or on any assessment received subsequent to the filing of such
returns have been paid, and there are no pending assessments or adjustments or
any income tax payable for which reserves, which are reasonably believed by the
Company to be adequate for the payment of any additional taxes that may come
due, have not been established. All other taxes imposed on the Company have been
paid and any reports or returns due in connection herewith have been filed.

            I. Securities Law Compliance. Assuming the accuracy of the
representations and warranties of Purchaser set forth in Section 4 of this
Agreement, the offer, issue, sale and delivery of the shares of Common Stock
will constitute an exempted transaction under the Securities Act of 1933, as
amended and now in effect ("Securities Act"). The Company shall make such
filings, if any, as may be necessary to comply with the Federal securities laws

      IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

            Purchaser hereby represents, warrants and covenants with the Company
as follows:

            A. Legal Power. Purchaser has the requisite individual, corporate,
partnership, trust or fiduciary power, as appropriate, and is authorized, if
Purchaser is a corporation, partnership or trust, to enter into this Agreement,
to purchase the Shares hereunder, and to carry out and perform its obligations
under the terms of this Agreement.

            B. Due Execution. This Agreement has been duly authorized, if
Purchaser is a corporation, partnership, trust or fiduciary, executed and
delivered by Purchaser, and, upon due

                                      -4-
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execution and delivery by the Company, this Agreement will be a valid and
binding agreement of Purchaser.

            C. Receipt and Review of SEC Reports. Purchaser represents that
Purchaser has received and reviewed the SEC Reports and has been given full and
complete access to the Company for the purpose of obtaining such information as
the Purchaser or its qualified representative has reasonably requested in
connection with the decision to purchase the Shares. Purchaser represents that
such Purchaser has been afforded the opportunity to ask questions of the
officers of the Company regarding its business prospects and the Shares all as
Purchaser or Purchaser's qualified representative have found necessary to make
an informed investment decision to purchase the Shares hereunder.

            D. No Reliance on Projections. Purchaser has not relied on any
financial projections, models or other financial information relating to the
Company not contained in the SEC Reports, whether or not provided by the
Company, any placement agent or any other source. Purchaser acknowledges that
such financial projections are inherently unreliable and are not an accurate
indication of the Company's business prospects or future financial performance.

            E. Restricted Securities. Purchaser has been advised that the Shares
and the Warrant Shares have not been registered under the Securities Act or any
other applicable securities laws and that such securities are being offered and
sold pursuant to Section 4(2) of the Securities Act and Regulation D thereunder,
and that the Company's reliance upon Section 4(2) and Regulation D is predicated
in part on each Purchaser's representations as contained herein and in the
Purchaser Representation Letter in the form attached hereto as Exhibit "A"
completed by each Purchaser.

                  1. Purchaser acknowledges that the Shares and the Warrant
Shares will be issued as "restricted securities" as defined by Rule 144
promulgated pursuant to the Securities Act. The Shares and the Warrant Shares
may not be resold in the absence of an effective registration thereof under the
Securities Act and applicable state securities laws unless, in the opinion of
the Company's counsel, an applicable exemption from registration is available.

                  2. Purchaser represents that Purchaser is acquiring the
Securities for Purchaser's own account, for investment purposes only and not
with a view to, or for sale in connection with, a distribution, as that term is
used in Section 2(11) of the Securities Act, in a manner which would require
registration under the Securities Act or any state securities laws.

                  3. Purchaser understands and acknowledges that the Shares and
the Warrant Shares will bear the following legend:

            THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR
            INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE
            ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES
            ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
            JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE

                                      -5-
<PAGE>

            CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
            ACTS.

                  4. Purchaser acknowledges that the Shares and the Warrant
Shares are not liquid and are transferable only under limited conditions.
Purchaser acknowledges that such securities must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from
such registration is available. Purchaser is aware of the provisions of Rule 144
and Regulation D promulgated under the Securities Act, which permits limited
resale of restricted securities subject to the satisfaction of certain
conditions and that such Rule is not now available and, in the future, may not
become available for resale of the Shares and Warrant Shares.

            F. Purchaser Sophistication and Ability to Bear Risk of Loss.
Purchaser acknowledges that it is able to protect its interests in connection
with the acquisition of the Securities and can bear the economic risk of
investment in the Securities without producing a material adverse change in
Purchaser's financial condition. Purchaser otherwise has such knowledge and
experience in financial or business matters that Purchaser is capable of
evaluating the merits and risks of the investment in the Securities.

            G. Purchases by Groups. Purchaser represents, warrants and covenants
that it is not acquiring the Securities as part of a group within the meaning of
Section 13(d)(3) of the Exchange Act and Purchaser has not agreed to act with
any other Purchaser for the purpose of acquiring, holding, voting or disposing
of the Securities purchased hereunder for purposes of Section 13(d) under the
Exchange Act, and Purchaser is acting independently with respect to its
investment in the Securities.

      V. CONDITIONS TO CLOSING.

            A. Conditions to Obligations of the Purchaser. Purchaser's
obligation to purchase the Shares at the Closing is subject to the fulfillment
or waiver, at or prior to the Closing, of all of the following conditions:

                  1. Representations and Warranties True; Performance of
Obligations. The representations and warranties made by the Company in Section 3
hereof shall be true and correct in all material respects at the Closing with
the same force and effect as if they had been made on and as of said date; and
the Company shall have performed all obligations and conditions herein required
to be performed by it on or prior to the Closing.

                  2. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the Closing
hereby and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Purchaser.

            B. Conditions to Obligations of the Company. The Company's
obligation to issue and sell the Shares and issue the Warrants at the Closing is
subject to the fulfillment to the Company's satisfaction, on or prior to the
Closing, of the following conditions:

                                      -6-
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                  1. Representations and Warranties True. The representations
and warranties made by Purchaser in Section 4 hereof and on Exhibit "A" hereof
shall be true and correct at the Closing with the same force and effect as if
they had been made on and as of the Closing.

                  2. Performance of Obligations. Purchaser shall have performed
and complied with all agreements and conditions herein required to be performed
or complied with by them on or before the Closing, and Purchaser shall have
delivered payment to the Company in respect of its purchase of the Shares.

                  3. Qualifications, Legal and Investment. All authorizations,
approvals, or permits, if any, of any governmental authority or regulatory body
of the United States that are required in connection with the lawful sale and
issuance of the Shares and the Warrants pursuant to this Agreement shall have
been duly obtained and shall be effective on and as of the Closing. No stop
order or other order enjoining the sale of the Shares and issuance of the
Warrants shall have been issued and no proceedings for such purpose shall be
pending or, to the knowledge of the Company, threatened by the SEC, or any
commissioner of corporations or similar officer of any state having jurisdiction
over this transaction. At the time of the Closing, the sale and issuance of the
Shares and the issuance of the Warrant shall be legally permitted by all laws
and regulations to which Purchaser and the Company are subject.

                  4. Board Approval. The Company's Board of Directors shall have
authorized and approved the issuance of the Shares, the Warrant and the Warrant
Shares pursuant to the terms and conditions set forth in this Agreement.

                  5. Listing Approval. The Company shall have obtained the
written approval of the American Stock Exchange for the listing of the Shares
and the Warrant Shares for trading on the American Stock Exchange.

      VI. REGISTRATION RIGHTS.

            A. Definitions.

                  As used in this Section 6, the following terms shall have the
following meanings:

                  1. Business Day: Any day during which the SEC is officially
open for the conduct of its normal business.

                  2. Effectiveness Date: The earlier of (i) the 120th day
following the Closing, before which the Company will use its commercially
reasonable best efforts to cause the Registration Statement to become effective,
and (ii) the date which is within five (5) Business Days after the date on which
the SEC informs the Company in writing (a) that the SEC will not review the
Registration Statement, or (b) that the Company may request the acceleration of
the effectiveness of the Registration Statement.

                  3. Exchange Act: The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                                      -7-
<PAGE>

                  4. Losses: See Section 6.5 hereof.

                  5. Prospectus: The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Securities Act Rule 430A), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus.

                  6. Registration Expenses: All reasonable expenses incurred by
the Company in complying with Sections 6.3 and 6.4 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, accountants' expenses (including,
without limitation, any special audits or "comfort" letters incidental to or
required by any such registration), any fees or disbursements of underwriters
customarily paid by issuers or sellers of securities (but excluding underwriting
discounts and commissions) and blue sky fees and expenses in all states
reasonably designated by the holders of Registrable Securities.

                  7. Registrable Securities: The Shares purchased by Purchaser
pursuant to this Agreement and the Warrant Shares, including all shares of
Common Stock issued or issuable in respect of such shares pursuant to any stock
split, stock dividend, recapitalization, or similar event.

                  8. Registration Statement: Any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

                  9. Required Filing Date: The sixtieth (60th) day immediately
following the Closing.

                  10. Rule 144: Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC (excluding Rule 144A).

                  11. SEC: The Securities and Exchange Commission.

                  12. Securities Act: The Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  13. Underwritten registration or underwritten offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

            B. Securities Subject to the Registration Rights. The securities
entitled to the benefits of the Registration Rights set forth in this Section 6
are the Registrable Securities.

                                      -8-
<PAGE>

            C. Registration Rights. The Company agrees that, on or before the
Required Filing Date, the Company shall use its best efforts to prepare and file
with the SEC a Registration Statement on Form S-3 for the Registrable
Securities. The Company will use its best efforts to cause such registration
statement to become effective as soon as practicable with respect to such
Registrable Securities and in accordance with the registration procedures set
forth in Section 6.4 hereof and to keep such Registration Statement effective
until the earlier of (i) two years after the date of the Closing, (ii) the date
on which the holders of Registrable Securities may sell all the Registrable
Securities then held by them without restriction by the volume limitations of
Rule 144(c) of the Securities Act, or (iii) such time as all Registrable
Securities have been sold pursuant to the Registration Statement (the
"Effectiveness Period").

            Expenses and Procedures.

                  Expenses of Registration. All Registration Expenses (exclusive
of underwriting discounts and commissions) for the Registration Statement
referred to in Section 6.3 shall be borne by the Company. Each holder of
Registrable Securities shall bear all underwriting discounts, selling
commissions, sales concessions and similar expenses applicable to the sale of
the Registrable Securities sold by such holder.

                  Registration Procedures. In the case of the registration,
qualification or compliance effected by the Company pursuant to Section 6.3
hereof, the Company will keep the holders of Registrable Securities advised as
to the initiation of registration, qualification and compliance and as to the
completion thereof. At its expense, the Company will furnish such number of
Prospectuses and other documents incident thereto as the holders or underwriters
from time to time may reasonably request.

                  Information. The Company may require each seller of
Registrable Securities as to which any registration is being effected to furnish
such information regarding the distribution of such Registrable Securities as
the Company may from time to time reasonably request and the Company may exclude
from such registration the Registrable Securities of any seller who unreasonably
fails to furnish such information after receiving such request.

                  1. Delay or Suspension. Notwithstanding anything herein to the
contrary, the Company may, at any time, suspend the effectiveness of any
Registration Statement for a period of up to 60 consecutive days or 90 days in
the aggregate in any calendar year, as appropriate (a "Suspension Period"), by
giving notice to each holder of Registrable Securities to be included in the
Registration Statement, if the Company shall have determined, after consultation
with its counsel, that the Company is required to disclose any material
corporate development which the Company determines could reasonably be expected
to have a material effect on the Company. Each holder of Registrable Securities
agrees by acquisition of such Registrable Securities that, upon receipt of any
notice from the Company of a Suspension Period, such holder shall forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such holder (i) is advised in writing
by the Company that the use of the applicable Prospectus may be resumed, (ii)
has received copies of a supplemental or amended prospectus, if applicable, and
(iii) has received copies of any additional or supplemental filings which are
incorporated or deemed to be incorporated by reference in such Prospectus. The
Company shall prepare, file and furnish to each holder of

                                      -9-
<PAGE>

Registrable Securities immediately upon the expiration of any Suspension Period,
appropriate supplements or amendments, if applicable, to the Prospectus and
appropriate documents, if applicable, incorporated by reference in the
Registration Statement. The Company agrees to use its best efforts to cause any
Suspension Period to be terminated as promptly as possible.

                  2. Notification of Material Events. The Company will, as
expeditiously as possible, immediately notify each holder of Registrable
Securities under a Registration Statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the Prospectus contained in such
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and, as expeditiously as possible, amend or
supplement such Prospectus to eliminate the untrue statement or the omission.

            D. Indemnification.

                  1. Indemnification by Company. The Company shall, without
limitation as to time, indemnify and hold harmless, to the full extent permitted
by law, each holder of Registrable Securities, its officers, directors, agents
and employees, each person who controls such holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act), and the
officers, directors, agents or employees of any such controlling person, from
and against all losses, claims, damages, liabilities, costs (including, without
limitation, all reasonable attorneys' fees) and expenses (collectively
"Losses"), as incurred, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus or any amendment or supplement
thereto, or arising out of or based upon any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made (in the case of
any Prospectus) not misleading, except insofar as the same are based solely upon
information furnished to the Company by such holder for use therein; provided,
however, that the Company shall not be liable in any such case to the extent
that any such Loss arises out of or is based upon an untrue statement or alleged
untrue statement or omission made in any preliminary prospectus or Prospectus if
(i) such holder failed to send or deliver a copy of the Prospectus or Prospectus
supplement with or prior to the delivery of written confirmation of the sale of
Registrable Securities and (ii) the Prospectus or Prospectus supplement would
have corrected such untrue statement or omission. If requested, the Company
shall also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers, directors, agents and employees and each person who controls such
persons (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.

                  2. Indemnification by Holder of Registrable Securities. In
connection with any Registration Statement in which a holder of Registrable
Securities is participating, such holder of Registrable Securities shall furnish
to the Company in writing such information as the Company may reasonably request
for use in connection with any Registration Statement or Prospectus. Such holder
hereby agrees to indemnify and hold harmless, to the full extent

                                      -10-
<PAGE>

permitted by law, the Company, and its officers, directors, agents and
employees, each person who controls the Company (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act), and the officers,
directors, agents or employees of any such controlling person, from and against
all losses, as incurred, arising out of or based upon any untrue statements or
alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary prospectus, or arising out of or based upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made (in the case of any Prospectus) not misleading, to the extent, but only to
the extent, that such untrue statement or omission is contained in any
information so furnished in writing by such holder to the Company for use in
such Registration Statement, Prospectus or preliminary prospectus. The Company
shall be entitled to receive indemnities from accountants, underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution to the same extent as provided above with
respect to information so furnished by such persons specifically for inclusion
in any Registration Statement, Prospectus or preliminary prospectus, provided,
that the failure of the Company to obtain any such indemnity shall not relieve
the Company of any of its obligations hereunder. Notwithstanding any provision
of this Section 6.5 to the contrary, the liability of a holder of Registrable
Securities under this Section 6.5 shall not exceed the purchase price received
by such holder for the Registrable Securities sold pursuant to a Registration
Statement or Prospectus.

                  3. Conduct of Indemnification Proceedings. If any action or
proceeding (including any governmental investigation or inquiry) shall be
brought or any claim shall be asserted against any person entitled to indemnity
hereunder (an "indemnified party"), such indemnified party shall promptly notify
the party from which such indemnity is sought (the "indemnifying party") in
writing, and the indemnifying party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses incurred in connection with the defense
thereof. All such fees and expenses (including any fees and expenses incurred in
connection with investigation or preparing to defend such action or proceeding)
shall be paid to the indemnified party, as incurred, within 20 days of written
notice thereof to the indemnifying party; provided, however, that if, in
accordance with this Section 6.5, the indemnifying party is not liable to the
indemnified party, such fees and expenses shall be returned promptly to the
indemnifying party. Any such indemnified party shall have the right to employ
separate counsel in any such action, claim or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be the
expense of such indemnified party unless (a) the indemnifying party has agreed
to pay such fees and expenses, (b) the indemnifying party shall have failed
promptly to assume the defense of such action, claim or proceeding and to employ
counsel reasonably satisfactory to the indemnified party in any such action,
claim or proceeding, or (c) the named parties to any such action, claim or
proceeding (including any impleaded parties) include both such indemnified party
and the indemnifying party, and such indemnified party shall have been advised
by counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party
(in which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such action, claim or proceeding on behalf of such indemnified
party, it being understood, however, that the indemnifying party shall not, in
connection with any one

                                      -11-
<PAGE>

such action, claim or proceeding or separate but substantially similar or
related actions, claims or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for all such indemnified parties, unless
in the opinion of counsel for such indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such action, claim or proceeding, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels). No indemnifying party will consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the release of such indemnified party from all
liability in respect to such claim or litigation without the written consent
(which consent will not be unreasonably withheld) of the indemnified party. No
indemnified party shall consent to entry of any judgment or enter into any
settlement without the written consent (which consent will not be unreasonably
withheld) of the indemnifying party from which indemnify or contribution is
sought.

                  4. Contribution. If the indemnification provided for in this
Section 6.5 is unavailable to an indemnified party under Section 6.5.1 or 6.5.2
hereof (other than by reason of exceptions provided in those Sections) in
respect of any Losses, then each applicable indemnifying party in lieu of
indemnifying such indemnified party shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses, in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and
indemnified party in connection with the actions, statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and the indemnified party shall be
determined by reference to, among other things, whether any action in question,
including any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such indemnifying party or indemnified
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in Section 6.5.3, any legal or other fees
or expenses reasonably incurred by such party in connection with any action,
suit, claim, investigation or proceeding.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6.5.4 were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

            E. Rule 144. The Company shall file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and will take such further action as
any holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144 or Rule 144A. Upon the request of any holder of
Registrable Securities, the Company shall deliver to such holder a written
statement as to whether the

                                      -12-
<PAGE>

Company has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 6.6 shall be deemed to require the Company to register
any of its securities under any section of the Exchange Act.

            F. Underwritten Registrations. No holder of Registrable Securities
may participate in any underwritten registration hereunder unless such person
(i) agrees to sell such holder's Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements, and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

            G. Failure to File Registration Statement and Other Events. The
Company and the Purchaser agree that the Purchaser will suffer damages if the
Registration Statement is not filed on or prior to the Required Filing Date or
is not declared effective by the SEC on or prior to the Effectiveness Date and
maintained in the manner contemplated herein during the Effectiveness Period or
if certain other events occur. The Company and the Purchaser further agree that
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, if (i) the Registration Statement is not filed on or prior to the
Required Filing Date; (ii) is not declared effective by the SEC on or prior to
the Effectiveness Date; or (iii) the Registration Statement is filed with and
declared effective by the SEC but thereafter ceases to be effective or available
as to all Registrable Securities at any time during the Effectiveness Period,
without being succeeded within a reasonable period by a subsequent or amended
Registration Statement filed with and declared effective by the SEC (any such
failure or breach being referred to as an "Event"), the Company shall issue to
each holder of Registrable Securities as liquidated damages for such failure or
breach and not as a penalty (the "Liquidated Damages") additional Warrants in an
amount equal to one and one-half percent (1.5%) of the Warrant Shares issuable
upon exercise of the Warrants issued to such holder pursuant to the Purchase
Agreement for each thirty (30) day period during which any Event described above
occurs and is continuing, pro rated for any period less than thirty (30) days,
following the Event until the applicable Event has been cured; provided,
however, each holder of Registrable Securities will waive any Liquidated Damages
resulting from the Registration Statement not being declared effective by the
SEC on or prior to the Effectiveness Date if the Company cures such failure or
breach prior to the end of the first thirty (30) day period thereafter.
Notwithstanding the foregoing, in no event shall the Company be required to
deliver additional Warrants as aggregate Liquidated Damages to any holder of
Registrable Securities under this Section 6.8 in excess of a total of six
percent (6%) of the number of Warrant Shares issuable on exercise of the
Warrants issued to the Purchaser pursuant to this Agreement. The parties agree
that the Liquidated Damages represent a reasonable estimate on the part of the
parties, as of the date of this Agreement, of the amount of damages that may be
incurred by the holders of Registrable Securities if the Registration Statement
is not filed on or prior to the Required Filing Date or has not been declared
effective by the SEC on or prior to the Effectiveness Date and maintained in the
manner contemplated herein during the Effectiveness Period.

      VII. MISCELLANEOUS.

            A. Fees and Expenses. Except as otherwise set forth in this
Agreement, each party shall pay the fees and expenses of its advisors, counsel,
accountants and other experts, if

                                      -13-
<PAGE>

any, and all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.

            B. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware without giving effect to any of the
conflicts of law principles which would result in the application of the
substantive law of another jurisdiction.

            C. Specific Performance; Consent to Jurisdiction; Venue.

                  (a) The Company and Purchaser acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof or
thereof, this being in addition to any other remedy to which any of them may be
entitled by law or equity.

                  (b) The parties agree that venue for any dispute arising under
this Agreement will lie exclusively in the state or federal courts located in
Orange County, California, and the parties irrevocably waive any right to raise
forum non conveniens or any other argument that California is not the proper
venue. The parties irrevocably consent to personal jurisdiction in the state and
federal courts of the state of California. The Company and Purchaser consent to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this Section 7.3 shall affect
or limit any right to serve process in any other manner permitted by law. The
Company and Purchaser hereby agree that the prevailing party in any suit, action
or proceeding arising out of or relating to the Securities or this Agreement,
shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. D. Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto.

            E. Entire Agreement. This Agreement and the Exhibits hereto and
thereto, and the other documents delivered pursuant hereto and thereto,
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other party in any manner by any representations, warranties, covenants, or
agreements except as specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.

            F. Separability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                      -14-
<PAGE>

            G. Amendment and Waiver. Except as otherwise provided herein, any
term of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Company and Purchaser, or, to the
extent such amendment affects only one Purchaser, by the Company and such
individual Purchaser. Any amendment or waiver effected in accordance with this
Section shall be binding upon each future holder of any security purchased under
this Agreement (including securities into which such securities have been
converted) and the Company.

            H. Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate
address set forth below:

            If to the Company:  AMDL, Inc.
                                2492 Walnut Avenue, Suite 100
                                Tustin, California  92780
                                Attention: Gary L. Dreher, President
                                Facsimile:  (714) 505-4464

            If to Purchaser:    At the address listed on the Purchaser Signature
                                Page hereof.

            I. Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

            J. Survival. The representations and warranties of the Company and
Purchaser contained herein shall survive the execution and delivery hereof and
the Closing until the date two (2) years from the Closing, and the agreements
and covenants of the Company set forth herein shall survive the execution and
delivery hereof and the Closing hereunder until the Registration Statement
required by is no longer required to be effective under the terms and conditions
of this Agreement.

            K. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart.

            L. Publicity. The Company agrees that it will not disclose, and will
not include in any public announcement other than the Registration Statement,
the name of Purchaser without the consent of Purchaser unless and until such
disclosure is required by law or applicable regulation, and then only to the
extent of such requirement.

                                      -15-
<PAGE>

                                          COMPANY

                                          AMDL, INC.

                                          By:__________________________
                                               Gary L. Dreher, President

                                          Dated:  August ____, 2005

                                      -16-
<PAGE>

                            PURCHASER SIGNATURE PAGE

________________________________________________________________________________
PURCHASER

________________________________________________________________________________
Name of Purchaser

________________________________________________________________________________
Authorized Signature

________________________________________________________________________________
Printed Name and Title of Authorized Signatory

Number of Shares Purchased: ________________ Number of Warrant Shares: _________

________________________________________________________________________________
Address of Purchaser

________________________________________________________________________________
Email, telephone number and fax number of Purchaser

________________________________________________________________________________
Exact Name in which Shares and Warrant will be registered

Dated:  August _____, 2005

Wire Transfer Instructions:

AMDL, Inc.
Account No. 0805-033875
Wells Fargo Bank
26151 La Paz Road
Mission Viejo, California 92691
Route # 121000248
Branch Manager: Ener Lumanlan
Phone:  (949) 837-0066
FAX:    (949) 837-2152

                                      -17-
<PAGE>

                                   EXHIBIT "A"

                         PURCHASER REPRESENTATION LETTER
                            (REGULATION D - RULE 506)

AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California  92780

Gentlemen:

      In connection with the purchase by the undersigned ("Purchaser") of
_______________ shares of Common Stock, $0.001 par value (the "Shares"), of
AMDL, Inc., a Delaware corporation (the "Company), and the acquisition of
warrants to purchase a number of additional shares of the Company's common stock
equal to one-half of the number of Shares (the "Warrants"), Purchaser
understands that the Shares and the Warrants have not been registered with the
U.S. Securities and Exchange Commission ("SEC") under the U.S. Securities Act of
1933, as amended (the "Act") in reliance on Rule 506 of Regulation D,
promulgated under the Act and that the Company is relying upon the
representations made in this letter in concluding that Rule 506 of Regulation D
applies. Capitalized terms used herein will have the meaning ascribed to such
terms in the Securities Purchase Agreement entered into between the Company and
the Purchaser. Purchaser hereby represents as follows:

      Purchaser is acquiring the Shares and Warrants for its own account, not as
a nominee or agent, for investment and not with a view to or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Act, except pursuant an effective registration statement under the Act,
or an exemption from registration under the Act.

      VIII. Purchaser has been advised that the Shares and Warrants (including
the shares of Common Stock issuable upon exercise of the Warrants) have not been
registered under the Securities Act or any other applicable securities laws and
that the securities are being offered and sold pursuant to Section 4(2) of the
Act and Rule 506 thereunder, and that the Company's reliance upon Section 4(2)
and Rule 506 is predicated in part on Purchaser representations as contained
herein.

      IX. Purchaser represents to Company that:

      I am a resident of the State of __________________.

________________________________________________________________________________
Please print above the exact name(s) in which Shares and Warrants are to be held

My address is: _________________________________________________________________

               _________________________________________________________________

               _________________________________________________________________

<PAGE>

PURCHASER  (PLEASE INITIAL ONE)

Category I _______    The undersigned is an individual (not a partnership,
                      corporation, etc.) whose individual net worth, or joint
                      net worth with the undersigned's spouse, presently exceeds
                      $1,000,000.

                            Explanation. In calculation of net worth the
                      undersigned may include equity in personal property and
                      real estate, including the undersigned's principal
                      residence, cash, short term investments, stocks and
                      securities. Equity in personal property and real estate
                      should be based on the fair market value of such property
                      less debt secured by such property.

Category II ______    The undersigned is an individual (not a partnership,
                      corporation, etc.) who had an individual income in excess
                      of $200,000 in the last two calendar years, or joint
                      income with the undersigned's spouse in excess of $300,000
                      in the last two calendar years, and has a reasonable
                      expectation of reaching the same income level in the
                      current calendar year.

Category III _____    The undersigned is a bank as defined in Section 3(a)(2) of
                      the Securities Act or any savings and loan association or
                      other institution as defined in Section 3(a)(5)(A) of the
                      1933 Act, whether acting in its individual or fiduciary
                      capacity; a broker or dealer registered pursuant to
                      Section 15 of the Securities Exchange Act of 1934; an
                      insurance company as defined in Section 2(13) of the
                      Securities Act; an investment company registered under the
                      Investment Company Act of 1940, or a business development
                      company as defined in Section 2(a)(48) of that Securities
                      Act; Small Business Investment Company licensed by the
                      U.S. Small Business Administration under Section 301(c) or
                      (d) of the Small Business Investment Act of 1958; a plan
                      established and maintained by a state, its political
                      subdivisions, or any agency or instrumentality of a state
                      or its political subdivisions for the benefit of its
                      employees, if such plan has total assets in excess of
                      $5,000,000; an employee benefit plan within the meaning of
                      the Employee Retirement Income Security Act of 1974 if the
                      investment decision is made by the plan fiduciary, as
                      defined in Section 3(21) of such act, which is either a
                      bank, savings and loan association, insurance company, or
                      registered investment advisor, or if the employee benefit
                      plan has total assets in excess of $5,000,000 or, if a
                      self-directed plan, with investment decisions made solely
                      by persons who are "Accredited Investors" as defined in
                      Section 230.501(a) of the Securities Act.

                            ____________________________________________________
                            ____________________________________________________
                                           (describe entity)

Category IV _____     The undersigned is a private business development company
                      as defined in Section 202(a)(22) of the Investment
                      Advisers Act of 1940.

                            ____________________________________________________
                            ____________________________________________________
                                           (describe entity)

                                      -2-
<PAGE>

Category V ______     The undersigned is an organization described in Section
                      501(c)(3) of the Internal Revenue Code, corporation,
                      Massachusetts or similar business trust, or partnership,
                      not formed for the specific purpose of acquiring the
                      securities offered, with total assets in excess of
                      $5,000,000.

                            ____________________________________________________
                            ____________________________________________________
                                           (describe entity)

Category VI ______    The undersigned is a director or executive officer of the
                      Company.

Category VII _____    The undersigned is a trust, with total assets in excess of
                      $5,000,000, not formed for the specific purpose of
                      acquiring the securities offered, whose purchase is
                      directed by a "Sophisticated Person" as described in
                      Section 230.506(b)(2)(ii) of the Securities Act.

Category VIII _____   The undersigned is an entity in which all of the equity
                      owners are "accredited investors" as defined in Section
                      230.501(a) of the Securities Act.

                            ____________________________________________________
                            ____________________________________________________
                                           (describe entity)

      X. Purchaser acknowledges that the Shares and Warrants (including the
shares of Common Stock issuable upon exercise of the Warrants) have not been
registered under the Securities Act or the securities laws of any state and are
being offered, and will be sold, pursuant to applicable exemptions from such
registration for nonpublic offerings and will be issued as "restricted
securities" as defined by Rule 144 promulgated pursuant to the Securities Act.
The Shares and Warrants may not be resold in the absence of an effective
registration thereof under the Securities Act and applicable state securities
laws unless, in the opinion of the Company's counsel, an applicable exemption
from registration is available.

      XI. Purchaser is acquiring the Shares and Warrants for Purchaser's own
account, for investment purposes only and not with a view to, or for sale in
connection with, a distribution, as that term is used in Section 2(11) of the
Securities Act, in a manner which would require registration under the
Securities Act or any state securities laws.

      XII. Purchaser understands and acknowledges that the Shares and the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
will bear the following legend:

            THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR
            INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE
            ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES
            ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
            JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION
            THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

                                      -3-
<PAGE>

      XIII. Purchaser acknowledges that an investment in the Shares and the
Warrants is not liquid and such securities are transferable only under limited
conditions. Purchaser acknowledges that such securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act, which permits
limited resale of securities purchased in a private placement subject to the
satisfaction of certain conditions and that such Rule is not now available and,
in the future, may not become available for resale of the Shares or Warrants or
underlying shares of Common Stock.

      XIV. Purchaser acknowledges that it is able to protect its interests in
connection with the acquisition of the Shares and Warrants and can bear the
economic risk of investment in such securities without producing a material
adverse change in Purchaser's financial condition. Purchaser otherwise has such
knowledge and experience in financial or business matters that Purchaser is
capable of evaluating the merits and risks of the investment in the Shares.

      XV. Purchaser consents to being named as a "Selling Stockholder" in the
Registration Statement.

      XVI. Purchaser does not have any connection with, or any interest in,
Corbin & Company, LLP (the Company's independent accountant).

      XVII. Purchaser represents that Purchaser:

      (Check applicable box)

            IS NOT a registered broker-dealer and does not have any direct or
            indirect affiliation or association with a registered broker-dealer,
            whether as a director, officer, partner, beneficial owner of a 10%
            or greater interest in a registered broker-dealer (proceed to 12
            below); or

            IS a registered broker-dealer or an affiliate or associate of a
            registered broker-dealer. (Proceed to 11(a) and (b) below).

            (a) The name of the broker-dealer and the nature of the relationship
            are as follows:

               _________________________________________________________________

               _________________________________________________________________

            (b) If Purchaser is a registered broker-dealer or an affiliate or
            associate of a registered broker-dealer, the Purchaser for whom the
            undersigned is completing this questionnaire acquired the securities
            to be resold in the ordinary course of business and at the time of
            purchase had no agreements or understandings, directly or
            indirectly, with any person to distribute the securities.

              Agree         Disagree

                                      -4-
<PAGE>

      XVIII. The undersigned is completing this questionnaire on behalf of:
(mark the appropriate box below)

            Himself or herself as a natural person (proceed to 13 below); or

            An entity that IS subject to SEC reporting requirements for
            publicly-traded companies (proceed to 13 below); or

            An entity that IS NOT subject to SEC reporting requirements. The
            natural persons who have beneficial ownership (voting and
            dispositive power) of the Company's securities held by such entity
            are named below, along with a description of the relationship
            between Purchaser and the natural person(s):

            Full Name of Natural Person       Relationship to Purchaser

      XIX. The undersigned will notify the Company immediately of any changes in
the information relating to the undersigned contained in the Selling
Stockholders table that occur as a result of any purchase or sale of the
Company's securities or other developments occurring prior to the effectiveness
of the Registration Statement.

      XX. Purchaser represents as follows:

                      PURCHASER HAS NOT RELIED ON ANY FINANCIAL PROJECTIONS,
                      MODELS OR OTHER FINANCIAL INFORMATION RELATING TO THE
                      COMPANY NOT CONTAINED IN THE COMPANY'S SEC REPORTS,
______________        WHETHER SUCH PROJECTIONS, MODELS OR OTHER INFORMATION WERE
(Initials)            PROVIDED BY THE COMPANY, THE PLACEMENT AGENT OR ANY OTHER
                      SOURCE. PURCHASER ACKNOWLEDGES THAT SUCH PROJECTIONS AND
                      MODELS ARE INHERENTLY UNRELIABLE AND ARE NOT AN ACCURATE
                      INDICATION OF THE COMPANY'S BUSINESS PROSPECTS OR FUTURE
                      FINANCIAL PERFORMANCE.

                                      -5-
<PAGE>

      XXI. Purchaser agrees to defend, indemnify and hold the Company harmless
against any liability, costs or expenses arising as a result of any
dissemination of the Shares, the Warrants or the Warrant Shares by Purchaser in
violation of the Act or applicable state securities law.

                                           Very truly yours,

                                           "Purchaser"

                                           _____________________________________
                                           Name of Purchaser

                                           _____________________________________
                                           Authorized Signature

                                           _____________________________________
                                           Printed Name of Authorized Signatory

                                           Dated:  August _____ 2005

                                      -6-
<PAGE>

                                                            Warrant No. 2005-xxx

                                   EXHIBIT "B"

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

                             STOCK PURCHASE WARRANT

                               For the Purchase of
                     Shares of Common Stock, $.001 Par Value
                                       of
                                   AMDL, INC.
                             A Delaware Corporation

      THIS CERTIFIES THAT, for value received, ____________________ (the
"Holder"), as registered owner of this Stock Purchase Warrant ("Warrant"), is
entitled to subscribe for, purchase and receive ____________ fully paid and
nonassessable shares of the common stock, $.001 par value (the "Common Stock"),
of AMDL, INC., a Delaware corporation (the "Company"), at the exercise price of
$____ per share (the "Exercise Price"), upon presentation and surrender of this
Warrant and upon payment by wire transfer of the Exercise Price for such shares
of Common Stock to the Company at the principal office of the Company; provided,
however, that upon the occurrence of any of the events specified below, the
rights granted by this Warrant shall be adjusted as therein specified. Upon
exercise of this Warrant, the form of election hereinafter provided for must be
duly executed and the instructions for registration of the Common Stock acquired
by such exercise must be completed.

      This Warrant is being delivered to Holder pursuant to that certain
Securities Purchase Agreement, between the Company and the Holder (the "Purchase
Agreement") dated as of August 9, 2005.

      In the event of the exercise or assignment hereof in part only, the
Company shall cause to be delivered to the Holder a new Warrant of like tenor to
this Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of shares of the Common Stock purchasable hereunder as to
which this Warrant has not been exercised or assigned.

      In no event shall this Warrant (or the shares of the Common Stock issuable
upon full or partial exercise hereof) be offered or sold except in conformity
with the Securities Act of 1933, as amended.

      This Warrant is subject to the following terms and conditions:

      1. Exercise of Warrant. This Warrant may be exercised in whole or in part
at any time or from time to time on or after the issuance date of this Warrant
and before 5:00 P.M., Pacific Time, on August ___, 2008 (the "Expiration Date")
but not thereafter, by presentation and surrender hereof to the Company, with
the Exercise Form annexed hereto duly executed and accompanied by payment by
wire transfer of the Exercise Price for the number of shares specified in such
form, together with all federal and state taxes applicable upon such exercise.
If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the right of the Holder to purchase the balance of the shares
purchasable hereunder. Upon

<PAGE>

receipt by the Company of this Warrant and the Exercise Price at the office or
agency of the Company, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to the Holder.

      2. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

      3. Adjustment in Number of Shares.

            3.1 Adjustment for Reclassifications. In case at any time or from
time to time after the date hereof the holders of the Common Stock of the
Company (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received, or, on or after the record
date fixed for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefore, other or additional stock or
other securities or property (including cash) by way of stock-split, spin-off,
reclassification, combination of shares or similar corporate rearrangement
(exclusive of any stock dividend of its or any subsidiary's capital stock), then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the date of such
exercise if on the date hereof he had been the holder of record of the number of
shares of Common Stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the date hereof, to and including the
date of such exercise, retained such shares and/or all other or additional stock
and other securities and property receivable by him as aforesaid during such
period, giving effect to all adjustments called for during such period.

            3.2 Adjustment for Reorganization, Consolidation, Merger. In case of
any reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
after the date hereof, or in case, after such date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation, then and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise of this
Warrant prior to such consummation, the stock or other securities or property to
which such Holder would be entitled had the Holder exercised this Warrant
immediately prior thereto, all subject to further adjustment as provided herein;
in each such case, the terms of this Warrant shall be applicable to the shares
of stock or other securities or property receivable upon the exercise of this
Warrant after such consummation.

      4. Notices to Warrant Holders. So long as this Warrant shall be
outstanding and unexercised (i) if the Company shall pay any dividend or make
any distribution upon the Common Stock or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any shares of stock
of any class or any other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company,

                                       2
<PAGE>

consolidation or merger of the Company with or into another corporation, sale,
lease or transfer of all or substantially all of the property and assets of the
Company to another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then, in any such
case, the Company shall cause to be delivered to the Holder, at least ten days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any, is to be fixed, as of which the holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.

      5. Officer's Certificate. Whenever the Exercise Price shall be adjusted as
required by the provisions hereof, the Company shall forthwith file in the
custody of its Secretary or an Assistant Secretary at its principal office, and
with its stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as herein provided and setting forth in
reasonable detail the facts requiring such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the Holder and the Company shall, forthwith after each such adjustment, deliver
a copy of such certificate to the Holder. Such certificate shall be conclusive
as to the correctness of such adjustment.

      6. Restrictions on Transfer. The Holder of this Warrant, by acceptance
thereof, agrees that, absent an effective notification under Regulation A or
registration statement, in either case under the Securities Act of 1933 (the
"Act"), covering the disposition of this Warrant or the Common Stock issued or
issuable upon exercise hereof, such Holder will not sell or transfer any or all
of this Warrant or such Common Stock without first providing the Company with an
opinion of counsel reasonably satisfactory to the Company to the effect that
such sale or transfer will be exempt from the registration and prospectus
delivery requirements of the Act. Such Holder agrees that the Company may issue
instructions to its transfer agent to place, or may itself place, a "stop order"
on transfers with respect to the Warrant and Common Stock and that the
certificates evidencing the Warrant and Common Stock which will be delivered to
such Holder by the Company shall bear substantially the following legend:

            THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
      LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
      MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE
      SECURITIES ACT OF ANY STATE HAVING JURISDICTION, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED
      UNDER SUCH ACT OR ACTS.

      7. Each Holder of this Warrant, at the time all or a portion of such
Warrant is exercised, agrees to make such written representations to the Company
as counsel for the Company may reasonably request, in order that the Company may
be reasonably satisfied that such exercise of the Warrant and

                                       3
<PAGE>

consequent issuance of Common Stock will not violate the registration and
prospectus delivery requirements of the Act, or other applicable state
securities laws.

      8. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it (in the exercise of reasonable discretion) of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and (in the
case of loss, theft or destruction) of indemnity satisfactory to it (in the
exercise of reasonable discretion), and (in the case of mutilation) upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.

      9. Reservation of Common Stock. The Company shall at all times reserve and
keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants.

      10. Notices. All notices and other communications from the Company to the
Holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
last Holder of this Warrant who shall have furnished an address to the Company
in writing.

      11. Change; Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

      12. Law Governing. This Warrant shall be construed and enforced in
accordance with and governed by the laws of Delaware.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the ______ day of August 2005.

                                    AMDL, INC.

                                    By: ________________________________
                                           Gary L. Dreher, President

                                       4
<PAGE>

Warrant Exercise Form:

TO: AMDL, INC.                                      Date:_______________________

      The Undersigned hereby elects irrevocably to exercise Warrant No. 2005-xxx
and to purchase _________ shares of the Common Stock of the Company called for
thereby, and hereby makes payment by wire transfer of $ (at the rate of $______
per share of the Common Stock) in payment of the Exercise Price pursuant
thereto. Please issue the shares of the Common Stock as to which this Warrant is
exercised according to the information specified below:

________________________________________________________________________________
(Name)

________________________________________________________________________________
(Address)

________________________________________________________________________________
(Email; telephone number and fax number)

and if said number of Warrants shall not be all the Warrants evidenced by the
within Warrant Certificate, issue a new Warrant Certificate for the balance
remaining of such Warrants to the undersigned at the address stated above.

                             Name of Holder: ___________________________________
                                                       (Please Print)

                             Signature: ________________________________________

                             Signature Medallion Guaranteed: ___________________

      NOTICE: The signature to the form to exercise must correspond with the
name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.

Wire Transfer Instructions:
AMDL, Inc.
Account No. 0805-033875
Wells Fargo Bank
26151 La Paz Road
Mission Viejo, California 92691
Route #121000248

Branch Manager: Ener Lumanlan
Phone: (949) 837-0066
FAX:   (949) 837-2152

<PAGE>

Form to be used to transfer Warrant:

TO: AMDL, INC.                                             Date: _______________

      For value received, ____________________________________________ hereby
sells, assigns and transfers unto ______________________________________________
said Warrant No. 2005-xxx, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint the Secretary of AMDL, Inc.
attorney, to transfer said Warrant Certificate on the books of the corporation,
with full power of substitution in the premises.

                               Name of Holder: _________________________________
                                                   (Please Print)

                               Signature: ______________________________________

                                            ____________________________________
                                                      (Address)

                                             ___________________________________

                               Signature Medallion Guaranteed:__________________

      NOTICE: The signature to the form to transfer must correspond with the
name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.

                                        2
<PAGE>

                                   EXHIBIT "C"

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

<PAGE>

                                   EXHIBIT "D"

                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2005