Exhibit
      10.23

    


     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated October
      15,
      2007 by
      and between StatSure Diagnostic Systems, Inc., a Delaware corporation (the
      “Company”),
      and
      IM US Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

     

    The
      parties hereto agree as follows:

     

    Article
      I

    Purchase
      and Sale of Securities

     

    1.1    Authorization;
      Sale of Shares; Issuance of Warrant; Authorization.
      The
      Company has, or before the Closing (as defined in Section 1.2) will have, duly
      authorized the sale and issuance of 1,428,571 shares (the “Shares”)
      of
      Common Stock, $0.001 par value, of the Company (the “Common
      Stock”)
      and a
      Warrant to purchase Common Stock, in the form annexed herewith as Exhibit
      A
      hereto
      (the “Warrant”)
      to
      purchase up to 1,071,428 Shares of Common Stock (the “Warrant
      Shares”
and
      collectively with the Shares and the Warrant, the “Securities”).

     

    (b) Purchase
      and Sale of Shares and Warrant.
      Subject
      to the terms and conditions of this Agreement, at the Closing the Company will
      sell and issue to the Purchaser, and the Purchaser will purchase from the
      Company, the Shares for the purchase price of $0.35 per share, or an aggregate
      purchase price of $499,999.85 (the “Purchase
      Price”).
      In
      connection with and in consideration for the purchase of the Shares, the Company
      will issue the Warrant to the Purchaser for no additional
      consideration.

     

    (c) Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Securities for general
      corporate purposes.

     

    1.2    Closing.

     

    (a) The
      Closing.
      Subject
      to the terms and conditions of this Agreement, the closing (the “Closing”)
      of the
      sale and purchase of the Shares and the Warrant under this Agreement shall
      take
      place simultaneously with the execution of this Agreement (the date of the
      Closing, the “Closing
      Date”),
      at
      the offices of Foley Hoag LLP, 155 Seaport Blvd., Boston, Massachusetts 02210.
      At the Closing:

     

    (i) the
      Company shall deliver to the Purchaser a certificate, as of a recent practicable
      date, as to the corporate good standing of the Company issued by the Secretary
      of State of the State of Delaware;

     

    (ii) the
      Company shall deliver to the Purchaser a certificate, as of a recent practicable
      date, as to the qualification to do business and the corporate good standing
      of
      the Company issued by the Secretary of the Commonwealth of The Commonwealth
      of
      Massachusetts;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) the
      Company shall deliver to the Purchaser a certificate of the Secretary of the
      Company, dated as of the Closing Date, as to (i) the resolutions adopted by
      the
      Board of Directors of the Company, authorizing and approving all matters in
      connection with this Agreement
      and the other Transaction Documents (as defined in Section ‎2.1(b)) and the
      transactions contemplated hereby and thereby, (ii) the Charter (as defined
      in
      Section ‎2.1(c)), (iii) the Bylaws (as defined ‎2.1(c)), and (iv) the authority
      and incumbency
      of the
      officers of the Company executing the Transaction Documents and any other
      documents required to be executed or delivered in connection
      therewith;

     

    (iv) the
      Company shall deliver to the Purchaser (i) one or more certificates for, in
      the
      aggregate, the Shares (collectively, the “Certificates”),
      and
      (ii) the Warrant; each of the Certificates and the Warrant shall be issued
      in
      the name of the Purchaser;

     

    (v) The
      Irrevocable Transfer Agent Instructions (as defined
      in
      Section ‎3.9),
      shall have been delivered to and acknowledged in writing by the Company’s
      transfer agent.

     

    (vi) the
      Purchaser shall pay to the Company, by wire transfer of immediately available
      funds, the Purchase Price; provided, however, that the Closing shall not be
      deemed to occur, and the Certificates and the Warrant shall not be deemed issued
      to the Purchaser, but shall be deemed to be held in escrow, until the Purchaser
      shall have tendered to the Company the payment in full of the Purchase Price
      and
      the Company shall have received the same.

     

    Article
      II

    Representations
      and Warranties

     

    2.1    Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchaser, as of the Closing
      Date
      (except as set forth on the Schedule of Exceptions attached hereto with each
      numbered Schedule corresponding to the section number herein), as
      follows:

     

    (a) Organization,
      Good Standing and Power.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. The Company and each such subsidiary
      is
      duly qualified as a foreign corporation to do business and is in good standing
      in every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary except for any jurisdiction(s)
      (alone or in the aggregate) in which the failure to be so qualified will
      not
      have a
      Material Adverse Effect (as defined in Section ‎2.1(c)). 

     

    
      
         

      

      
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    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement, the Warrant and the Irrevocable Transfer Agent
      Instructions (collectively, the “Transaction
      Documents”)
      and to
      issue and sell the Shares and the Warrant in accordance with the terms hereof.
      The execution, delivery and performance of the Transaction Documents by the
      Company and the consummation by it of the transactions contemplated hereby
      and
      thereby have been duly and validly authorized by all necessary corporate action,
      and no further consent or authorization of the Company or its Board of Directors
      or stockholders is required. This Agreement and each of the other Transaction
      Documents has been duly executed and delivered by the Company. Each of the
      Transaction Documents constitutes, or shall constitute when executed and
      delivered, a valid and binding obligation of the Company enforceable against
      the
      Company in accordance with its terms, except as such enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation, conservatorship, receivership or similar laws relating to, or
      affecting generally the enforcement of, creditor’s rights and remedies or by
      other equitable principles of general application. 

     

    (c) Capitalization.
      The
      authorized capital stock of the Company and the shares thereof currently issued
      and outstanding as of the date hereof are set forth in the SEC Documents. All
      of
      the outstanding shares of capital stock of the Company and the Shares have
      been
      duly and validly authorized. There are no contracts, commitments,
      understandings, or arrangements by which the Company is or may become bound
      to
      issue additional shares of the capital stock of the Company or options,
      securities or rights convertible into shares of capital stock of the Company.
      Except with respect to the Company’s Series A Preferred Stock, the Company is
      not a party to any agreement granting registration or anti-dilution rights
      to
      any person with respect to any of its equity or debt securities. The Company
      is
      not a party to, and it has no knowledge of, any agreement restricting the voting
      or transfer of any shares of the capital stock of the Company. The offer and
      sale of all capital stock, convertible securities, rights, warrants, or options
      of the Company issued prior to the Closing complied with all applicable Federal
      and state securities laws, and no stockholder has a right of rescission or
      claim
      for damages with respect thereto which would have a Material Adverse Effect
      (as
      defined below). The Company has furnished or made available to the Purchaser
      true and correct copies of the Company’s Certificate of Incorporation as in
      effect on the date hereof (the “Charter”),
      and
      the Company’s Bylaws as in effect on the date hereof (the “Bylaws”).
      For
      the purposes of this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, operations, properties, or
      financial condition of the Company and its subsidiaries and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its obligations under any
      Transaction Document in any material respect.

     

    (d) Issuance
      of Securities.
      The
      Shares and the Warrant to be issued at the Closing have been duly authorized
      by
      all necessary corporate action and the Shares, when paid for or issued in
      accordance with the terms hereof, shall be validly issued and outstanding,
      fully
      paid and nonassessable. When the Warrant Shares are issued in accordance with
      the terms of the Warrant, the Warrant Shares will be duly authorized by all
      necessary corporate action and validly issued and outstanding, fully paid and
      nonassessable, and the holders shall be entitled to all rights accorded to
      a
      holder of Common Stock.

     

    
      
         

      

      
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    (e) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      and the consummation by the Company of the transactions contemplated herein
      and
      therein do not and will not (i) violate any provision of the Charter or Bylaws,
      (ii) conflict with, or constitute a default (or an event which with notice
      or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, mortgage, deed of trust, indenture, note, bond, license, lease
      agreement, instrument or obligation to which the Company is a party or by which
      it or its properties or assets are bound, (iii) create or impose a lien,
      mortgage, security interest, charge or encumbrance of any nature on any property
      of the Company under any agreement or any commitment to which the Company is
      a
      party or by which the Company is bound or by which any of its respective
      properties or assets are bound, or (iv) result in a violation of any Federal,
      state, local or foreign statute, rule, regulation, order, judgment or decree
      (including Federal and state securities laws and regulations) applicable to
      the
      Company or any of its subsidiaries or by which any property or asset of the
      Company or any of its subsidiaries are bound or affected, except, in all cases
      other than violations pursuant to clauses (i) and (iv) above, for such
      conflicts, defaults, terminations, amendments, accelerations, cancellations
      and
      violations as would not, individually or in the aggregate, have a Material
      Adverse Effect. The business of the Company and its subsidiaries is not being
      conducted in violation of any laws, ordinances or regulations of any
      governmental entity, except for possible violations which singularly or in
      the
      aggregate do not and will not have a Material Adverse Effect. The Company is
      not
      required under Federal, state or local law, rule or regulation to obtain any
      consent, authorization or order of, or make any filing or registration with,
      any
      court or governmental agency in order for it to execute, deliver or perform
      any
      of its obligations under the Transaction Documents, or issue and sell the
      Shares, the Warrant and the Warrant Shares in accordance with the terms hereof
      or thereof (other than any filings which may be required to be made by the
      Company with the Commission or state securities administrators subsequent to
      the
      Closing, and any registration statement which may be filed pursuant hereto);
      provided that, for purposes of the representation made in this sentence, the
      Company is assuming and relying upon the accuracy of the relevant
      representations and agreements of the Purchaser herein.

     

    (f) Commission
      Documents, Financial Statements.
      The
      Company is required to file periodic and other reports pursuant to Section
      12(g)
      of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      the Company has filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the United States Securities and
      Exchange Commission (the “Commission”)
      pursuant to the reporting requirements of the Exchange Act, including material
      filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the
      foregoing including filings incorporated by reference therein are also included
      when referring to the SEC Documents, as defined below). The Company has
      delivered or made available to each of the Purchaser true and complete copies
      of
      the SEC Documents which are not otherwise available on the SEC’s EDGAR system.
      The Company has not provided to the Purchaser any material non-public
      information or other information which, according to applicable law, rule or
      regulation, was required to have been disclosed publicly by the Company but
      which has not been so disclosed, other than with respect to the transactions
      contemplated by this Agreement. At the times of their respective filings, the
      Company’s Form 10-KSB/A for the year ended December 31, 2006, including the
      accompanying financial statements (the “Form
      10-KSB/A”)
      and
      the Company’s Form 10-QSB/A for the fiscal quarter ended May 31, 2007 (the
“Form
      10-KSB/A”
and
      collectively with the Form 10-KSB/A, the “SEC
      Documents”)
      complied in all material respects with the requirements of the Exchange Act
      and
      the rules and regulations of the Commission promulgated thereunder and other
      federal, state and local laws, rules and regulations applicable to such
      documents, and, as of their respective dates, none of the Form 10-KSB/A and
      the
      Form 10-QSB/A contained any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading, unless the same has heretofore been amended or corrected
      by a subsequent filing available on the SEC’s EDGAR system. The financial
      statements of the Company included in the SEC Documents comply as to form in
      all
      material respects with applicable accounting requirements and the published
      rules and regulations of the Commission or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with United States generally accepted accounting principles
      (“GAAP”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments).

     

    
      
         

      

      
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    (g) No
      Material Adverse Change.
      Since
      March 31, 2007, the Company has not experienced or suffered any Material Adverse
      Effect except as disclosed in the SEC Documents.

     

    (h) No
      Undisclosed Liabilities.
      Neither
      the Company nor any of its subsidiaries has any liabilities, obligations, claims
      or losses (whether liquidated or unliquidated, secured or unsecured, absolute,
      accrued, contingent or otherwise) other than those incurred in the ordinary
      course of the Company’s or its subsidiaries respective businesses since March
      31, 2007 and which, individually or in the aggregate, do not and would not
      have
      a Material Adverse Effect. 

     

    (i) No
      Undisclosed Events or Circumstances.
      No
      event or circumstance has occurred or exists with respect to the Company or
      its
      subsidiaries or their respective businesses, properties, operations or financial
      condition, which, under applicable law, rule or regulation, requires public
      disclosure or announcement by the Company but which has not been so publicly
      announced or disclosed.

     

    (j) Title
      to Assets.
      Each of
      the Company and the subsidiaries has good and marketable title to all of its
      real and personal property reflected in the Form 10-KSB/A, free and clear of
      any
      mortgages, pledges, charges, liens, security interests or other encumbrances,
      except for those disclosed in the Form 10-KSB/A or such that, individually
      or in
      the aggregate, do not cause a Material Adverse Effect. All leases of the Company
      and each of its subsidiaries are valid and subsisting and in full force and
      effect.

     

    (k) Actions
      Pending.
      There
      is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or any other proceeding pending or, to the knowledge
      of
      the Company, threatened against the Company or any subsidiary which questions
      the validity of this Agreement or any of the other Transaction Documents or
      the
      transactions contemplated hereby or thereby or any action taken or to be taken
      pursuant hereto or thereto. Except as set forth in the SEC Documents, there
      is
      no action, suit, claim, investigation, arbitration, alternate dispute resolution
      proceeding or any other proceeding pending or, to the knowledge of the Company,
      threatened, against or involving the Company, any subsidiary or any of their
      respective properties or assets. There are no outstanding orders, judgments,
      injunctions, awards or decrees of any court, arbitrator or governmental or
      regulatory body against the Company or any subsidiary or any officers or
      directors of the Company or subsidiary in their capacities as such.

     

    
      
         

      

      
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    (l) Compliance
      with Law.
      The
      business of the Company and the subsidiaries has been and is presently being
      conducted in accordance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances, except for such
      noncompliance that, individually or in the aggregate, would not cause a Material
      Adverse Effect. The Company and each of its subsidiaries have all franchises,
      permits, licenses, consents and other governmental or regulatory authorizations
      and approvals necessary for the conduct of its business as now being conducted
      by it unless the failure to possess such franchises, permits, licenses, consents
      and other governmental or regulatory authorizations and approvals, individually
      or in the aggregate, could not reasonably be expected to have a Material Adverse
      Effect. 

     

    (m) Taxes.
      The
      amount reflected in the most recent annual and, if any, subsequent quarterly
      Company’s SEC Documents as provision for Taxes is sufficient in all material
      respects for the payment of all unpaid Taxes for all periods ending on or before
      the dates reflected in such Company’s SEC Documents. The Company has timely
      filed or obtained presently effective extensions with respect to all Tax Returns
      that are or were required to be filed by it; subject to the foregoing, such
      Tax
      Returns are complete and accurate in all material respects and all Taxes shown
      thereon to be due have been timely paid. The Company has no knowledge of any
      tax
      deficiency which has been or might be asserted or threatened against it and
      that
      could reasonably be expected to have a Material Adverse Effect. All Taxes that
      the Company is or was required by law to withhold or to collect have been duly
      withheld or billed to others, and, to the extent required, have been timely
      paid
      to the proper Governmental Entity. The Tax Returns of the Company have not
      been
      audited by any Governmental Entity, and no controversy with respect to Taxes
      is
      pending or, to the best of the Company’s knowledge, threatened. For purposes of
      this Agreement: (i) "Tax" or “Taxes” means all taxes, charges, fees, levies or
      other similar assessments or liabilities, including without limitation income,
      gross receipts, ad valorem, premium, value-added, excise, real property,
      personal property, sales, use, transfer, withholding, employment, unemployment
      insurance, social security, business license, business organization,
      environmental, workers compensation, payroll, profits, license, lease, service,
      service use, severance, stamp, occupation, windfall profits, customs, duties,
      franchise and other taxes imposed by the United States or any state, local
      or
      foreign government, or any other Governmental Entity, and any interest, fines,
      penalties, assessments or additions to tax resulting from, attributable to
      or
      incurred in connection with any tax or any contest or dispute thereof; and
      (ii)
“Tax Returns” means all reports, returns, declarations, statements or other
      information required to be supplied to a taxing authority in connection with
      Taxes and any amendment thereof.

     

    (n) Disclosure.
      When
      taken as a whole, neither this Agreement (together with the Schedules hereto)
      nor any other documents, certificates or instruments furnished to the Purchaser
      by or on behalf of the Company or any subsidiary in connection with the
      transactions contemplated by this Agreement contain any untrue statement of
      a
      material fact or omit to state a material fact necessary in order to make the
      statements made herein or therein, in the light of the circumstances under
      which
      they were made herein or therein, not misleading.

     

    
      
         

      

      
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    (o) Operation
      of Business.
      The
      Company and each of the subsidiaries owns or possesses all patents, trademarks,
      domain names (whether or not registered) and any patentable improvements or
      copyrightable derivative works thereof, websites and intellectual property
      rights relating thereto, service marks, trade names, copyrights, licenses and
      authorizations as set forth in the Form 10-KSB, and all rights with respect
      to
      the foregoing, which are necessary for the conduct of its business as now
      conducted without any conflict with the rights of others.

     

    (p) Environmental
      Compliance.
      The
      Company and each of its subsidiaries have obtained all material approvals,
      authorization, certificates, consents, licenses, orders and permits or other
      similar authorizations of all governmental authorities, or from any other
      person, that are required under any Environmental Laws. The Form 10-KSB or
      Form
      10-QSB describes all material permits, licenses and other authorizations issued
      under any Environmental Laws to the Company or its subsidiaries. “Environmental
      Laws”
shall
      mean all applicable laws relating to the protection of the environment
      including, without limitation, all requirements pertaining to reporting,
      licensing, permitting, controlling, investigating or remediating emissions,
      discharges, releases or threatened releases of hazardous substances, chemical
      substances, pollutants, contaminants or toxic substances, materials or wastes,
      whether solid, liquid or gaseous in nature, into the air, surface water,
      groundwater or land, or relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of hazardous
      substances, chemical substances, pollutants, contaminants or toxic substances,
      material or wastes, whether solid, liquid or gaseous in nature. The Company
      has
      all necessary governmental approvals required under all Environmental Laws
      and
      used in its business or in the business of any of its subsidiaries. The Company
      and each of its subsidiaries are also in compliance with all other limitations,
      restrictions, conditions, standards, requirements, schedules and timetables
      required or imposed under all Environmental Laws. Except for such instances
      as
      would not individually or in the aggregate have a Material Adverse Effect,
      there
      are no past or present events, conditions, circumstances, incidents, actions
      or
      omissions relating to or in any way affecting the Company or its subsidiaries
      that violate or may violate any Environmental Law after the Closing Date or
      that
      may give rise to any environmental liability, or otherwise form the basis of
      any
      claim, action, demand, suit, proceeding, hearing, study or investigation (i)
      under any Environmental Law, or (ii) based on or related to the manufacture,
      processing, distribution, use, treatment, storage (including without limitation
      underground storage tanks), disposal, transport or handling, or the emission,
      discharge, release or threatened release of any hazardous
      substance.

     

    (q) Books
      and Records; Internal Accounting Controls.
      The
      books and records of the Company and its subsidiaries accurately reflect in
      all
      material respects the information relating to the business of the Company and
      the subsidiaries, the location and collection of their assets, and the nature
      of
      all transactions giving rise to the obligations or accounts receivable of the
      Company or any subsidiary. The Company and each of its subsidiaries maintain
      a
      system of internal accounting controls sufficient, in the judgment of the
      Company, to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate
      actions is taken with respect to any differences.

     

    
      
         

      

      
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    (r) Material
      Agreements.
      Except
      for certain Distribution Agreements which contain conditions precedent to their
      effectiveness, neither the Company nor any subsidiary is a party to any written
      or oral contract, instrument, agreement, commitment, obligation, plan or
      arrangement, a copy of which would be required to be filed with the Commission
      as an exhibit to a registration statement on Form S-3 or applicable form
      (collectively, “Material
      Agreements”)
      if the
      Company or any subsidiary were registering securities under the Securities
      Act.
      The Company and each of its subsidiaries has in all material respects performed
      all the obligations required to be performed by them to date under the foregoing
      agreements, have received no notice of default and are not in default under
      any
      Material Agreement now in effect, the result of which could cause a Material
      Adverse Effect. 

     

    (s) Transactions
      with Affiliates.
      Except
      as set forth in the SEC Documents, there are no loans, leases, agreements,
      contracts, royalty agreements, management contracts or arrangements or other
      continuing transactions between (a) the Company or any subsidiary on the one
      hand, and (b) on the other hand, any officer, employee, consultant or director
      of the Company, or any of its subsidiaries, or any person owning any capital
      stock of the Company or any subsidiary or any member of the immediate family
      of
      such officer, employee, consultant, director or stockholder or any corporation
      or other entity controlled by such officer, employee, consultant, director
      or
      stockholder, or a member of the immediate family of such officer, employee,
      consultant, director or stockholder.

     

    (t) Securities
      Act of 1933.
      Based
      in material part upon the representations herein of the Purchaser, the Company
      has complied and will comply with all applicable federal and state securities
      laws in connection with the offer, issuance and sale of the Shares and the
      Warrant hereunder. Neither the Company nor anyone acting on its behalf, directly
      or indirectly, has or will sell, offer to sell or solicit offers to buy any
      of
      the Shares, the Warrant or similar securities to, or solicit offers with respect
      thereto from, or enter into any preliminary conversations or negotiations
      relating thereto with, any other person, or has taken or will take any action
      so
      as to bring the issuance and sale of any of the Shares and the Warrant Shares
      under the registration provisions of the Securities Act and applicable state
      securities laws, and neither the Company nor any of its affiliates, nor any
      person acting on its or their behalf, has engaged in any form of general
      solicitation or general advertising within the meaning of Regulation D
      (“Regulation
      D”)
      under
      the Securities Act of 1933 as amended (the “Securities
      Act”),
      in
      connection with the offer or sale of any of the Shares and the
      Warrant.

     

    (u) Governmental
      Approvals.
      Except
      for the filing of any notice prior or subsequent to the Closing Date that may
      be
      required under applicable state and/or Federal securities laws (which if
      required, shall be filed on a timely basis), including the filing of a Form
      D
      and a registration statement or statements pursuant to Section 3.3, no
      authorization, consent, approval, license, exemption of, filing or registration
      with any court or governmental department, commission, board, bureau, agency
      or
      instrumentality, domestic or foreign, is or will be necessary for, or in
      connection with, the execution or delivery of the Shares and the Warrant, or
      for
      the performance by the Company of its obligations under the Transaction
      Documents.

     

    
      
         

      

      
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    (v) Absence
      of Certain Developments.
      Since
      March 31, 2007 (the “Last
      Audited Date”)
      there
      has been no material adverse change and no Material Adverse Effect, except
      as
      disclosed in the Company’s SEC Documents. Since the Last Audited Date, except as
      provided in the Company’s SEC Documents, the Company has not (i) discharged or
      satisfied any material lien or encumbrance or paid any material obligation
      or
      liability (absolute or contingent), other than current liabilities paid in
      the
      ordinary course of business consistent with past practices; (ii) declared or
      made any payment or distribution of cash or other property to shareholders
      with
      respect to its capital stock, or purchased or redeemed, or made any agreements
      to purchase or redeem, any shares of its capital stock; (iii) sold, assigned
      or
      transferred any other tangible assets, or canceled any material debts owed
      to
      the Company by any third party or material claims of the Company against a
      third
      party, except in the ordinary course of business consistent with past practices;
      (iv) suffered any substantial losses or waived any rights of material value,
      whether or not in the ordinary course of business, or suffered the loss of
      any
      material amount of existing business; (v) made any increases in employee
      compensation, except in the ordinary course of business consistent with past
      practices; or (vi) experienced any material problems with labor or management
      in
      connection with the terms and conditions of their employment.

     

    (w) Public
      Utility Holding Company Act and Investment Company Act Status.
      The
      Company is not a “holding company” or a “public utility company” as such terms
      are defined in the Public Utility Holding Company Act of 1935, as amended.
      The
      Company is not, and as a result of and immediately upon the Closing will not
      be,
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended.


     

    (x) ERISA.
      No
      liability to the Pension Benefit Guaranty Corporation has been incurred with
      respect to any Plan (as defined below) by the Company or any of its subsidiaries
      which is or would be materially adverse to the Company and its subsidiaries.
      The
      execution and delivery of this Agreement and the issuance and sale of the
      Preferred Shares will not involve any transaction which is subject to the
      prohibitions of Section 406 of ERISA or in connection with which a tax could
      be
      imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as
      amended, provided that, if the Purchaser, or any person or entity that owns
      a
      beneficial interest in the Purchaser, is an “employee pension benefit plan”
(within the meaning of Section 3(2) of ERISA) with respect to which the Company
      is a “party in interest” (within the meaning of Section 3(14) of ERISA), the
      requirements of Sections 407(d)(5) and 408(e) of ERISA, if applicable, are
      met.
      As used in this Section 2.1(x), the term “Plan” shall mean an “employee pension
      benefit plan” (as defined in Section 3 of ERISA) which is or has been
      established or maintained, or to which contributions are or have been made,
      by
      the Company or any subsidiary or by any trade or business, whether or not
      incorporated, which, together with the Company or any subsidiary, is under
      common control, as described in Section 414(b) or (c) of the Code. 

     

    (y) Off-Balance
      Sheet Arrangements.
      There
      is no transaction, arrangement or other relationship between the Company and
      an
      unconsolidated or other off-balance sheet entity that is required to be
      disclosed by the Company under the Exchange Act and is not so disclosed or
      that
      otherwise could reasonably be expected to have a Material Adverse
      Effect.

     

    
      
         

      

      
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    (z) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Shares pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the Securities Act which would
      prevent the Company from selling the Shares pursuant to Rule 506 under the
      Securities Act, or any applicable exchange-related stockholder approval
      provisions, nor will the Company or any of its affiliates or subsidiaries take
      any action or steps that would cause the offering of the Shares to be integrated
      with other offerings. The Company does not have any registration statement
      pending before the Commission or currently under the Commission’s review and
      since August 1, 2006, the Company has not offered or sold any of its equity
      securities or debt securities convertible into shares of Common
      Stock.

     

    (aa) Sarbanes-Oxley
      Act.
      The
      Company is in compliance with the provisions of the Sarbanes-Oxley Act of 2002
      applicable to it (the “Sarbanes-Oxley
      Act”),
      and
      the rules and regulations promulgated thereunder, that are effective, and
      intends to comply with other applicable provisions of the Sarbanes-Oxley Act,
      and the rules and regulations promulgated thereunder, upon the effectiveness
      of
      such provisions to the Company.

     

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

     

    (cc) Transfer
      Agent.
      The
      name, address, telephone number, fax number, contact person and email address
      of
      the Company’s transfer agent is American Stock Transfer and Trust Company, 59
      Maiden Lane, New York, NY 10038, 718-921-8200. 

     

    2.2    Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby makes the following representations and warranties to the
      Company: 

     

    (a) Organization
      and Standing.
      The
      Purchaser is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware. 

     

    (b) Authorization
      and Power.
      The
      Purchaser has the requisite power and authority to enter into and perform this
      Agreement and to purchase the Shares and Warrant. The execution, delivery and
      performance of this Agreement by the Purchaser and the consummation by it of
      the
      transactions contemplated hereby and thereby have been duly authorized by all
      necessary limited liability company action, and no further consent or
      authorization of the Purchaser or its governing body is required. This Agreement
      has been duly authorized, executed and delivered by the Purchaser and
      constitutes a valid and binding obligation of the Purchaser enforceable against
      the Purchaser in accordance with the terms hereof.

     

    
      
         

      

      
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    (c) Acquisition
      for Investment.
      The
      Purchaser is acquiring the Shares and the Warrant and, upon exercise of the
      Warrant, the Warrant Shares solely for its own account for the purpose of
      investment and not with a view to or for sale in connection with distribution.
      The Purchaser does not have a present intention to sell the Shares or the
      Warrant or the Warrant Shares, nor a present arrangement (whether or not legally
      binding) or intention to effect any distribution of the Shares or the Warrant
      or
      the Warrant Shares to or through any person or entity; provided,
      however,
      that by
      making the representations herein and subject to Section ‎2.2(g) below, the
      Purchaser does not agree to hold the Shares or the Warrant or the Warrant Shares
      for any minimum or other specific
      term and reserves the right to dispose of the Shares or the Warrant or the
      Warrant Shares at any time in accordance with Federal and state securities
      laws
      applicable to such disposition. The Purchaser acknowledges that it is able
      to
      bear the financial risks associated with an investment in the Shares and the
      Warrant (and, upon exercise of the Warrant, the Warrant Shares) and that it
      has
      been given full access to such records of the Company and the subsidiaries
      and
      to the officers of the Company and the subsidiaries and received such
      information as it has deemed necessary or appropriate to conduct its due
      diligence investigation and has sufficient knowledge and experience in investing
      in companies similar to the Company in terms of the Company’s stage of
      development so as to be able to evaluate the risks and merits of its investment
      in the Company.

     

    (d) Status
      of Purchaser.
      The
      Purchaser is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act. The Purchaser is not required to be registered as
      a
      broker-dealer under Section 15 of the Exchange Act and the Purchaser is not
      a
      broker-dealer.

     

    (e) Opportunities
      for Additional Information.
      The
      Purchaser acknowledges that the Purchaser has had the opportunity to ask
      questions of and receive answers from, or obtain additional information from,
      the executive officers of the Company concerning the financial and other affairs
      of the Company, and to the extent deemed necessary in light of the Purchaser’s
      personal knowledge of the Company’s affairs, the Purchaser has asked such
      questions and received answers to the full satisfaction of the Purchaser, and
      the Purchaser desires to invest in the Company.

     

    (f) No
      General Solicitation.
      The
      Purchaser acknowledges that the Shares and the Warrant were not offered to
      the
      Purchaser by means of any form of general or public solicitation or general
      advertising, or publicly disseminated advertisements or sales literature,
      including (i) any advertisement, article, notice or other communication
      published in any newspaper, magazine, or similar media, or broadcast over
      television or radio, or (ii) any seminar or meeting to which the Purchaser
      was
      invited by any of the foregoing means of communications. The
      Purchaser acknowledges that it is not relying upon statements or representations
      by any person, firm or corporation, other than the Company, in making its
      decision to invest in the Company and it is not relying on any representations
      of the Company other than those specifically set forth in this Agreement
      (including, without limitation, all schedules hereto and all SEC
      Documents).

     

    (g) Rule
      144.
      The
      Purchaser understands that the Shares and, when issued, the Warrant Shares
      must
      be held indefinitely unless they are registered under the Securities Act or
      an
      exemption from registration is available. The Purchaser acknowledges that the
      Purchaser is familiar with Rule 144 of the rules and regulations of the
      Commission, as amended, promulgated pursuant to the Securities Act
      (“Rule
      144”),
      and
      that the Purchaser has been advised that Rule 144 permits resales only under
      certain circumstances. The Purchaser understands that to the extent that Rule
      144 is not available, the Purchaser will be unable to sell any Shares or Warrant
      Shares without either registration under the Securities Act or the existence
      of
      another exemption from such registration requirement.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (h) General.
      The
      Purchaser understands that the Shares and the Warrant and the Warrant Shares
      are
      being offered and sold in reliance on a transactional exemption from the
      registration requirement of Federal and state securities laws and the Company
      is
      relying upon the truth and accuracy of the representations, warranties,
      agreements, acknowledgments and understandings of the Purchaser set forth herein
      in order to determine the applicability of such exemptions and the suitability
      of the Purchaser to acquire the Shares.

     

    (i) Independent
      Investment.
      Except
      as may be disclosed in any filings with the Commission by the Purchaser under
      Section 13 and/or Section 16 of the Exchange Act, the Purchaser has not agreed
      to act with any other purchaser for the purpose of acquiring, holding, voting
      or
      disposing of the Shares purchased hereunder for purposes of Section 13(d) under
      the Exchange Act, and the Purchaser is acting independently with respect to
      its
      investment in the Shares.

     

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

     

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

     

    Article
      III

    Covenants

     

    The
      Company covenants with the Purchaser as follows, which covenants are for the
      benefit of the Purchaser and its permitted assignees (as defined
      herein).

     

    3.1    Securities
      Compliance. The
      Company shall notify the Commission in accordance with their rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents, including filing a Form D with respect to the Shares, the Warrant
      and
      Warrant Shares as required under Regulation D, and shall take all other
      necessary action and proceedings as may be required and permitted by applicable
      law, rule and regulation, for the legal and valid issuance of the Shares, the
      Warrant and the Warrant Shares to the Purchaser or subsequent holders.


     

    
      
         

      

      
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    3.2    Registration
      and Listing. The
      Company shall cause its Common Stock to be registered under Sections 12(b)
      or
      12(g) of the Exchange Act to comply in all respects with its reporting and
      filing obligations under the Exchange Act, to comply with all requirements
      related to any registration statement filed pursuant to this Agreement, and
      to
      not take any action or file any document (whether or not permitted by the
      Securities Act or the rules promulgated thereunder) to terminate or suspend
      such
      registration or to terminate or suspend its reporting and filing obligations
      under the Exchange Act or Securities Act, except as permitted herein. The
      Company will take all action necessary to continue the listing or trading of
      its
      Common Stock on at least one of the OTC Bulletin Board or other exchange or
      market on which the Common Stock is trading. Subject to the terms of the
      Transaction Documents, the Company further covenants that it will take such
      further action as the Purchaser may reasonably request, all to the extent
      required from time to time to enable the Purchaser to sell the Shares and the
      Warrant Shares without registration under the Securities Act within the
      limitation of the exemptions provided by Rule 144 promulgated under the
      Securities Act. Upon the request of the Purchaser, the Company shall deliver
      to
      the Purchaser a written certification of a duly authorized officer as to whether
      it has complied with such requirements.

     

    3.3    Piggy-Back
      Rights; Other Registration Rights; Rule 144.

     

    (a) The
      Purchaser shall have piggy-back registration rights with respect to the Shares
      and the Warrant Shares and any shares of Common Stock issued thereon, such
      as
      shares issued as stock dividends or in connection with a stock split or any
      other recapitalization (the “Registrable
      Securities”)
      subject to the conditions set forth below. If the Company participates (whether
      voluntarily or by reason of an obligation to a third party) in the registration
      of any shares of the Company’s stock (other than a registration on Form S-8 or
      on Form S-4) filed after the date hereof, the Company shall give written notice
      thereof to the Purchaser (a “Piggyback
      Notice”)
      and
      the Purchaser shall have the right, exercisable within ten (10) Trading Days
      (as
      defined
      in
      Section ‎3.11)
      after
      receipt of such notice, to demand inclusion of all or a portion of the
      Purchaser’s Registrable Securities then still held by the Purchaser (or still
      subject to issuance upon exercise of the Warrant) in such registration
      statement. If the Purchaser exercises such election, the Registrable Securities
      so designated shall be included in the registration statement (without any
      holdbacks) at no cost or expense to the Purchaser (other than any commissions,
      if any, relating to the sale of such shares).

     

    (b) Notwithstanding
      the
      provisions of Section ‎3.3(a), at any time after the date which is six (6)
      months from the Closing Date and before the Company has given the Purchaser
      a
      Piggyback Notice, the Purchaser shall have the right to give a written notice
      to
      the
      Company demanding that the Company file a registration statement covering the
      resale of the Purchaser’s Registrable Securities then still held by the
      Purchaser (or still subject to issuance upon exercise of the Warrant) and to
      use
      its best efforts to cause such registration statement to be declared effective
      by the SEC and remain in effect for at least one year thereafter. If the Company
      has given a Piggyback Notice but subsequently does not file or withdraws such
      registration statement, it shall be deemed as if no Piggyback Notice had been
      given.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (c) The
      Purchaser’s rights under this Section ‎3.3 shall expire at such time as the
      Purchaser can sell all of such Purchaser’s remaining Registrable Securities
      under Rule 144 (as defined below) without volume or
      other
      restrictions or limit.

     

    3.4    Compliance
      with Laws.
      The
      Company shall comply, and cause each subsidiary to comply, with all applicable
      laws, rules, regulations and orders, noncompliance with which could have a
      Material Adverse Effect. 

     

    3.5    Keeping
      of Records and Books of Account.
      The
      Company shall keep and cause each subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its subsidiaries, and in which, for each fiscal year, all proper reserves for
      depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
      purposes in connection with its business shall be made.

     

    3.6    Reporting
      Requirements.
      If the
      Commission ceases making periodic reports filed under the Exchange Act available
      via the Internet, then at the Purchaser’s request the Company shall furnish the
      following to the Purchaser so long as the Purchaser shall be obligated hereunder
      to purchase the Shares or shall beneficially own any Shares:

     

    (a) Quarterly
      Reports filed with the Commission on Form 10-QSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; 

     

    (b) Annual
      Reports filed with the Commission on Form 10-KSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; and 

     

    (c) Copies
      of
      all notices and information, including without limitation notices and proxy
      statements in connection with any meetings, that are provided to holders of
      shares of Common Stock, contemporaneously with the delivery of such notices
      or
      information to such holders of Common Stock. 

     

    3.7    Other
      Agreements.
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would restrict or impair the right or ability to perform of the Company or
      any
      subsidiary under any Transaction Document. 

     

    3.8    Reservation
      of Shares.
      So long
      as any portion of the Warrant remains outstanding, the Company shall take all
      action necessary to at all times have authorized, and reserved for the purpose
      of issuance, no less than one hundred percent (100%) the aggregate number of
      shares of Common Stock needed to provide for the issuance of the Warrant Shares
      and, if declared, that number of additional shares as is necessary to issue
      dividends in shares of Common Stock.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    3.9    Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates, registered in the name of
      the
      Purchaser or its nominee(s), for the Warrant Shares in such amounts as specified
      from time to time by the Purchaser to the Company upon exercise of the Warrant
      in the form of Exhibit B attached hereto (the “Irrevocable Transfer Agent
      Instructions”). Prior to registration of the Warrant Shares under the Securities
      Act, all such certificates shall bear the restrictive legend specified in
      Section ‎4.1.
      The
      Company warrants that, subject to such restrictive legend, no instruction other
      than the Irrevocable Transfer Agent Instructions referred to in this Section
      ‎3.9 will be given by the Company to its transfer agent and that
      the
      Shares shall otherwise be freely transferable on the books and records of the
      Company as and to the extent provided in this Agreement. If the Purchaser
      provides the Company with an opinion of counsel, in a generally acceptable
      form,
      to the effect that a public sale, assignment or transfer of Shares or Warrant
      Shares may be made without registration under the Securities Act or the
      Purchaser provides the Company with reasonable assurances that Shares and
      Warrant Shares can be sold pursuant to Rule 144 without any restriction as
      to
      the number of securities acquired as of a particular date that can then be
      immediately sold, the Company shall permit the transfer, and, in the case of
      the
      Shares and Warrant Shares, promptly instruct its transfer agent to issue one
      or
      more certificates in such name and in such denominations as specified by the
      Purchaser and without any restrictive legend. The Company acknowledges that
      a
      breach by it of its obligations under
      this
      Section ‎3.9 will cause irreparable harm to the Purchaser by vitiating the
      intent and purpose of the transaction contemplated hereby. Accordingly, the
      Company acknowledges that the remedy at law for a breach of its obligations
      under this Section ‎3.9 will be inadequate and agrees, in the event of a breach
      or threatened breach by the Company of the provisions of this Section ‎3.9, that
      the Purchaser shall be entitled, in addition to all other available remedies,
      to
      an order and/or injunction restraining
      any
      breach and requiring immediate issuance and transfer, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

    3.10    Reporting
      Status.
      So long
      as the Purchaser beneficially owns any of the Shares, the Warrant or the Warrant
      Shares the Company shall timely file all reports required to be filed with
      the
      Commission pursuant to the Exchange Act, and the Company shall not terminate
      its
      status as an issuer required to file reports under the Exchange Act even if
      the
      Exchange Act or the rules and regulations thereunder would permit such
      termination.

     

    3.11    Disclosure
      of Transaction.
      If
      required under applicable law, the Company shall file with the Commission a
      Current Report on Form 8-K (the “Form
      8-K”)
      describing the material terms of the transactions contemplated hereby, which
      Form 8-K shall be subject to prior review and comment by the Purchaser. When
      used in this Agreement, “Trading
      Day”
means
      any day during which the OTC Bulletin Board (or other principal exchange on
      which the Common Stock is then traded) shall be open for trading.

     

    3.12    Disclosure
      of Material Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide the Purchaser or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information, unless prior thereto the Purchaser shall have executed a written
      agreement regarding the confidentiality and use of such information. The Company
      understands and confirms that the Purchaser shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

     

    3.13    Pledge
      of Securities.
      Without
      limiting the provisions of Section ‎6.7, the Company acknowledges
      and agrees that the Shares, the Warrant and the Warrant Shares may be pledged
      by
      the Purchaser in connection with a bona fide margin agreement or other loan
      or
      financing arrangement that is secured by such Securities. The pledge of such
      Securities shall not be deemed to be a transfer, sale or assignment of such
      Securities, and the Purchaser shall not be required to provide the Company
      with
      any notice thereof or otherwise make any delivery to the Company pursuant to
      this Agreement or any other Transaction Document. At the Purchaser’s expense,
      the Company hereby agrees to execute and deliver such documentation as a pledgee
      of such Securities may reasonably request in connection with a pledge of such
      Securities to such pledgee by the Purchaser.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    3.14    Form
      SB-2 Eligibility.
      The
      Company currently meets the “registrant eligibility” and transaction
      requirements set forth in the general instructions to Form SB-2 applicable
      to
“resale” registrations on Form SB-2 and the Company shall file all reports
      required to be filed by the Company with the Commission in a timely
      manner.

     

    Article
      IV

    Stock
      Certificate Legend

     

    4.1    Legend.
      Each
      certificate representing the Shares and the Warrant, and, if appropriate, the
      Warrant Shares, shall be stamped or otherwise imprinted with a legend
      substantially in the following form (in addition to any legend required by
      applicable state securities or “blue sky” laws):

     

    THESE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR STATSURE DIAGNOSTIC SYSTEMS, INC. SHALL HAVE RECEIVED
      AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
      ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.

     

    The
      Company agrees to reissue certificates representing any of the Shares or Warrant
      Shares, without the legend set forth above if at such time, prior to making
      any
      transfer of any such securities, such holder thereof shall give written notice
      to the Company describing the manner and terms of such transfer and removal
      as
      the Company may reasonably request. Such proposed transfer and removal will
      not
      be effected until: (a) either (i) the Company has received an opinion of counsel
      reasonably satisfactory to the Company, to the effect that the registration
      of
      the Shares or Warrant Shares under the Securities Act is not required in
      connection with such proposed transfer, (ii) a registration statement under
      the
      Securities Act covering such proposed disposition has been filed by the Company
      with the Commission and has become effective under the Securities Act, (iii)
      the
      Company has received other evidence reasonably satisfactory to the Company
      that
      such registration and qualification under the Securities Act and state
      securities laws are not required, or (iv) the holder provides the Company with
      reasonable assurances that such security can be sold pursuant to Rule 144 under
      the Securities Act; and (b) either (i) the Company has received an opinion
      of
      counsel reasonably satisfactory to the Company, to the effect that registration
      or qualification under the securities or “blue sky” laws of any state is not
      required in connection with such proposed disposition, or (ii) compliance with
      applicable state securities or “blue sky” laws has been effected or a valid
      exemption exists with respect thereto. The Company will respond to any such
      notice from a holder within five (5) business days. In the case of any proposed
      transfer under this Section ‎4.1,
      the
      Company will use reasonable
      efforts to comply with any such applicable state securities or “blue sky” laws,
      but shall in no event be required, (x) to qualify to do business in any state
      where it is not then qualified, (y) to take any action that would subject it
      to
      tax or to the general service of process in any state where it is not then
      subject, or (z) to comply with state securities or “blue sky” laws of any state
      for which registration by coordination is unavailable to the Company. The
      restrictions on transfer contained
      in this
      Section ‎4.1 shall be in addition to, and not by way of limitation of, any other
      restrictions on transfer contained
      in any
      other section of this Agreement. Whenever a certificate representing the Shares
      or Warrant Shares is required to be issued to the Purchaser without a legend,
      in
      lieu of delivering physical certificates representing the Shares or Warrant
      Shares (provided that a registration statement under the Securities Act
      providing for the resale of the Shares and Warrant Shares is then in effect
      and
      such request is in connection with a sale), the Company shall cause its transfer
      agent to electronically transmit the Shares or Warrant Shares to the Purchaser
      by crediting the account of such Purchaser’s Prime Broker with the Depository
      Trust Company (“DTC”)
      through its Deposit Withdrawal Agent Commission (“DWAC”)
      system
      (to the extent not inconsistent with any provisions of this Agreement) provided
      that the Company and the Company’s transfer agent are participating in DTC
      through the DWAC system.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    Article
      V

    Indemnification

     

    5.1    General
      Indemnity.
      The
      Company agrees to indemnify and hold harmless the Purchaser (and its directors,
      officers, managers, partners, members, shareholders, affiliates, agents,
      successors and assigns) from and against any and all losses, liabilities,
      deficiencies, costs, damages and expenses (including, without limitation,
      reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser
      as a result of any inaccuracy in or breach of the representations, warranties
      or
      covenants made by the Company herein. The Purchaser agrees to indemnify and
      hold
      harmless the Company and its directors, officers, affiliates, agents, successors
      and assigns from and against any and all losses, liabilities, deficiencies,
      costs, damages and expenses (including, without limitation, reasonable
      attorneys’ fees, charges and disbursements) incurred by the Company as result of
      any inaccuracy in or breach of the representations, warranties or covenants
      made
      by the Purchaser herein. The maximum aggregate liability of the Purchaser
      pursuant to its indemnification obligations under this Article V shall not
      exceed the aggregate purchase price for the Shares paid by the Purchaser
      hereunder. 

     

    Article
      VI

    Miscellaneous

     

    6.1    Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisors, counsel, accountants
      and
      other experts, if any, and all other expenses, incurred by such party incident
      to the negotiation, preparation, execution, delivery and performance of this
      Agreement. 

     

    6.2    Specific
      Enforcement, Consent to Jurisdiction.

     

    (a) The
      Company and the Purchaser acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement or the other
      Transaction Documents 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 or the Warrant 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.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    (b) Each
      of
      the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction
      of the United States District Court sitting in the Commonwealth of Massachusetts
      and the courts of the State of Massachusetts located in Middlesex County for
      the
      purposes of any suit, action or proceeding arising out of or relating to this
      Agreement or any of the other Transaction Documents or the transactions
      contemplated hereby or thereby and (ii) hereby waives, and agrees not to assert
      in any such suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction of such court, that the suit, action or proceeding
      is brought in an inconvenient forum or that the venue of the suit, action or
      proceeding is improper. Each of the Company and the Purchaser consents 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 ‎6.2
      shall affect or limit any right to serve process
      in
      any other manner permitted by law.

     

    6.3    Entire
      Agreement; Amendment.
      This
      Agreement and the Transaction Documents contain the entire understanding and
      agreement of the parties with respect to the matters covered hereby and, except
      as specifically set forth herein or in the Transaction Documents, neither the
      Company nor the Purchaser makes any representations, warranty, covenant or
      undertaking with respect to such matters and they supersede all prior
      understandings and agreements with respect to said subject matter, all of which
      are merged herein. No provision of this Agreement may be amended other than
      by a
      written instrument signed by the Company and the Purchaser, and no provision
      hereof may be waived other than by an a written instrument signed by the party
      against whom enforcement of any such waiver is sought. 

     

    6.4    Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telex (with correct answer back received), telecopy or facsimile
      at
      the address or number designated below (if delivered on a business day during
      normal business hours where such notice is to be received), or the first
      business day following such delivery (if delivered other than on a business
      day
      during normal business hours where such notice is to be received) or (b) on
      the
      second business day following the date of mailing by express courier service,
      fully prepaid, addressed to such address, or upon actual receipt of such
      mailing, whichever shall first occur. The addresses for such communications
      shall be:

     

    
      	If
              to the Company:	
              StatSure
                Diagnostic Systems, Inc.

            


    

    1881
      Worcester Rd, #200

    Framingham,
      MA 01701

    Attention:
      Chief Executive Officer 

    Tel.
      No.:
      (508) 872-2625 

    Fax
      No.:
      (508) 872-2728 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    
      	
            	with
              copies to:	
              Samuel
                M. Krieger, Esq. 

            


    

    Krieger
      & Prager LLP 

    39
      Broadway, Suite 920 

    New
      York,
      NY 10006 

    Tel:
      (212) 363-2900 

    Fax:
      (212) 363-2999

    


    
      	
            	If
              to the Purchaser:	
              Inverness
                Medical Innovations, Inc. 

            


    

    51
      Sawyer
      Road, Suite 200 

    Waltham,
      Massachusetts 02453 

    Attention:
      Legal Department 

    Facsimile:
      (781) 647-3939 

    


    
      	
            	with
              copies to:	
              William
                R. Kolb, Esq. 

            


    

    Foley
      Hoag LLP 

    155
      Seaport Boulevard 

    Boston,
      Massachusetts 02210

    Facsimile:
      (617) 832-7000

    


    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    6.5    Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provisions, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it
      thereafter.

     

    6.6    Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

     

    6.7    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. Without limiting the generality of the foregoing,
      the Purchaser may, at any time and from time to time, without any consent of
      or
      notice to the Company, assign all or any of its rights under this Agreement
      and
      under the Warrant to any one or more of the Purchaser’s affiliates (including,
      without limitation, to the Purchaser’s parent corporation or any subsidiary
      thereof) or to any one or more of its lenders (or to any one or more of the
      lenders of Purchaser’s parent corporation), and in connection therewith the
      Purchaser may also pledge any of the Shares, the Warrant and the Warrant Shares
      to any one or more of such lenders.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    6.8    No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    6.9    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the Commonwealth of Massachusetts, without giving effect to any of
      the
      conflicts of law principles which would result in the application of the
      substantive law of another jurisdiction. This Agreement shall not be interpreted
      or construed with any presumption against the party causing this Agreement
      to be
      drafted.

     

    6.10    Survival.
      The
      representations and warranties of the Company and the Purchaser shall survive
      the execution and delivery hereof and the Closing until the second anniversary
      of the Closing Date, except the agreements and covenants set forth in Articles
      I, III, IV, V and VI shall survive the execution and delivery hereof and the
      Closing hereunder.

     

    6.11    Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

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

     

    6.13    Severability.
      The
      provisions of this Agreement and the Transaction Documents are severable and,
      in
      the event that any court of competent jurisdiction shall determine that any
      one
      or more of the provisions or part of the provisions contained in this Agreement
      or the Transaction Documents shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not affect any other provision or part of a provision
      of
      this Agreement or the Transaction Documents and such provision shall be reformed
      and construed as if such invalid or illegal or unenforceable provision, or
      part
      of such provision, had never been contained herein, so that such provisions
      would be valid, legal and enforceable to the maximum extent
      possible.

     

    6.14    Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of the Purchaser or
      the
      Company, each of the Company and the Purchaser shall execute and deliver such
      instrument, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement, the Shares, the Warrant and the Warrant Shares.
      

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized officer as of
      the
      date first above written.

    
      	 	 	 
	 	STATSURE
              DIAGNOSTIC SYSTEMS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      	 	 	 
	 	IM
              US HOLDINGS,
              LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
         

      

      
        21