Impact Medical Solutions, Inc. - FORM 10-K - EX-10.1 - STOCK PURCHASE AGREEMENT

Attached files

file	filename
EX-3.2 - EXHIBITS - Impact Medical Solutions, Inc.	ex3_2.htm
EX-14.1 - EXHIBITS - Impact Medical Solutions, Inc.	ex14.htm
EX-32.2 - CERTIFICATION - Impact Medical Solutions, Inc.	ex32_2.htm
10-K - ITECH MEDICAL, INC. - Impact Medical Solutions, Inc.	itechmedical10k.htm
EX-31.1 - CERTIFICATION - Impact Medical Solutions, Inc.	ex31_1.htm
EX-32.1 - CERTIFICATION - Impact Medical Solutions, Inc.	ex32_1.htm
EX-31.2 - CERTIFICATION - Impact Medical Solutions, Inc.	ex31_2.htm
EX-3.1 - EXHIBITS - Impact Medical Solutions, Inc.	ex3_1.htm

Exhibit 10

Stock Purchase Agreement

Between

iTech Medical, Inc.and Revox Ventures, Ltd.

and First Amendement

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 19 2010 by and between iTech Medical, Inc., a Delaware corporation (the “Company”), and Revox Ventures Ltd. (the “Purchaser”), with reference to the following facts:

A. The Company seeks to raise additional capital through the sale of common stock and warrants (the “Offering”).

B. The Purchaser desires to participate in the Offering.

C. On the terms and subject to the conditions of this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities in the Offering.

NOW, THEREFORE, with reference to the foregoing facts, and in consideration of the mutual covenants and agreements hereinafter set forth, the parties to this Agreement agree as follows:

Agreement to Purchase and Sell.

Phase I

The Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the following (“Phase I”):

On the date of execution of this Agreement, for a purchase price equal to the sum of the purchase prices set forth in the Monthly Purchase Schedule for each calendar month commencing February 2010 through the calendar month in which this Agreement is dated: (a) a number of shares of Common Stock equal to the sum of such monthly purchase amounts divided by US$0.30 and (b) a number of Class F-1 Warrants equal to the number of shares purchased pursuant to subsection (a); and

On the first day of each calendar month commencing after the date of this Agreement through January 2011, for a purchase price equal to the monthly purchase amount for each such month on the Monthly Purchase Schedule: (a) a number of shares of Common Stock equal to such monthly purchase amount divided by the then applicable Phase I-A Price (if the purchase is in Phase I-A) or the then applicable Phase I-B Price (if the purchase is in Phase I-B); and (b) a number of Class F-1 Warrants (for issuances in Phase I-A) or Class F-2 Warrants (for issuances in Phase I-B) equal to the number of shares purchased pursuant to subsection (a).

Additional Phase I Warrants. Provided that the Purchaser has timely delivered the purchase price for each monthly purchase in Phase I (with two exceptions of no more than eight business days each), upon the last purchase under Phase I, the Company shall issue to the Purchaser 1,000,000 Class F-3 Warrants and 1,000,000 Class F-4 Warrants. If any monthly purchase amount during Phase I is not received within three business days of the date the monthly purchase amount is due, the Company agrees to notify the Purchaser in writing that the monthly purchase amount has not been received.

Phase II

Provided that the Purchaser has timely delivered the purchase price for each monthly purchase in Phase I (with two exceptions of no more than eight business days each), the Purchaser may elect to participate in the second phase of the purchase program (“Phase II”) by delivering the Phase II Election Notice, substantially in the form attached as Exhibit B to this Agreement, to the Company during the Phase II Election Period. The Company agrees to notify the Purchaser of the first day of the Phase II Election Period no later than 10 days following the commencement of the Phase II Election Period.

If the Purchaser properly elects to participate in Phase II, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on the first day of each calendar month for the period commencing with the first day of the calendar month immediately following the last day of the Phase II Election Period, for a purchase price equal to the monthly purchase amount for such month on the Monthly Purchase Schedule: (a) a number of shares of Common Stock equal to such monthly purchase amount divided by US$0.50 and (b) a number of Class G-1 Warrants equal to the number of shares purchased pursuant to subsection (a).

Additional Phase II Warrants. Provided that the Purchaser has timely delivered the purchase price for each monthly purchase in Phase II (with one exception of no more than eight business days), upon the last purchase under Phase II, the Company shall issue to the Purchaser 1,000,000 Class G-2 Warrants and 1,000,000 Class G-3 Warrants.

Adjustment to Numbers of Shares and Warrants. If the Company shall effect any stock split, reverse stock split or stock dividend of the Common Stock prior to the completion of Phase II, appropriate adjustment shall be made in the number of shares and warrants issued thereafter in Phase I and Phase II and the respective purchase and exercise prices of such shares and warrants.

Adjustments re Certain Future Issuances.

If during the Phase I-A Period, the Company issues Common Stock for cash for financing purposes, other than in an Excluded Offering, at a price per share (the “Phase I-A New Price”) less than the then applicable Phase I-A Price, and on the date of such issuance the Purchaser is in compliance with all of its purchase obligations under this Agreement:

the Company shall issue to the Purchaser a number of shares of Common Stock equal to: (i) the number of shares of Common Stock which the Company would have issued to the Purchaser in Phase I-A prior to that date had the per-share price been the Phase I-A New Price, less (ii) the number of shares actually issued to the Purchaser prior to such date in Phase I-A;

the Phase I-A New Price shall become the then applicable Phase I-A Price;

the exercise price of each of the Class F-1, Class F-2, Class F-3 and Class F-4 Warrants shall be reduced by the percentage by which the Phase I-A New Price is less than the then applicable Phase I-A Price; and

the sales price of the Common Stock to be issued in Phase I-B and Phase II, and the exercise prices of the Warrants to be issued in Phase I-B and Phase II, shall be reduced by the percentage by which the Phase I-A New Price is less than the then applicable Phase I-A Price.

By example, if during Phase I-A the Company has issued to the Purchaser 100,000 shares at US$0.30 per share for US$30,000, and then the Company issues during Phase I-A shares at US$0.20 per share other than in an Excluded Offering, the Company would issue an additional 50,000 shares to the Purchaser (US$30,000/US$0.20 = 150,000 shares, less 100,000 shares). In addition, the exercise price of the Class F-1 Warrants shall be reduced by 33 1/3% (US$0.30- US$0.20/US$0.30), or from US$0.40 per share to US$0.27 per share), and the sales prices of the Common Stock to be issued in Phase I-B and Phase II and the exercise prices of the Warrants to be issued in Phase I-B and Phase II shall be adjusted correspondingly.

If during the Phase I-B Period, the Company issues Common Stock for cash for financing purposes, other than in an Excluded Offering, at a price per share (the “Phase I-B New Price”) less than the then applicable Phase I-B Price, and on the date of such issuance the Purchaser is in compliance with all of its purchase obligations under this Agreement:

the Company shall issue to the Purchaser a number of shares of Common Stock equal to: (i) the number of shares of Common Stock which the Company would have issued to the Purchaser in Phase I-B prior to that date had the per-share price been the Phase I-B New Price, less (ii) the number of shares actually issued to the Purchaser prior to such date in Phase I-B;

the Phase I-B New Price shall become the then applicable Phase I-B Price;

the exercise price of each of the Class F-2, Class F-3 and Class F-4 Warrants shall be reduced by the percentage by which the Phase I-B New Price is less than the then applicable Phase I-B Price; and

the sales price of the Common Stock to be issued in Phase II, and the exercise prices of the Warrants to be issued in Phase II, shall be reduced by the percentage by which the Phase I-B New Price is less than the then applicable Phase I-B Price.

If during the Phase II Election Period or Phase II, the Company issues Common Stock for cash for financing purposes, other than in an Excluded Offering, at a price per share (the “Phase II New Price”) less than the then applicable Phase II Price, and during the Phase II Election Period the Purchaser has properly elected to participate in Phase II, and the Purchaser is in compliance with all of its purchase obligations under this Agreement:

the Company shall issue to the Purchaser a number of shares of Common Stock equal to: (i) the number of shares of Common Stock which the Company would have issued to the Purchaser in Phase II prior to that date had the per-share price been the Phase II New Price, less (ii) the number of shares actually issued to the Purchaser prior to such date in Phase II;

the Phase II New Price shall become the then applicable Phase II Price; and

the exercise price of the each of the Class G-1, Class G-2 and Class G-3 Warrants shall be reduced by the percentage by which the Phase II New Price is less than the then applicable Phase II Price.

Termination of Failure to Purchase. If the Purchaser fails to purchase the Securities on any purchase date as provided in this Section 1, and the Purchaser does not cure such breach by the close of the Company’s business on the eighth business day following written notice thereof from the Company to the Purchaser, the Company may terminate its obligation to issue additional Securities to the Purchaser by written notice to the Purchaser. Upon such termination by the Company, the Company shall have no further obligation to the Purchaser under Section 1 or Section 4 of this Agreement. However, such termination shall not relieve the Purchaser from liability for such breach occurring prior to such termination.

Rounding. All adjustments to the purchase price of the shares and exercise prices of the Warrants shall be rounded to the nearest whole cent (with one–half cent being rounded down).

Wire Transfer Failures. The Purchaser shall not be deemed late for the payment for the purchase of the Securities on any due date if the Purchaser can demonstrate to the reasonable satisfaction of the Company that: (a) no later than one banking day prior to such date, the Purchaser issued to its bank irrevocable wire transfer instructions to wire, on such due date, the full payment for such Securities in immediately available funds in the proper currency for payment, and (b) the Purchaser had sufficient available unrestricted funds to make such payment from such bank on the due date. Notwithstanding the foregoing, in no event shall the Company be obligated to issue any Securities unless and until the Company receives the payment for such Securities in accordance with this Agreement.

Representations of the Company. The Company represents and warrants to the Purchaser as follows:

Corporate Power. The Company has been duly incorporated and is validly existing and in good standing in the State of Delaware, and has all requisite legal and corporate power and authority to conduct its business as currently being conducted and to enter into, carry out and perform its obligations under the terms of this Agreement.

Authorization. This Agreement has been duly authorized on behalf of the Company by all necessary corporate action, has been duly executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms. All shares of Common Stock issued pursuant to this Agreement, including shares issued upon exercise of the Warrants, will be duly authorized, validly issued, fully paid and nonassessable.

SEC Filings. The Company’s Annual Report on Form 10-K for the year ended December 31, 2008, its Proxy Statement for its 2009 Annual Meeting of Shareholders, and its Quarterly Reports on Form 10-Q since January 1, 2009 (collectively, the “SEC Filings”) complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Filings, and none of the SEC Filings, at the time they were filed with the SEC, 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 made therein, in light of the circumstances under which they were made, not misleading. The financial statements included in the SEC Filings were prepared in all material respects in accordance with generally accepted accounting principles, consistently applied during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) 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 as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end adjustments).

Capitalization. The authorized capital stock of the Company consists of (a) 100,000,000 shares of Common Stock, of which, as of March 3, 2010 , (i) not more than 29,191,732 shares were issued and outstanding, (ii) 3,953,600 shares were reserved for issuance under the Company’s stock plans, and (iii) 14,365,464 shares were reserved for issuance upon exercise of outstanding warrants; and (iv) 241,343 shares were reserved for issuance upon exercise of convertible debt; and (b) 10,000,000 shares of Preferred Stock, of which no shares were outstanding.

No Conflict. The execution, delivery and performance of and compliance with this Agreement and the issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, the Certificate of Incorporation or Bylaws of the Company, and will not result in any violation of, or conflict with, or constitute a default under, any agreements to which the Company is a party or by which it is bound, or any statute, rule or regulation, or any decree of any court or governmental agency or body having jurisdiction over the Company, except for such violations, conflicts, or defaults which would not individually or in the aggregate, have a material adverse effect on the business, assets, properties, financial condition or results of operations of the Company.

Representations of the Purchaser. The Purchaser represents that one or both of 3.1 and 3.2 below are true and correct [initial each that is correct]:

Section 3.1 is correct: _______

Section 3.2 is correct: _______

Regulation S Representations

The Purchaser understands and acknowledges that (a) the Securities have not been registered under the Securities Act, and are being sold in reliance upon an exemption from registration afforded by Regulation S; (b) pursuant to the requirements of Regulation S, the Securities may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the Securities Act, or pursuant to an available exemption hereunder; and (c) the Company is under no obligation to register the Securities under the Securities Act, or to take any action to make any exemption from any such registration provisions available.

The Purchaser is not a “U.S. Person” (as such term is defined in Regulation S) and is not acquiring the Securities for the account of any U.S. Person; if the Purchaser is an entity, no director, executive officer, partner or manager of the Purchaser is a national or citizen of the United States;

If an entity, the Purchaser was not formed specifically for the purpose of acquiring the Securities purchased pursuant to this Agreement.

The Purchaser is purchasing the Securities for its own account and risk and not for the account or benefit of a U.S. Person and no other person has any interest in or participation in the Securities or any right, option, security interest, pledge or other interest in or to the Securities. The Purchaser understands, acknowledges and agrees that it must bear the economic risk of its investment in the Securities for an indefinite period of time and that prior to any such offer or sale, the Company may require, as a condition to effecting a transfer of the Securities, an opinion of counsel, acceptable to the Company, as to the registration or exemption therefrom under the Securities Act;

The Purchaser will, after the expiration of the Restricted Period, as set forth under Regulation S Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise transfer the Securities only in accordance with Regulation S, or pursuant to an available exemption under the Securities Act. The transactions contemplated by this Agreement have neither been pre-arranged with a purchaser who is in the United States or who is a U.S. Person, nor are they part of a plan or scheme to evade the registration provisions of the United States federal securities laws.

The offer leading to the sale evidenced hereby was made in an “offshore transaction.” For purposes of Regulation S, the Purchaser understands that an “offshore transaction” as defined under Regulation S is any offer or sale not made to a person in the United States and either (A) at the time the buy order is originated, the purchaser is outside the United States, or the seller or any person acting on his behalf reasonably believes that the purchaser is outside the United States; or (B) for purposes of (1) Rule 903 of Regulation S, the transaction is executed in, or on or through a physical trading floor of an established foreign exchange that is located outside the United States, or (2) Rule 904 of Regulation S, the transaction is executed in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the U.S.

Neither the Purchaser nor any Person acting on the Purchaser’s behalf, has made or is aware of any “directed selling efforts” in the United States, which is defined in Regulation S to be any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares.

The Purchaser understands that the Company is the seller of the Securities, and that, for purpose of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities offered or sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. The Purchaser agrees that it will not, during the Restricted Period set forth under Rule 903 (b)(iii)(A), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. Person.

Regulation D

The Purchaser understands and acknowledges that (a) the Securities being offered and sold to it hereunder are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (b) the Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (c) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to such reliance.

The Purchaser is acquiring the Securities for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities, or any part thereof or interest therein, without prejudice, however, to Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable United States securities laws.

The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the Securities, and has so evaluated the merits and risks of such investment; the Purchaser understands that an investment in the Securities involves a “high degree” of risk; among other things, the Purchaser has reviewed the “Risk Factors” applicable to an investment in the Company as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008;

The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

The Purchaser acknowledges that it has been afforded (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Securities and the merits and risks of investing in the Securities; (b) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (c) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and to verify the accuracy and completeness of the information that it has received about the Company.

The Purchaser acknowledges that the Securities will bear a legend or legends in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Right of First Refusal.

The Company agrees that it shall not issue Equity Securities during the Right of First Refusal Period unless it first offers (the “Offer”) to issue and sell such Equity Securities (“Offered Securities”) to the Purchaser in accordance with this Section 4, provided, however, that the Company shall have no obligation to make such offer: (a) if the Purchaser is in breach or default in any of its purchase obligations under this Agreement at the date the Company offers such Equity Securities to a third party; or (b) in connection with the issuance of Equity Securities in an Exempt Offering or an Excluded Offering.

Each Offer shall: (a) be in writing; (b) shall remain open for 20 days from the date of transmittal; (c) shall state its exact termination date; (d) shall state the price and all of the material terms and conditions of the proposed issuance and sale of the Offered Securities; and (e) shall make reference to this Section 4. The Purchaser may accept the Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of Offered Securities the Purchaser agrees to purchase. If there is more than one type of Offered Security in the Offer, the Purchaser must purchase all such types of Offered Securities (e.g., if the Offer is of units consisting of Common Stock and warrants, the Purchaser must agree to purchase units, not just Common Stock or warrants).

If the Purchaser does not accept the Offer, the Company shall be free for a period of 90 days after the termination of the Offer Period to issue and sell the Offered Securities (or portion not purchased by the Purchaser) at the same or higher price and upon the other material terms and conditions specified in such Offer.

If during the Right of First Refusal Period the Company proposes to issue Equity Securities for cash in a public offering registered with the SEC under the Securities Act or with the securities regulatory authority of another jurisdiction (the “Subject Public Offering”), the Company shall first offer (the “PO Offer”) to issue and sell up to 50% of such Equity Securities (the “PO Securities”) to the Purchaser. Each such PO Offer shall: (a) be in writing; (b) remain open for 20 days from the date of transmittal; (c) state its exact termination date; (d) state the anticipated price of the Equity Securities in the public offering; and (e) make reference to this Section 4.5. The Purchaser may accept the PO Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of PO Securities the Purchaser agrees to purchase, which may not exceed 50% of the total number of PO Securities to be offered in the public offering. Notwithstanding the foregoing, the Company shall have no obligation to offer the PO Securities to the Purchaser if on the date the Company enters into a letter of intent with an underwriter relating to the public offering, or on the date the Board of Directors of the Company authorizes the officers of the Company to proceed with or prepare for a public offering, the Purchaser is in breach of any of its purchase obligations under this Agreement. If during the Right of First Refusal Period the Company subsequently issues and sells Equity Securities for cash the Subject Public Offering at a price per Equity Security lower than the price at which the Purchaser purchased such Equity Securities, the Company shall issue to Purchaser a number of Equity Securities equal to: (i) the number of Equity Securities which the Company would have issued to the Purchaser in connection with such PO Offer the per-Equity Security price been the public offering price in the Subject Public Offering, less (ii) the number of Equity Securities actually issued to the Purchaser in connection with the PO Offer.

If during the Right of First Refusal Period the Company issues Equity Securities for cash to a Person (the “Strategic Investor”) who in connection with such issuance has entered or will enter into a joint venture, partnership, licensing, distribution or similar strategic agreement with the Company, the Company shall offer (the “SP Offer”) to issue and sell an equal amount of such Equity Securities (the “SP Securities”) to the Purchaser on the same terms and conditions as the Company issued and sold such Equity Securities to Strategic Investor (excluding the terms and conditions relating to the joint venture, partnership, licensing, distribution or similar strategic agreement). Each such SP Offer shall: (a) be in writing; (b) remain open for 20 days from the date of transmittal; (c) state its exact termination date; (d) state the price and all of the material terms and conditions of the proposed issuance and sale of the SP Securities; and (e) make reference to this Section 4.6. The Purchaser may accept the SP Offer only by delivery of written notice of acceptance to the Company prior to the termination date of the Offer. The notice of acceptance shall set forth the number of PO Securities the Purchaser agrees to purchase. Notwithstanding the foregoing, the Company shall have no obligation to offer the SP Securities to the Purchaser if on the date the Company issues the Equity Securities to the Strategic Investor, the Purchaser is in breach of any of its purchase obligations under this Agreement.

In connection with any issuance of Equity Securities to Purchaser under this Section 4, Purchaser must be willing to make the representations and agreements under Section 3 of this Agreement and such representations must be true and correct. The Company shall not be obligated to register the issuance and sale of any Equity Securities to Purchaser under this Section 4 under the Securities Act or a similar of any other jurisdiction, and the Company shall not be obligated to issue such Equity Securities if, despite the good faith efforts of the Company, there is no exemption from such registration available for such issuance.

The closing of the purchase and sale of the Offered Securities, PO Securities or SP Securities under this Section 4 shall take place at the principal offices of the Company on a business day selected by the Company. At the Closing, the Purchaser shall pay for the Offered Securities, PO Securities or SP Securities by certified or cashier’s check or by wire transfer of immediately available funds.

Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

“Class F-1 Warrants” shall mean Warrants with an initial exercise price of US$0.40 per share and an expiration date of June 30, 2013.

“Class F-2 Warrants” shall mean Warrants with an initial exercise price of US$0.60 per share and an expiration date of June 30, 2013.

“Class F-3 Warrants” shall mean Warrants with an initial exercise price of US$0.75 per share and an expiration date of December 31, 2013.

“Class F-4 Warrants” shall mean Warrants with an initial exercise price of US$0.80 per share and an expiration date of December 31, 2013.

“Class G-1 Warrants” shall mean Warrants with an initial exercise price of US$0.60 per share and an expiration date of August 30, 2014.

“Class G-2 Warrants” shall mean Warrants with an initial exercise price of US$0.75 per share and an expiration date of August 30, 2014.

“Class G-3 Warrants” shall mean Warrants with an initial exercise price of US$0.80 per share and an expiration date of August 30, 2014.

“Common Stock” shall mean the common stock, par value US$.0001 per share, of the Company.

“Equity Securities” shall mean, with respect to the Company, capital stock of the Company or warrants and to purchase capital stock of the Company, and securities convertible into capital stock of the Company other than options provided by the Company’s stock option plan

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time (or any successor statute in effect from time to time).

“Excluded Offering” shall mean: (i) the issuance of Common Stock pursuant to options, warrants or convertible securities outstanding on the date of this Agreement; and (ii) the sale of Common Stock upon the exercise of options or warrants issued after the date of this Agreement principally for compensatory purposes.

“Exempt Offering” shall mean the issuance of Equity Securities by the Company: (i) for compensatory purposes (e.g., to officers, directors, employees or consultants providing services to the Company); (ii) for consideration other than cash or notes; (iii) provided that the Company has complied with its obligations under Section 4.4 of this Agreement, in a public offering registered with the SEC under the Securities Act or with the securities regulatory authority of another jurisdiction; (iv) to a Person who in connection with such issuance has entered or will enter into a joint venture, partnership, licensing, distribution or similar strategic agreement with the Company; (v) as additional consideration for a loan from a commercial bank or other institutional lender; and (vi) in the Offering.

“Monthly Purchase Schedule” shall mean the schedule attached as Exhibit A to this Agreement.

“Person” shall mean any individual, corporation, partnership, limited liability company or other entity.

“Phase I” shall mean the purchases and sales occurring during 2010 and 2011, as provided in the Monthly Purchase Schedule and Section 1.1 of this Agreement.

“Phase I-A” shall mean purchases and sales of Securities at a price initially set at US$0.30 per share as set forth in the Monthly Purchase Schedule.

“Phase I-A Period” shall mean the period commencing on the date of this Agreement and terminating September 1, 2010.

“Phase I-A Price” shall initially mean the per-share price at which the Company issues Securities in Phase I, which shall initially be US$0.30 per share and shall be adjusted down from time to time as contemplated in Section 1.5 and 1.6 of this Agreement.

“Phase II” shall mean the purchases and sales of Securities occurring during the period contemplated as Phase II by the Monthly Purchase Schedule.

“Phase I-B” shall mean purchases and sales of Securities at a price initially set at US$0.50 per share as set forth in the Monthly Purchase Schedule.

“Phase I-B Period” shall mean the period commencing September 2, 2010 and terminating February 1, 2011.

“Phase I-B Price” shall initially mean the per-share price at which the Company issues Securities in Phase I-B, which shall initially be US$0.50 per share and shall be adjusted down from time to time as contemplated in Section 1.5 and 1.6 of this Agreement.

“Phase II Election Period” shall mean the period commencing upon the date the Company files with the United States Food and Drug Administration its 510(k) Application covering muscle pattern recognition and terminating at 5:00 P.M. E.S.T. on the 60th day thereafter.

“Phase II Price” shall initially mean the per-share price at which the Company issues Securities in Phase II, which shall initially be US$0.50 per share and shall be adjusted down from time to time as contemplated in Section 1.5 and 1.6 of this Agreement.

“Preferred Stock” shall mean the Preferred Stock of the Company.

“Regulation D” shall mean Regulation D promulgated by the SEC under the Securities Act.

“Regulation S” shall mean Regulation Ss promulgated by the SEC under the Securities Act.

“Right of First Refusal Period” shall mean the period commencing the date of this Agreement and terminating on the earlier to occur of the last day of Phase II and December 31, 2011.

“SEC” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Securities” shall mean the shares of Common Stock and Warrants issued by the Company pursuant to this Agreement and the shares of Common Stock issued upon exercise of the Warrants.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder.

“Warrants” shall means warrants to purchase Common Stock, which Warrants shall be in the form attached as Exhibit C to this Agreement, appropriately completed with the applicable class designation, exercise price and expiration date.

Miscellaneous

Notices. All notices, requests, demands and other communications (collectively, “Notices”) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email transmission or by first class, registered or certified mail, postage prepaid, addressed to the party at the address set forth on the signature page of this Agreement. Any Notice, other than a Notice sent by registered or certified mail or facsimile transmission, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails (or on the seventh day if sent to or from an address outside the United States); a Notice sent by facsimile transmission shall be effective when transmitted so long as the transmitting machine has provided electronic confirmation of such transmission. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein.

Arbitration. In the event of any controversy, breach or dispute arising out of this Agreement, or relating to the interpretation of any term or provision of this Agreement, the parties shall meet and endeavor to resolve in good faith any such controversy or dispute. If the parties are unable to resolve such controversy or dispute within 30 days, then such controversy or dispute shall be heard in the Netherlands by a single arbitrator who shall be appointed by and conduct the arbitration in accordance with the rules of, the Netherlands Arbitration Institute. The arbitrator shall decide all issues of fact and law and issue all legal and equitable relief appropriate under the circumstances. The arbitrator shall apply Dutch law. Each party shall bear its own costs including attorney’s fees which costs shall not be recoverable in the arbitration unless the arbitrator decides otherwise. The arbitrator’s decision shall be final and binding.

Successors. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs and personal representatives.

Assignment. No party may assign this Agreement, and any attempted or purported assignment or any delegation of any party’s duties or obligations arising under this Agreement to any third party or entity shall be deemed to be null and void, and shall constitute a material breach by such party of its duties and obligations under this Agreement.

Waiver and Amendment. No provision of this Agreement may be waived unless in writing signed by all the parties to this Agreement, and waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision. This Agreement may be amended only by a written agreement executed by all of the parties to this Agreement.

Governing Law. This Agreement has been made and entered into in the country of the Netherlands and shall be construed in accordance with the laws of the Netherlands without giving effect to the principles of conflicts of law thereof.

Captions. The various captions of this Agreement are for reference only and shall not be considered or referred to in resolving questions of interpretation of this Agreement.

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

Currency Determination. Currency amounts in this Agreement are in United States dollars or Euros.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first above written.

ITECH MEDICAL, INC.

1701117011 Beach Blvd., Suite 900

Huntington Beach, CA 92647

By:

Wayne D. Cockburn, Chief Executive Officer

Fax: (866) 253-4111

E-mail: Wayne.Cockburn@itechmedical.com

PURCHASER

Revox Ventures Ltd.

By:

Name:

Fax:

EXHIBIT A

Monthly Purchase Schedule

Month/ Year	Number Of Shares	Price Per Share ($US)	Total Purchase Price (Euros)	Total Purchase ($US)	Price Per Share ($US)	Total Purchase Price (Euros)	Total Purchase ($US)
Feb-10	450,000	US$0.30	€ 89,951	US$135,000		-	-
Mar-10	383,332	US$0.30	€ 76,625	US$115,000		-	-
Apr-10	450,000	US$0.30	€ 89,951	US$135,000		-	-
May-10	616,666	US$0.30	€ 123,266	US$185,000		-	-
Jun-10	800,000	US$0.30	€ 159,912	US$240,000		-	-
Jul-10	866,666	US$0.30	€ 173,238	US$260,000		-	-
Aug-10	663,336	US$0.30	€ 86,619	US$130,000	US$0.50	€ 76,625	US$115,000
Sep-10	440,000		-		US$0.50	€ 146,586	US$220,000
Oct-10	350,000		-		US$0.50	€ 116,603	US$175,000
Nov-10	320,000		-		US$0.50	€ 106,608	US$160,000
Dec-10	320,000		-		US$0.50	€ 106,608	US$160,000
Jan-11	340,000		-		US$0.50	€ 113,271	US$170,000

Month*	Total Purchase Price (Euros)	Number Of Shares
1	111,050 €	333,334
2	111,050 €	333,333
3	111,050 €	333,333
4	111,050 €	333,333
5	111,050 €	333,333
6	111,050 €	333,334

*Month 1 is the first day of the calendar month following the last day of the Phase II Election Period.

EXHIBIT B

Form of Election Notice

iTech Medical, Inc.

17011 Beach Blvd.

Suite 900

Huntington Beach, CA 92647

U.S.A.

Gentlemen:

Reference is made to that certain Stock Purchase Agreement (the “Agreement”) between iTech Medical, Inc. (the “Company”) and the undersigned pursuant to which the undersigned agreed to purchase shares of Common Stock and Warrants of the Company. Capitalized terms used in this letter have the meanings ascribed to them in the Agreement.

As contemplated by Section 1.3 of the Agreement, the undersigned hereby elects to participate in Phase II.

Very truly yours,

Purchaser

Date:

EXHIBIT C

Form of Warrant

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION.

____________, 2010 ___________ Series __ Warrants

ITECH MEDICAL, INC.

SERIES __WARRANT CERTIFICATE

This certifies that for value received, _______________, or registered assigns (“Holder”), is the holder of the number of Series______ Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company at the price of U.S. US$____ per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

. Expiration of Warrants. The Warrants shall expire on _______________.

. Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

If less than all of the Warrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrants not so exercised will be issued to the Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Notwithstanding anything to the contrary contained herein, the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the reasonable good faith satisfaction of the Company and its counsel and the representations and warranties of Holder made in the Exercise Notice shall be true and correct.

Adjustments upon Recapitalizations.

In the event that the Company shall at any time hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of shares of Common Stock it would have owned immediately following such action if it had exercised the Warrants immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in the number of shares.

In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 0 hereof or a change which solely affects the par value of such shares) or in the case of any merger, consolidation or reorganization in which holders of the Common Stock receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, thereafter the Holder shall receive, upon exercise of each Warrant, for the same Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property the Holder would have received had the Holder exercised such Warrant immediately prior to such event. The provisions of this Section 0 shall similarly apply to successive reclassifications, mergers, consolidations and other reorganizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

The existence of the Warrants shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

. Rights As Stockholder. Holder shall have no rights, privileges, duties, or obligations whatsoever as shareholder of the Company, including the right to vote, receive dividends, consent, or receive notices as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter until such time as Holder duly exercises the Warrants in accordance with Section 0 hereof.

. Transfer of Warrants. Holder agrees not to sell, assign, transfer, pledge, grant a security interest in, or otherwise dispose of, with or without consideration (“Transfer”), the Warrants except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act.

Fractional Shares. No fractional shares of Common Stock shall be issued upon exercise of the Warrants. In lieu of such fractional shares, the Company shall make a cash payment therefor based on the fair market value of the Common Stock on the date of exercise as determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at or about the same time by the same Holder, the number of full shares of Common Stock issuable upon exercise shall be computed on the basis of the aggregate number of Warrants exercised.

. General Provisions.

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be given to the parties hereto as follows: If to the Company, to the Chief Executive Officer at the principal executive offices of the Company and, if to Holder, to Holder at the address set forth on the books and records of the Company. Either party may change its address for notices by notice in the manner set forth herein. Any such notice, request, demand or other communication shall be effective (a) if given by mail, five days after such communication is deposited in the mail by first-class certified mail, return receipt requested, postage prepaid, addressed as aforesaid, or (b) if given by any other means, when delivered at the address specified in this Section 0.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrants, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants, if mutilated, the Company will make and deliver a new warrant of like tenor and dated as of such cancellation, in lieu of the Warrants.

Miscellaneous. Titles and captions contained herein are inserted for convenience of reference only and do not constitute a part hereof for any other purpose. Except as specifically provided herein, neither the Warrants nor any right pursuant hereto or interest herein shall be assignable by any of the parties hereto without the prior written consent of the other party hereto.

Entire Warrant. This Certificate and the exhibits hereto constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto.

Severability. The invalidity or unenforceability of any provision of the Warrants in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of the Warrants, which shall remain in full force and effect.

Dispute Resolution. In the event of any dispute arising out of or relating to the Warrants, then such dispute shall be resolved solely and exclusively by confidential binding arbitration with the Orange, California branch of JAMS (“JAMS”) to be governed by JAMS’ Commercial Rules of Arbitration in effect at the time the arbitration commences (the “JAMS Rules”) and heard before one arbitrator. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs incurred in connection with any arbitration.

N WITNESS WHEREOF, this Series __ Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________

EXHIBIT “A”

NOTICE OF EXERCISE

(to be signed only upon exercise of the warrants)

To: ITECH MEDICAL, INC.

The undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of iTech Medical, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the enclosed Series __ Warrant Certificate (the “Certificate”). The undersigned tenders herewith payment of the exercise price pursuant to the terms of the Certificate.

The undersigned hereby represents and warrants to, and agrees with, the Company as follows:

The undersigned is acquiring the Warrant Shares for the undersigned’s own account, for investment purposes only.

The undersigned understands that an investment in the Warrant Shares involves a high degree of risk, and the undersigned has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. The undersigned has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment.

The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting the undersigned’s own interest in connection with this transaction.

The undersigned understands that the issuance of the Warrant Shares has not been and will not be registered under the Securities Act or under any state securities laws. The undersigned is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on sale, transfer, pledge and assignment (“Transfer”) placed on the Warrant Shares may result in the undersigned being required to hold the Warrant Shares for an indefinite period of time.

The undersigned believes that it has received all the information it considers necessary or appropriate for deciding whether to invest in the Warrant Shares, and the undersigned has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.

The undersigned agrees not to Transfer any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish it with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act.

Each certificate evidencing the Warrant Shares will bear either the following legend or a similar legend:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION.”

Number of Warrants Exercised: _____________

Amount Funded: US$_____________

Dated:

[Name]

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

BETWEEN ITECH MEDICAL, INC.

AND

REVOX VENTURES LIMITED

This Amendment to the Stock Purchase Agreement, dated the _____ of March, 2010, is entered into between ITECH MEDICAL, INC., of the first part (the “Corporation”) and REVOX VENTURES LIMITED, of the second part (“Revox”).

RECITALS

WHEREAS, the Corporation and Revox entered into a Stock Purchase Agreement (the “Agreement”) dated March 10, 2010; and

WHEREAS, the Corporation and Revox have agreed to amend the Agreement;

NOW THEREFORE, the Corporation and Revox hereby stipulate and agree that the Agreement should be amended and clarified as follows:

Paragraph 1.1 of the Agreement is hereby amended to read as follows:

Agreement to Purchase and Sell.

Phase I. The Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the following (“Phase I”):

On the date of execution of this Agreement, for a purchase price equal to the sum of the purchase prices set forth in the Monthly Purchase Schedule for each calendar month commencing April 2010 through the calendar month in which this Agreement is dated: (a) a number of shares of Common Stock equal to the sum of such monthly purchase amounts divided by US$0.30 and (b) a number of Class F-1 Warrants equal to the number of shares purchased pursuant to subsection (a); and

On the first day of each calendar month commencing after the date of this Agreement through March 2011, for a purchase price equal to the monthly purchase amount for each such month on the Monthly Purchase Schedule: (a) a number of shares of Common Stock equal to such monthly purchase amount divided by the then applicable Phase I-A Price (if the purchase is in Phase I-A) or the then applicable Phase I-B Price (if the purchase is in Phase I-B); and (b) a number of Class F-1 Warrants (for issuances in Phase I-A) or Class F-2 Warrants (for issuances in Phase I-B) equal to the number of shares purchased pursuant to subsection (a).

Paragraph 5, Definitions, of the Agreement is hereby amended to read as follows:

Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

“Class F-1 Warrants” shall mean Warrants with an initial exercise price of US$0.40 per share and an expiration date of August 31, 2013.

“Class F-2 Warrants” shall mean Warrants with an initial exercise price of US$0.60 per share and an expiration date of August 31, 2013.

“Class F-3 Warrants” shall mean Warrants with an initial exercise price of US$0.75 per share and an expiration date of February 28, 2014.

“Class F-4 Warrants” shall mean Warrants with an initial exercise price of US$0.80 per share and an expiration date of February 28, 2014.

“Class G-1 Warrants” shall mean Warrants with an initial exercise price of US$0.60 per share and an expiration date of October 31, 2014.

“Class G-2 Warrants” shall mean Warrants with an initial exercise price of US$0.75 per share and an expiration date of October 31, 2014.

“Class G-3 Warrants” shall mean Warrants with an initial exercise price of US$0.80 per share and an expiration date of October 31, 2014.

“Phase I-A Period” shall mean the period commencing on the date of this Agreement and terminating November 1, 2010.

“Phase I-B Period” shall mean the period commencing November 2, 2010 and terminating April 1, 2011.

Exhibit ‘A’ of the Agreement is hereby amended to read as follows:

[THIS AREA HAS BEEN LEFT INTENTIONALLY BLANK.]

EXHIBIT A-1

Monthly Purchase Schedule

Month/ Year	Number Of Shares	Price Per Share (US$)	Total Purchase Price (Euros)	Total Purchase (US$)	Price Per Share (US$)	Total Purchase Price (Euros)	Total Purchase (US$)
Apr-10	680,000	US$0.30	€ 135,905	US$204,000		-	-
May-10	593,333	US$0.30	€ 118,581	US$178,000		-	-
Jun-10	523,333	US$0.30	€ 104,589	US$157,000		-	-
Jul-10	560,000	US$0.30	€ 111,918	US$168,000		-	-
Aug-10	683,334	US$0.30	€ 136,572	US$205,000		-	-
Sep-10	773,333	US$0.30	€ 154,561	US$232,000		-	-
Oct-10	508,667	US$0.30	€ 37,293	US$56,000	US$0.50	€ 107,254	US$161,000
Nov-10	458,000		-		US$0.50	€ 152,562	US$229,000
Dec-10	338,000		-		US$0.50	€ 112,585	US$169,000
Jan-11	274,000		-		US$0.50	€ 91,263	US$137,000
Feb-11	272,000		-		US$0.50	€ 90,595	US$136,000
Mar-11	336,000		-		US$0.50	€ 111,917	US$168,000

Month*	Total Purchase Price (Euros)	Total Purchase Price (US$)	Number Of Shares
1	111,050 €	US$166,666	333,334
2	111,050 €	US$166,666	333,333
3	111,050 €	US$166,667	333,333
4	111,050 €	US$166,667	333,333
5	111,050 €	US$166,667	333,333
6	111,050 €	US$166,667	333,334

*Month 1 is the first day of the calendar month following the last day of the Phase II Election Period.

EXHIBIT A-2

Summary of Shares and Warrants Purchased

As Described	Quantity	Quantity	Exercise
in the Agreement	Shares	Warrants	Price	Investment

Phase I-A - Shares	4,000,000		$0.30	$ 1,200,000
F-1 Warrants		4,000,000	$0.40

Phase I-B Shares	2,000,000		$0.50	$ 1,000,000
F-2 Warrants		2,000,000	$0.60
F-3 Warrants		1,000,000	$0.75
F-4 Warrants		1,000,000	$0.80

Total	6,000,000	8,000,000		$ 2,200,000


Phase II Shares	2,000,000		$0.50	$ 1,000,000
G-1 Warrants		2,000,000	$0.40
G-2 Warrants		1,000,000	$0.75
G-3 Warrants		1,000,000	$0.80

Total	2,000,000	4,000,000		$ 1,000,000

IN WITNESS WHEREOF THE CORPORATION AND REVOX HAVE EXECUTED THIS AGREEMENT AND RELEASE.

ITECH MEDICAL, INC.

By:

Name: Wayne Cockburn

Title: CEO

REVOX VENTURES LIMITED

By:

Name:

Title:

Exhibit 10

Form of Series A Warrant

_______________ ____________ Series A Warrants

ITECH MEDICAL, INC.

SERIES A WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series A Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.50 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on June 30, 2011.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

Rights As Stockholder. Holder shall have no rights, privileges, duties, or obligations whatsoever as shareholder of the Company, including the right to vote, receive dividends, consent, or receive notices as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter until such time as Holder duly exercises the Warrants in accordance with Section 0 hereof.

Transfer of Warrants. Holder agrees not to sell, assign, transfer, pledge, grant a security interest in, or otherwise dispose of, with or without consideration (“Transfer”), the Warrants except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish the Company with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series A Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series B Warrant

_______________ ____________ Series B Warrants

ITECH MEDICAL, INC.

SERIES B WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series B Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $1.00 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on December 31, 2011.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series B Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series C Warrant

_______________ ____________ Series C Warrants

ITECH MEDICAL, INC.

SERIES C WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series C Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $1.25 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on September 1, 2012.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series C Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series E Warrant

_______________ ____________ Series E Warrants

ITECH MEDICAL, INC.

SERIES E WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series E Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.30 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on December 31, 2012.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series C Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series F1 Warrant

_______________ ____________ Series F1Warrants

ITECH MEDICAL, INC.

SERIES F1 WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series F1 Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.40 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on August 31, 2013.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series F1 Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series F2 Warrant

_______________ ____________ Series F2Warrants

ITECH MEDICAL, INC.

SERIES F2 WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series F2 Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.60 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on August 31, 2013.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series F2 Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series F3 Warrant

_______________ ____________ Series F3Warrants

ITECH MEDICAL, INC.

SERIES F3 WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series F3 Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.75 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on February 28, 2014.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

. Fractional Shares. No fractional shares of Common Stock shall be issued upon exercise of the Warrants. In lieu of such fractional shares, the Company shall make a cash payment therefor based on the fair market value of the Common Stock on the date of exercise as determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at or about the same time by the same Holder, the number of full shares of Common Stock issuable upon exercise shall be computed on the basis of the aggregate number of Warrants exercised.

. General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series F3 Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Form of Series F4 Warrant

_______________ ____________ Series F4Warrants

ITECH MEDICAL, INC.

SERIES F4 WARRANT CERTIFICATE

This certifies that for value received, ___________________, or registered assigns (“Holder”), is the holder of the number of Series F4 Warrants (“Warrants”) of iTech Medical, Inc., a Delaware corporation (the “Company”), set forth above. Each Warrant entitles Holder to purchase one share, subject to adjustment pursuant to Section 0 hereof (each a “Warrant Share”), of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at the price of U.S. $0.80 per share of Common Stock (as adjusted from time to time pursuant to Section 0 hereof) (the “Exercise Price”).

Expiration of Warrants. The Warrants shall expire on February 28, 2014.

Exercise of Warrants.

The Holder may exercise the Warrants only by delivery to the Company of:

written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and

payment of the Exercise Price of the Warrant Shares in cash or by check.

Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares.

Adjustments upon Recapitalizations.

The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0.

. General Provisions.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof.

IN WITNESS WHEREOF, this Series F4 Warrant Certificate has been executed as of the date first above written.

	ITECH MEDICAL, INC.
	By: __________________________ Date: __________________________

Exhibit 10

Director Indemnification Agreement

This Indemnification Agreement ("Agreement") is made as of this _____ day of ______, by and between Impact Medical Solutions, Inc., a Nevada corporation (the "Company"), and ______________________ ("Indemnitee").

RECITALS

A. The Company and Indemnitee recognize that the vagaries of public policy and the interpretation of ambiguous statutes, regulations and court opinions are too uncertain to provide the Company's officers, directors, employees and other agents with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties in good faith for the Company.

B. The Company and Indemnitee recognize that the cost of defending against lawsuits resulting from the performance of their duties in good faith for the Company, whether or not meritorious, is typically beyond the financial resources of most officers, directors, employees and other agents of the Company.

C. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risk at the same time that the availability and coverage of liability insurance has been severely limited.

D. The Company and the Indemnitee recognize that the legal risks and potential liabilities, and the very threat thereof, associated with lawsuits filed against the officers, directors, employees and other agents of the Company, and the resultant substantial time, expense, harassment, ridicule, abuse and anxiety spent and endured in defending against such lawsuits bears no reasonable or logical relationship to the amount of compensation received by the Company's officers and directors, and thus poses a significant deterrent to and results in increased reluctance on the part of experienced and capable individuals to serve as officers or directors of the Company.

E. In order to induce and encourage highly experienced and capable persons such as Indemnitee to serve as officers and/or directors of the Company and to otherwise promote the desirable end that such persons will resist what they consider unjustifiable lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, secure in the knowledge that certain expenses, costs and liabilities incurred by them in their defense of such litigation will be borne by the Company and that they will receive the maximum protection against such risks and liabilities as may be afforded by law, the Board of Directors of the Company (the "Board") has determined, after due consideration and investigation of the terms and provisions of this Agreement and the various other options available to the Company and Indemnitee in lieu hereof, that the following Agreement is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company and the Company's shareholders.

F. The Company desires to have Indemnitee serve or continue to serve as an officer and/or director of the Company, as the case may be, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of his acting in good faith in the performance of his duty to the Company; and Indemnitee desires to serve or continue to serve as an officer or director of the Company; provided, and on the express condition, that he is furnished with the indemnity set forth hereinafter.

G. The Company and Indemnitee desire that the indemnification rights provided by this Agreement shall be supplemental to, and shall not supersede or replace, any indemnification rights which may be provided by other sources, including without limitation any indemnification which may be provided by the Company pursuant to its bylaws, by contract or by applicable law.

AGREEMENT

The Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, "Action") (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent (collectively, "Agent") of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an Agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee in connection with such Action if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interest of the Company or subsidiary (as applicable) and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interest of the Company, or with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful.

(b) Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Company or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an Agent, or by reason of the fact that Indemnitee is or was serving at the request of the Company as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit in such circumstances and to the extent that indemnity is not expressly prohibited by Section 317 of the California General Corporation Law as to the indemnification by a corporation of its agents: (i) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its shareholders; or (ii) to the extent that the action or contemplated action seeks monetary damages for breach of Indemnitee's duties to the Company and its shareholders, provided that no indemnification shall be made for any acts or omissions or transactions for which a director may not be relieved of liability pursuant to the exception to Section 204(a)(10) of the California General Corporation Law. For purposes of this Section l(b), indemnification shall include, to the extent not prohibited by law, indemnification against all judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Action.

(c) Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Action referred to in subsection (a) or (b) of this Section 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection therewith.

2. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. The Company shall advance all reasonable expenses actually incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any Action referenced in Section 1 hereof (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.

(b) Notice to Company by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which such indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the executive offices of the Company. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

(c) Procedure. Any indemnification and advances provided for in Section 1 and this Section 2 shall be made no later than 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement is not paid in full by the Company within 45 days after a written request for payment therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to subsection (a) of this Section 2 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the intention of the parties that if the Company contests Indemnitee's right to indemnification under this Agreement or applicable law, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its officers, Board, any committee or subgroup of its Board, independent legal counsel or its shareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its officers, Board, any committee or subgroup of its Board, independent legal counsel or its shareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of any proceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

(f) Effect of Change in Law. Notwithstanding any other provision of this Agreement, in the event of any change in any applicable law, statute or rule which narrows the right of the Company to indemnify Indemnitee, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder.

(g) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Articles of Incorporation, its Bylaws, any agreement, any vote of shareholders or disinterested directors, applicable law, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee from any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding.

3. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any Action, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

4. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal or state law, regulation or applicable public policy may prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under law or public policy to indemnify Indemnitee.

5. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to law, regulation or court order, to perform its obligations under this Agreement shall be severable as provided in this Section 5. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this entire Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

6. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to Actions initiated or brought voluntarily by Indemnitee and not by way of defense, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board has approved the initiation or bringing of such suit;

(b) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any Action initiated by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceedings was not made in good faith or was frivolous; or

(c) No Duplication of Payments. To make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, the Articles of Incorporation or Bylaws of the Company, contract or otherwise) of the amounts otherwise indemnifiable hereunder. If the Company makes any indemnification payment to Indemnitee in connection with any claim made against Indemnitee and Indemnitee has already received or thereafter receives payments in connection with the same claim, then Indemnitee shall reimburse the Company in an amount equal to the lesser of (i) the amount of the payment otherwise received by Indemnitee, and (ii) the full amount of the indemnification payment made by the Company.

7. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the "Company" shall include any successor, resulting, or surviving corporation of the Company.

(b) For purposes of this Agreement, references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to serving at the request of the Company" shall include any service as an Agent of the Company or any subsidiary of the Company which imposes duties on, or involves services by, such Agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "in the best interest of the Company" as referred to in this Agreement.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

9. Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

10. Notice. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked if addressed as provided for on the signature page of this Agreement, unless sooner received, or as subsequently modified by written notice.

11. Attorneys' Fees. If any action or proceeding is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover as an element of its costs, and not its damages, reasonable attorneys' fees to be fixed by the court. The prevailing party is the party who is entitled to recover the costs of its action or proceeding, whether or not such action or proceeding proceeds to final judgment. A party not entitled to recover its costs of suit may not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to recover its costs or attorneys' fees.

12. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the court of the State of California for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agrees that any action instituted under this Agreement shall be brought only in the state courts of the State of California, or in Federal courts located in such State.

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

IMPACT MEDICAL SOLUTIONS, INC.

By:

Its: Chief Executive Officer and President

AGREED TO AND ACCEPTED:

INDEMNITEE:

________________________

(signature)

(address)

Attached files

Impact Medical Solutions, Inc. Reports

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