EXHIBIT 10.46
INVESTMENT AGREEMENT
This
Investment Agreement dated as of March 1, 2007 by and between
DIASYS CORPORATION , a Delaware corporation with a principal
place of business at 21 West Main Street, Waterbury, Connecticut
06702 (the "Company"), and MORRIS SILVERMAN , an individual,
with an address at MS Management Corp., 790 Estate Drive, Suite
100, Deerfield, IL 60015 (the "Investor").
1.
Purchase of Securities. Subject to the
terms and conditions contained in this Agreement, the Investor
agrees to purchase, and the Company agrees to sell, for an
aggregate consideration of Six Hundred Thousand Dollars ($600,000)
to be paid in cash: (i) five million (5,000,000) shares of the
Company’s Common Stock and (ii) a Common Stock Purchase
Warrant (the “Warrant”) entitling the holder to
purchase two million six hundred thousand (2,600,000) shares of
Common Stock at One Tenth of a Cent ($.001) per share at any time
prior to the fifth anniversary of the date hereof, such Warrant to
be in the form of Exhibit A attached hereto.
2.
Investment Support Agreement. In consideration of the
investment being made by the Investor, the Company will enter into
and Investment Support Agreement with the Investor in the form
attached hereto as Exhibit B .
3.
Unregistered Securities . The Investor understands
that Units, the Common Stock, the Warrants and the shares of Common
Stock issuable upon exercise of the Warrants (collectively, the
“Securities”) are suitable only for sophisticated
investors and are being offered and sold under
