*** Portions of this Exhibit have been omitted pending a confidential treatment request by the Company.
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of
August 11, 2000, by and among Optical Sensors Incorporated, a Delaware corporation (the "Company"), with
its principal place of business at 7615 Golden Triangle Drive, Suite A, Eden Prairie, Minnesota 55344, and the
investor listed on Schedule A hereto (the "Investor").
A. The Company desires to raise up to $1,500,000 of additional capital in order to fund its operations.
B. The Investor desires to make an investment in the Company on the terms and conditions set forth in this
Accordingly, in consideration of the foregoing, the mutual promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Authorization of Securities. The Company proposes to authorize, issue and sell the number of shares of Series
A Convertible Preferred Stock, $.01 par value (the "Series A Preferred") as provided herein, which will be
entitled to the preferences, rights and benefits set forth in the capital stock provisions of the Company's
Certificate of Designation, which has been filed in the form set forth in Exhibit A attached hereto (the "Certificate
of Designation"). The Series A Preferred will be convertible into shares of the Company's common stock, $.01
par value, as set forth in the Certificate of Designation.
2. Purchase of Securities.
(a) Subject to the terms and conditions hereof, the Company agrees to sell to the Investor, and the Investor
agrees to purchase from the Company in accordance with this Agreement, up to Four Million Thirty Three
Thousand Three Hundred Thirty Four (4,333,334) shares of the Company's Series A Preferred (the "Shares") in
the amounts set forth on Schedule A. The purchase price for the first One Million (1,000,000)