MONTGOMERYEQUITY PARTNERS, LTD.

1.  

Within five (5) days of the date hereof, MDI shall pay Montgomery Fifty Thousand Dollars ($50,000) by wire transfer in immediately available funds.  This amount shall be retained by Montgomery (to be applied to interest, fees, or principal due under the Debenture, at its sole discretion) whether or not each of the transactions contemplated by this agreement are finalized.

2.  

Within sixty (60) days of the date hereof, MDI shall pay Montgomery Two Hundred Thousand Dollars ($200,000) by wire transfer in immediately available funds.  (The date on which such payment is received by Montgomery shall be deemed the “Final Payment Date”)

3.  

Within three (3) days of the Final Payment Date, Montgomery will assign a principal balance of $250,000 of the Debenture and applicable Transaction Documents to MDI on a non-recourse basis, by executing an agreement substantially in the form attached hereto as Exhibit A.

4.  

Within three (3) days of the Final Payment Date, Montgomery will effectuate a conversion of the entire remaining balance owed on the Debenture into shares of In Veritas at a price per share equal to the lower of:  (a) Five Cents; and (b) the net purchase price per share provided for in the Subscription Agreement.  The conversion shall be effectuated pursuant to the terms of the Debenture, other than the amendment of the conversion price set forth in this Letter Agreement.  The Company agrees that it will fully honor a conversion notice with the conversion price set forth herein, and deliver all shares set forth in the notice to Montgomery, in accordance with the terms of the Debenture.  Failure of the Company to honor the conversion notice in accordance with the terms of this Letter Agreement shall fully vitiate Montgomery’s obligations hereunder.

5.  

Simultaneously with the final execution of the assignment agreement set forth in paragraph 3, the Company shall issue a warrant to Montgomery to purchase Five Million (5,000,000) shares of common stock of the Company at an exercise price of $0.05 per share, in the form attached hereto as Exhibit B.  Failure of the Company to issue such a warrant shall fully vitiate Montgomery’s obligations hereunder.

6.  

No party may assign any of its rights hereunder without the prior consent of the other party hereto; provided that MDI may, without the consent of any other party, assign all or any portion of its rights hereunder to any of its Affiliates. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties.  Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.  This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

By:

Title: Director