0000350001-01-508628 Sample Contracts

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • October 31st, 2001 • Allen Test Co Inc & Point Release Test 10/08/01 • New York

This Settlement and Release Agreement is made effective September 1, 1999, by and among the United States of America, as represented by the National Aeronautics and Space Administration ("NASA"), Power Efficiency Corporation, a corporation organized under the laws of the State of Delaware, U.S.A. ("PEC") and Siemens Energy & Automation, Inc., a corporation organized under the laws of the State of Delaware, U.S.A. ("SE&A").

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EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2001 • Allen Test Co Inc & Point Release Test 10/08/01 • Delaware

EMPLOYMENT AGREEMENT (the "Agreement") effective as of the 1st day of April, 2001 between POWER EFFICIENCY CORPORATION, a Delaware corporation (the "Corporation"), with principal executive offices located at 4220 Varsity Drive, Suite E, Ann Arbor, MI 48108; and STEPHEN SHULMAN, residing at 5807 Fox Hollow Ct, Ann Arbor, Michigan, 48105 (the "Executive").

PATENT LICENSE AGREEMENT between the United States of America, LICENSOR represented by the National Aeronautics and Space Administration and Power Efficiency Corporation, LICENSEE for United States of America License No. DE-256
Patent License Agreement • October 31st, 2001 • Allen Test Co Inc & Point Release Test 10/08/01

Effective ____________, 199__, the National Aeronautics and Space Administration (NASA), a duly constituted agency of the Government of the United States, having its headquarters in Washington, D.C., and Power Efficiency Corporation, a corporation of the State of Delaware, having its headquarters in Newark, New Jersey, agree as follows:

February 21,200l Mr. Stephen Shulman CEO & President / Director Power Efficiency Corporation 4220 Varsity Drive, Suite E Ann Arbor, Michigan 48108 Dear Steve,
Allen Test Co Inc & Point Release Test 10/08/01 • October 31st, 2001

This letter amends and restates an arrangement between ARl Group on the one hand and Power Efficiency Corporation on the other hand.

Warranty
Allen Test Co Inc & Point Release Test 10/08/01 • October 31st, 2001

Seller warrants to Purchaser that any products provided by Seller hereunder are free from defects in material and/or workmanship under normal use and operation during the warranty period stated herein. If any products provided hereunder prove to be defective in material and/or workmanship within eighteen months from date of sale, provided conditions of operation have been normal at all times, and that the product has not been subjected to abnormal stresses, including but not limited to, such causes as incorrect primary voltage and frequency or improper ventilation, nor will this Warranty be extended to any product which has been subject to misuse, negligence. accident, improper installation or operation, not does it extend to any product which has been repaired or altered by any party other than the Seller. Seller, if promptly notified thereof in writing, will correct such defect at Seller's own expense, at Seller's option, repairing or replacing the defective products.

Line of Credit Agreement
Credit Agreement • October 31st, 2001 • Allen Test Co Inc & Point Release Test 10/08/01

Bank One, Michigan (the "Bank"), whose address is 611 Woodward Avenue, Detroit, Michigan 48226-3947, has approved the credit facilities listed below (collectively, the "Credit Facilities," and, individually, as designated below) to Power Efficiency Corporation (the "Borrower"), whose address is 4220 Varsity Drive, Suite E, Ann Arbor, MI 48108 subject to the terms and conditions set forth in this agreement.

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