0001052257-12-000008 Sample Contracts

Contract
Convertible Note Agreement • February 24th, 2012 • Z Trim Holdings, Inc • Grain mill products • Illinois

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

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Steven Cohen, CEO Z Trim Holdings, Inc. Mundelein, IL 60060 Phone: 847-549-6002 Fax: 847-549-6028 Re: Investment Banking Agreement with Legend Securities, Inc. Dear Mr.Cohen,
Investment Banking Agreement • February 24th, 2012 • Z Trim Holdings, Inc • Grain mill products • New York

This letter (the “Agreement”) shall confirm the engagement of Legend Securities, Inc., (“Legend”) by Z Trim Holdings, Inc. (the “Company” and collectively the “Parties” ) for purposes of providing, on a non-exclusive basis, investor awareness and business advisory services as set forth below in consideration for the fees and compensation described hereinafter:

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