0001104659-05-014401 Sample Contracts

SETTLEMENT AND CONSULTING AGREEMENT
Settlement and Consulting Agreement • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

Please consider this letter the basis of the agreement (the “Agreement”) between you and Power Efficiency Corp. (PEC) regarding consulting for approximately the next three weeks, the schedule of payments PEC will make regarding payment of your accrued but unpaid salary, under your employment agreement dated November 13, 2003 (the “Employment Agreement”).

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SETTLEMENT AGREEMENT
Settlement Agreement • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

This Settlement Agreement (the “Agreement”) is entered into this 21st day of December, 2004 (the “Effective Date”), by and between Thomas Mills (“Mills”), located at 3115 34th Street NW, Washington, DC 20008, and Power Efficiency Corporation (“PEC”), located at 3900 Paradise Road, Suite 282, Las Vegas, NV 89109.

MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus
SETTLEMENT AND CONSULTING AGREEMENT
Settlement and Consulting Agreement • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

Please consider this letter the basis of the agreement (the “Agreement”) between you and Power Efficiency Corp. (PEC) regarding amounts owed you:

BUSINESS SUBLEASE
Business Sublease • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

Starting on March 1, 2005, Power Efficiency Corporation, a Delaware corporation headquartered at 3900 Paradise Road, Las Vegas, NV, will rent office and lab space at 7 Mayflower Place, Floral Park, New York 11001.

LEASE AMENDMENT
Lease Amendment • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

This First Amendment to Lease (“Agreement” is made and entered into as of February 7, 2005, by and between Glenborough Fund IX, LLC, a Delaware limited liability company, (“Landlord”) and Northwest Power Management, Inc., a Washington corporation (“Tenant”).

SETTLEMENT AGREEMENT
Settlement Agreement • March 31st, 2005 • Power Efficiency Corp • Electrical industrial apparatus

This Settlement Agreement (hereinafter the “Agreement”) is entered into this 15th day of December, 2004, by and between and among Richard J. Koch (“Koch”), located at 1604 Sound Watch Drive, Wilmington, North Carolina 28409, and Power Efficiency Corporation (“PEC”), located at 3900 Paradise Road, Suite 283, Las Vegas, Nevada, 89109.

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