0001144204-08-040015 Sample Contracts

FOLDERA, INC. Santa Ana, California 92705
Debenture Prepayment and Conversion Letter Agreement • July 15th, 2008 • Foldera, Inc • Wholesale-misc durable goods • New York

Reference is made to the Securities Purchase Agreement, dated as of December 7, 2007 (the “Securities Purchase Agreement”), between Foldera, Inc. (the “Company”) and Vision Opportunity Master Fund, Ltd. (“Vision”). All capitalized terms used in this letter agreement which are not defined herein shall have the same meaning as in the Securities Purchase Agreement.

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