0001144204-08-041546 Sample Contracts

WAIVER AGREEMENT
Waiver Agreement • July 24th, 2008 • QPC Lasers • Laboratory analytical instruments • New York

This WAIVER AGREEMENT (the “Agreement”) is dated as of July __, 2008, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders (collectively, the “April Creditors”) of the Company’s 10% Secured Convertible Debentures due April 16, 2009 (the “April 2009 Debentures”), and the undersigned holders (collectively, the “May Creditors”) of the Company’s 10% Secured Convertible Debentures due May 22, 2009 (the “May 2009 Debentures,” together with the April 2009 Debentures, each a “Debenture” and, collectively, the “Debentures”) (the April Creditors and the May Creditors are herein collectively referred to as the “Creditors”).

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