0001144204-08-052062 Sample Contracts

CONSENT, WAIVER AND AMENDMENT AGREEMENT
Consent, Waiver and Amendment Agreement • September 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York

This CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made as of September __, 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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CONSENT, WAIVER AND AMENDMENT AGREEMENT May 2008 and July 2008 Debentures
Consent, Waiver and Amendment Agreement • September 10th, 2008 • QPC Lasers • Laboratory analytical instruments • New York

This CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made as of September __, 2008, by and among QPC Lasers, Inc., a Nevada corporation (the “Company”), the undersigned holders (collectively, the “Creditors”) of the Company’s 10% Discount Secured Convertible Debentures due May 15, 2011 ( the “May 2011 Debentures”) and July 8, 2011 (the “July 2011 Debentures” and, together with the May 2011 Debentures, the “Debentures”).

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