0001213900-12-005481 Sample Contracts

Re: Debt Cancellation Agreement
Xodtec Led, Inc. • October 1st, 2012 • Electric lighting & wiring equipment • Nevada

This agreement sets forth the terms on which the undersigned (the “Lender”) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the “Company”), in the aggregate principal amount of US$32,626, in consideration for which the Company will issue to Lender 8,156,500 shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”).

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Re: Debt Cancellation Agreement
Xodtec Led, Inc. • October 1st, 2012 • Electric lighting & wiring equipment • Nevada

This agreement sets forth the terms on which Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (the “Lender”) agrees to cancel indebtedness to the Lender by Xodtec LED, Inc., a Nevada corporation (the “Company”), in the aggregate principal amount of US$819,319, in consideration for which the Company will issue to Lender 104,829,750 shares of common stock, par value $.001 per share (“Common Stock”), and 5,000,000 shares of Class A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), with the shares of Common Stock and Series A Preferred Stock being issued to the Lender being collectively referred to as the “Shares.”

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