0001387131-10-000925 Sample Contracts

SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT
Second Amended And • August 24th, 2010 • Incoming,Inc. • Wholesale-apparel, piece goods & notions • New York

This SECOND AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated August 18, 2010 (the “Effective Date”) amends, restates and supersedes in its entirety that certain amended and restated exchange agreement dated June 18, 2010 (the “Amended Agreement”), which amended, restated and superseded in its entirety that certain exchange agreement dated February 9, 2010 (the “Original Agreement”). This Agreement is entered into by and among North American Bio-Energies, LLC, a limited liability company organized and existing under the laws of North Carolina (“NABE”), Incoming, Inc., a Nevada corporation (“Incoming” or the “Company”), and the limited liability company members of NABE set forth in Exhibit A to this Agreement (collectively, the “NABE Members”) (Incoming, NABE and each of the NABE Members, each, a “Party” and collectively, the “Parties”).

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EXCHANGE AGREEMENT
Exchange Agreement • August 24th, 2010 • Incoming,Inc. • Wholesale-apparel, piece goods & notions • New York

This EXCHANGE AGREEMENT (the “Agreement”), dated June 18, 2010 (the “Effective Date”) is entered into by and among North American Bio-Energies, a limited liability company organized and existing under the laws of North Carolina, (“NABE”), Incoming, Inc., a Nevada corporation (“Incoming” also the “Company”), and the members of NABE as listed in Exhibit A to this Agreement (collectively the “NABE Members”) (Incoming, NABE and each of the NABE Members each a “Party” and collectively the “Parties”).

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