0001264931-11-000035 Sample Contracts

STRICTLY PRIVATE AND CONFIDENTIAL January 28th, 2011
Strictly Private and Confidential • February 1st, 2011 • American Power Corp. • Perfumes, cosmetics & other toilet preparations • Ontario

This letter agreement (the “Agreement”) is to confirm the terms and conditions pursuant to which American Power has engaged Gryphon Partners Canada Inc., (“Gryphon” or “we”) to provide financial and other investment banking advice to the Company in the context of evaluating and entering into the Proposed Transaction.

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