0001329102-05-000004 Sample Contracts

PROBE MANUFACTURING INDUSTRIES, INC. SERIES B CONVERTIBLE PREFERRED STOCK
Convertible Preferred Stock • June 10th, 2005 • Probe Manufacturing Inc • Printed circuit boards • California

This Agreement is made as of December 31, 2004, by and between Probe Manufacturing Industries, Inc., a California corporation (the “Company”), and Kambiz Mahdi (the “Purchaser”).

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PROBE MANUFACTURING INDUSTRIES, INC. ENGAGEMENT AGREEMENT
Probe Manufacturing • June 10th, 2005 • Probe Manufacturing Inc • Printed circuit boards • California

This letter agreement (the “Agreement”) confirms our understanding that eFund Capital Partners, LLC (“EFUND”) has been engaged as a Strategic Partner with Probe with respect to a proposed financing more particularly described below (the “Financing”), and in connection therewith reviewing the Company’s business growth needs, its capital structure, its principal business organization and other matters pertinent to the restructuring of Probe.

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