0001354488-12-000013 Sample Contracts

Contract
New Leaf Brands, Inc. • January 3rd, 2012 • Bottled & canned soft drinks & carbonated waters • New Jersey

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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Sideletter To Secured Noteholder 185R, Et Al
Letter Agreement • January 3rd, 2012 • New Leaf Brands, Inc. • Bottled & canned soft drinks & carbonated waters • New Jersey

This letter agreement sets forth the understandings between New Leaf Brands, Inc., a Nevada corporation (the “Company”), and Yogesh Pandey and his assignees (“Noteholder”) concerning the promissory note (#185R) dated December 1, 2011 made by the Company to Noteholder, (inclusive of any accrued and unpaid interest or any other related charges whatsoever, the “Current Balance”) and a commitment for an additional $155,000 in funding before 12/23/11. As of the date hereof, the Current Balance amounts to $175,000.

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