22nd Century Group Inc – Credit Agreements Watch

from 8-K 1 page Board of Directors 22nd Century Group, Inc. (F/K/a Touchstone Mining Limited) 11923 Sw 37 Terrace Miami, Fl 33175 Re: Loan Forgiveness Gentlemen

from 8-K 1 page Pursuant to the Tenn of That Certain Agreement and Plan of Merger and Reorganization by and Among Company, 22nd Century Acquisition Subsidiary, LLC and 22nd Century Limited, LLC, and in Consideration of the Transactions Contemplated Thereby (The “Merger”), and for Other Good and Valuable Consideration, the Undersigned Hereby Agrees to Make a Capital Contribution of the Note to the Company and in So Doing Forgives the Entire Principal Balance of the Loan and the Note, Together With All Accrued and Unpaid Interest Thereon. Such Contribution and Associated Forgiveness Shall Be Effective Immediately Prior to the Closing of the Merger. Very Truly Yours, Paramount Strategy Corp. By: /S/ Andrew Meacle Name: Andrew Meacle Title: Director Date: December 21, 2010

from 8-K 39 pages Amendment No. 1, Dated January 4, 2011, to the Confidential Private Placement Memorandum, Dated December 16, 2010, and Securities Purchase Agreement and All Other Investment Documents of 22nd Century Limited, LLC for Accredited Investors and NON-U.S. Persons Only