exhibit 10. 1 master agreement this master agreement ( the “ agreement ” ) is made as of the 19 day of march, 2013 ( the “ effective date ” ), by and between evolucia lighting inc., a florida corporation with its principal office at 6151 lake osprey drive, third floor, sarasota, florida 34240 ( “ evolucia ” ) and sunovia energy technologies europe sp. z o. o., a polish corporation with its principal office at 09 - 402 płock, ul. chopina 46, poland ( “ sete ” ) ( each a “ party ” and collectively the “ parties ” ). recitals : whereas, evolucia, a subsidiary of evolucia inc. ( “ iled ” ), a public company which files reports with the securities and exchange commission under the securities exchange act of 1934, as amended, and is trading on the otc markets and otcbb under the symbol “ iled ”, is presently manufacturing, marketing, selling and distributing its led outdoor products containing its patented aimed opticstm technology ; whereas, the parties desire to structure a relationship whereby ( i ) a joint venture ( “ the joint venture ” ) will be established by evolucia and sete whereby evolucia will sell certain distribution and manufacturing rights to the joint venture and sete will buy from the joint venture these rights by itself or by evolucia distribution ( a wholly - owned subsidiary of sete, sete shall have the exclusive right to appoint any other subsidiary in place of evolucia distribution subject to prior written consent of the joint venture ) for an aggregate amount of eleven million dollars ( usd $ 11, 000, 000 ) as well as the required working capital for the joint venture, ( ii ) a distribution agreement will be entered between the joint venture and evolucia for the exclusive marketing and distribution of evolucia ’ s products within the territory ( as defined below ) with the right to transfer those exclusive rights by the joint venture to evolucia distribution a polish corporation, a wholly - owned subsidiary of sete, that will be established by sete after signing master agreement ( “ evolucia distribution ” ), ( iii ) a manufacturing agreement will be entered between evolucia and the joint venture for the exclusive manufacturing of evolucia ’ s products within the territory with the right to transfer this exclusive