Investor Summary For Private Placement Memorandum Dated November 4, 2013

Prepared By:
The Capital Reource Group, Ltd. 40 Wall Street, Suite 2800 NEW YORK, NY, 10005

Attn: Jack Griffin 212-208-0050 ext 101 jg@thecapitalresourcegroup.com

LED TECHNOLOGIES, INCORPORATED

INVESTOR SUMMARY SHEET

THIS SUMMARY is provided to potential investors as an aid in the review of the formal Private Offering Memorandum (the Memorandum) dated November 4th, 2013. The purpose of this Summary is to assist prospective investors in locating key information in the Memorandum and is not intended as a substitute for the information contained in the Memorandum. The Offer and Sale of the 12% Senior Secured Convertible Debentures can only be made by the Memorandum. In any subscription for Units of the Debentures, subscribers must warrant that (i) they received and read the Memorandum; (ii) they were given an opportunity to ask questions of Management regarding the Memorandum and received answers to such questions; (iii) they were provided with any further information requested which was available to the Company or could be obtained without undue expense or delay. Prospective investors must not rely solely upon the information contained in this Summary in making an investment decision. The following information is cross-referenced to the appropriate Section and Page in the Memorandum where a prospective investor can locate the full text of the information referenced.

THE OFFERING: The Company is offering qualified investors up to $3,300,000 of its 12% Senior Secured Convertible Debentures in Units of $10,000. The Offering is made on a 50 Unit Minimum, 330 Unit Maximum basis until the close of business on March 31, 2014, subject to a further extension by the Company (the Termination Date). The minimum subscription is 1 Unit although the Company may accept subscriptions for less than 1 Unit in its discretion. See, Plan of Distribution on page 50. NATURE OF THE DEBENTURES: The principal of and interest on the Debentures shall be senior to all other debts of the Company and will be secured by a first priority lien on all the assets of the Company including product inventory the Company maintains in the course of its business operations. Interest on the Debentures, at the rate of ONE (1%) PER CENT Per Month, will be paid to Debenture holders beginning 30 days following the Closing of the Minimum Offering and continuing monthly thereafter during the terms of such Debentures. The Debentures mature 2 Year after the date of their issuance at which time the full principal amount of such Debentures will be due and payable to the Debenture Holder. However, each Debenture Holder has the absolute right to renew his Debentures upon the same terms and conditions for an additional period of 1-year from the Maturity Date hereof. See Description of Securities on page 51. ESCROW OF SUBSCRIPTIONS: All subscriptions will be held in Escrow by Marcial & Associates, LLC, attorneys at law, until the Minimum Offering is sold or the Termination Date. See Escrow of Subscription Proceeds page 11. INVESTOR SUITABILITY: This Offering is being made pursuant to Rule 506 promulgated under Regulation D of the Securities Act of 1933, and similar provisions of various State Securities Acts, to accredited investors and not more than 35 non-accredited investors. See Investor Suitability Standards on page 12. BUSINESS OF THE COMPANY: LED Technologies Incorporated (the Company) is a Delaware corporation, incorporated in August 2013, with offices presently located in Elizabeth, Colorado. Part of the proceeds of this Offering are intend to relocate to a new facility located in Southern Denver. A significant portion of the proceeds from this Offering are intended to be used to acquire the business, operations and technology of LED Technologies, LLC (LED), a Colorado limited liability company founded in 2004 by Brent Safer and Ron Ferguson. See Application of Proceeds at page 44.

LED was organized to develop and produce patented FDA Cleared Class II medical devices based upon NASA research used to treat injuries in space. Additionally, all of our products bear the CE marking which indicates compliance with European Union legislation of a product wherever in the world manufactured, enabling free movement within the European market. As discussed in greater detail in the Memorandum, the science behind LED Light Therapy is replicating specific spectrums of non-UV light produced by the sun that elicits specific cellular reactions within our bodies. Each spectrum of light from the sun creates specific responses in our body including cellular growth, creation of vitamin D, elimination of bacteria, increased vascular circulation. LED acknowledged the opportunity to capitalize on the aging population and the corresponding active lifestyle and initially chose to enter this market with Pain Relief and Anti-Aging spectrum devices. Shortly thereafter, LED realized the opportunity to serve over 40 million adults in the US suffering from adult acne and entered the acne market. With respect to the use of light therapy in the field of pain relief, scientific research has proven the efficacy of this treatment in the management of sports and muscle injuries, soft tissue recovery and general treatment of pain. LEDs FDA clearance extends into the treatment of pain and temporary relief of muscle spasms, joint pains, aches & stiffness associated with but not limited to Arthritis. In the field of anti-aging products and treatments, clinical research has proven that 625nm (red) and 830nm (infrared) light spectrums enhance cellular metabolism, accelerating the repair and replacement of damaged skin cells, production of collagen and elastin in the skin. Clinical studies have shown that skins cells grow 150%200% faster when exposed to these wavelengths, delivering therapeutic benefits to living tissue. Additionally medical studies have proven the efficacy of 415nm (non-UV) blue light spectrum in the treatment of Acne. This light spectrum targets and destroys bacteria within the dermis layers that cause acne and other bacteria related skin ailments showing fast and safe results within days.

Important to the future market potential of our LED Light Therapy products is that they work in conjunction with virtually all of the currently existing therapeutic anti-aging creams in the market. A number of studies, including by NASA, Harvard University and DARPA, confirm that when using LED Light Therapy in conjunction with the existing topical anti-aging creams and ointments, the effect is to increase the effectiveness of the anti-ageing topical by as much as 12.5 times their normal effect. Basically these studies have shown that existing antiaging topical products work even better when used in conjunction with LED Light Therapy. As a result, Management is currently working with a major formulator and manufacturer of these creams and topical products to develop and market our own proprietary prestige line of topical creams and ointments. For additional information on the science behind our products, see the Memorandum, BUSINESS OF THE COMPANY - The Science Behind Our Next Generation Products, and Future Product Development at page 22, page 28. Our products have been developed with the intent of intervening with light therapy in the chronologic and photo-aging processes both before lines and wrinkles begin to appear at rest, to help prevent or at least slow down their appearance, and in reversing the appearance of lines and wrinkles after they have appeared. Our products are based on the use of very specific doses of selected light to help prevent the skin damage with which sunlight is associated, in a somewhat similar way, as inoculation with weakened forms of a virus is used to help prevent subsequent infection by the same virus. The entire concept of phototherapy for anti-aging, in what has been termed photoanti-aging, is based on increasing the natural strength of the skin at an early stage, say the early to mid-20s, so that the power of the skin to

resist the photo-aging processes is increased. However, our products are not merely intended for use by the young, although prevention is always preferable to remediation, the most remarkable benefits of LED Light Therapy come from the allimportant lighttissue reactions that are firmly founded on the solid principles of photobiology. Skin cells are the primary target in photoanti-aging and not just the fibroblasts (cells found in tissue that produce collagen), but also the leukocytes, the macrophages, the mast cells, and the keratinocytes in the epidermal basal layer, not to mention the photoenhanced dermal blood and lymphatic flow, which has been well documented in the literature as supporting and accelerating wound healing and neocollagenesis. Essentially, LED Light Therapy works to increase the growth of stem cells, fibroblast and other healthy cells in the skin and enhances the production of collagen and elastin, both of which work to reduce the appearance of lines and wrinkles by restoring the natural plumpness found in young skin. We believe our products will occupy a highly favorable market position as currently there is no other panel or universal light therapy system for directto-consumer at home use. All competitive systems currently exist as commercial products, used primarily in High-End Spas, Dermatologists offices and Medical Spas, and in the medical arena in Physical Therapist, Chiropractor, and Alternative Medicine offices. These competitive panel systems cost many thousands of dollars putting them beyond the average consumer for at-home use. Our products have been designed and priced to be affordably by a wide range of consumers. Between the skin care use (including treatment of acne and related skin disorders, and the pain use), our target market is every household. Having products of different price points and functionality allows us to reach and saturate a larger customer base through multiple channels of distribution. In June 2013, we launched a new retail branded product line named reVive Light Therapy under a licensing agreement with Kathy Ireland which has been approved by Bed Bath & Beyond and is currently being reviewed in several other Drug, Beauty, Department, Mass Merchandise and Online retail outlets. 2013 also brought on another high level celebrity model skincare partner in Jennifer Flavin-Stallone, the founder of Serious Skin Care, currently the top selling brand for HSN. We have entered into a Private

Label arrangement for SSC which will be sold exclusively through HSN starting October, 2013. See Agreement With Kathy Ireland below. We are also in discussion with the 3rd largest Cosmetic Network Marketing Company to provide a similar Private Label product for their 300,000 global sales agents. We anticipate consummating this arrangement by the end of 2013 and deliver the first units by mid-2014. 2014 will signal another significant achievement for us as we begin to expand distribution internationally with some key partners in Europe, Latin America and Australia. Potential celebrity partnerships are Bar Rafaeli Europe/Middle East, Selma Hayek-Latin America and Elle McPherson-Australia. We produce a full line of accessories to support additional sales and revenue opportunities, including DPL Peptide Serum, DPL Advanced Peptide Serum, DPC Penetrating pain Cream, multiple body straps, user attachments and extended warranties. Topical ointments are available with an automatic ship options to ensure consistent reoccurring revenue streams and maximum benefits to our customers. We believe that there are significant opportunities for additional products in the market as consumer awareness of light therapy grows. Some of the possible product extensions are Hair Growth/Removal, Wound Healing, Skin Toning, SAD, etc. The proof of our belief in the future of our products is evidence by our recent marketing experience. Pursuant to our newly reached agreement with QVC Home Shopping Network, we recently introduced our initial pain therapy product to their home shopping audience. The reception to this product exceeded our expectations and we sold 2,150 units in only 17 minutes. As a result, shortly thereafter we received a second order from QVC for delivery of 3,580 units for delivery in September, 2013. Further, in mid-October QVC placed a third order for 7,150 units, representing over $500,000 of product, for delivery in December 2013. It is important to remember that currently the only product offered by QVC is the hand-held pain relief system. We expect that product sales will dramatically increase to QVC once our antiaging/beauty system is also offered to QVC customers, which is planned for

early 2014. Of equal importance is the fact that our products have experienced a return rate of only 14.7%, as compared to the 28% rate QVC reports for products in the same category as ours.

The technology underlying our products is based on the original technology relating to the use of LED Light treatments in space developed by NASA and is FDA cleared and has been used for these purposes for years in dermatology offices, high-end spas and related medical and alternative care facilities. The treatments and benefits of our LED Light Therapy based products, in the anti-aging/beauty, acne treatment and pain relief fields, that have received FDA Clearance include: Removal and Reduction of Wrinkles and the delay in the onset of wrinkles; Increases the effectiveness of a wide range of anti-ageing topical by as much as 12.5 time their normal effect. Basically these studies have shown that existing anti-aging topical products work even better when used in conjunction with LED Light Therapy.

LED Light Therapy resurfaces skin by removing the dead and damaged skin on the top layer of the dermis and replaces it with new non damaged skin. Unlike other methods and products currently available, such as chemical peels and various abrasion technologies, LED Light Therapy does not simply scrape off skin but, rather, uses the bodys own internal mechanisms to shed dead and damaged skin cells and grow new ones in their place without damage to the skin. Enhances existing collagen and elastin in the skin to help in the reduction of wrinkles and other visible signs of aging. Almost every product in the beauty industry makes this claim to one degree or another. However, once again, only LED Light Therapy has been proven to use the bodys own internal systems to enhance and increase the growth of fibroblast cells (a type of natural stem cell in the skin) in order to produce more rapid growth, and higher levels of both collagen and elastin through increased mitosis, returning the natural appearance of the skin to a more youthful appearance. LED Light Therapy has been proven in various studies to increase fibroblast cell individual production by up to 4 time while also increasing the epithelial stem cell life span. It has also been proven over time to remove blemishes, sun spots and age spots, such rosacea and other blemish disorders, restoring a persons natural skin tone and color. Basically if someone has a skin condition or damage, their skin becomes uneven. Most

of the make-up products currently used by women simply work by covering up the blemishes to make their skin appear to be even. LED Light Therapy has been proven to reverse and actually heal the skin restoring an even more youthful tone to the skin. LED Light Therapy (using Blue Light) has been proven to kill acne and other bacterial parasites and prevents future flare-ups. It kills the bacteria that causes acne rather than just covering up the problem. LED Light Therapy is proven to result in temporary relief of pain from arthritis, tendonitis, carpal tunnel syndrome, muscle spasms, sprains and strains, increasing blood flow, and oxygen to affected areas resulting in: Increased wound healing. Increased healing of burns. Reduced Scars. Reduced inflammation. Increased injury recovery. Reduction and or removal Sun Damage. Reduced inflammation, pain, discomfort and limitations associated with, muscle spasms and knots, neuropathy, strains and stress tight muscles, arthritis, range of motion loss, neck pain and stiffness, shoulder and back pain, swelling, nerve injuries, bursitis and the pain associated with fibromyalgia and prostatitis.

MARKETING AGREEMENT WITH KATHY IRELAND, LLC

On August 31, 2013, LED entered into a 3-year Licensee Agreement with Kathy Ireland, LLC granting us the exclusive right for the marketing of the LED Light Therapy Products in the US and Canada under the Kathy Ireland trademarks. Under this Agreement we are obligated to pay a Royalty for the use of the Katy Ireland trademarks of SIX (6%) Per Cent of the net sales price for the licensed products, with a minimum guaranteed royalty of $90,000 during the first year, $180,000 during the second year and $300,000 during the third year of the Agreement. Additionally, as part of the compensation under that Agreement Kathy Ireland, LLC acquired a Three (3%) Per Cent interest in LED. Kathy Ireland LLC has agreed that upon the acquisition of LED by the Company, the Agreement will be assigned to the Company and to convert that 3% interest into an equivalent interest in the Company.

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MARKETING AGREEMENT WITH QUADRANT SALES & MARKETING, INC. After several months of discussions with Mr. Kevin Harington, one of the team of investors on the television series Shark Tank and one of the founders of the Home Shopping Network, on October 14, 2013, LED entered into a non-exclusive International Sales & Distribution Agreement with his marketing company Quadrant Sales & Marketing Inc. (Distributor). Under this Agreement Distributor is authorized to purchase any of the products and services offered by LED at agreed to prices for resale in the International market. The prices quoted are based upon Distributor achieving certain minimum purchase requirements during the course of the Agreement. Under the Agreement Distributor shall at its sole cost and expense market and promote the sale of LED products and services and generally assist LED in the negotiation of agreements for the sale and delivery of its products in the international market. Included in the obligations assumed by Distributor under the Agreement, Distributor will be responsible for marketing and sales expenses associated with brand development, distribution, promotions, licensing and product development fees within the international market. Additionally, all warranties for sales to foreign countries, including shipping expenses, are the sole responsibility of Distributor. Apart from Distributors right to purchase the LED products and services at the prices set forth in the Agreement, LED shall be under no obligation to pay any other or additional compensation to Distributor. It shall be distributors responsibility to price the LED products and services to include Distributors compensation. LED also has the right during the term of the Agreement to restrict sales by Distributor in any country or territory after a 30 day notice to Distributor. See Business of The Company on page 16. FORECASTED FINANCIAL INFORMATION: The projections included in the Memorandum illustrate that this business is not only highly profitable but also provides superior security for the Debentures being offered. Additionally, the Company will establish a sinking fund for the repayment of Debentures at their maturity. Additionally, the debt service on the Debentures will be paid to investors on a monthly basis so that they will receive a return of 1% of their investment every month. See Forecasted Financial Information page 32.

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MANAGEMENT Lloyd Nelson has been Chief Executive Officer and a Director of the Company since inception and served in the same capacity with LED since December 1, 2012, when ownership realized it was time to bring in executive leadership to maximize the growth potential of LED. Throughout his career Mr. Nelson has held multiple senior leadership and executive positions with both large public corporation and private start up organizations. In 2003, Mr. Nelson founded ADVEnt an InHome Technology business serving the Home Building Industry. Within 4 years, Mr. Nelson developed ADVEnt into the fastest growing and most respected company in the industry. In 2009, Mr. Nelson sold ADVEnt to MasTec Advanced Technologies, a $3 Billion publically held company, and took on the role of Sr. Vice President of Operations. Realizing his passion for the entrepreneurial environment, Mr. Nelson formed his own business consulting firm, Nelson Management Company, where he focused on assisting developing private companies driving sustainable growth through various business facets including, among others, start-up and expansion capital, business development strategies, channel and product development and entry, operational efficiencies. In 2012 Mr. Nelson joined LED as its Chief Executive Officer where he assisted the other founders of LED in the development of its business to the point where it is today. Ronald L. Ferguson is one of the founders of LED and has been Vice President of Sales and a Director of the Company since its inception. Mr. Ferguson began his professional career as an Account Executive for West US Region with AT&T in Salt Lake City, UT in 1981. He quickly advanced to Sales Manager and ultimately National Sales Manager in which position he remained until leaving AT&T in 1986. From 1986 to 1990, Mr. Ferguson served as Marketing Manager for Fairchild Communication Services in Salt Lake City, UT where he launched the marketing and sales

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activity for a new business unit of this Fortune 500 organization. In 2004, Mr. Ferguson became the co-founder of LED where he has been responsible for the sales and marketing activities of LED, and now the Company. Mr. Fergusons diverse background in sales, sales management, marketing and business development has enabled him build LEDs current market channels and customer base and Mr. Ferguson has been responsible for growing LED to its present stage of development with over $2.5 Million in sales in 2012. Mr. Ferguson will continue to head our sales and marketing team in his current position as Vice President of Sales. Diane Hillman has served as Controller of the Company since its formation. Since September 2011, Ms. Hillman has been the President and Founder of Insight Services, LLC, a consulting firm she established to provide management, financial, general business and entrepreneurial consulting to both new and developing businesses. Prior to forming Insight, from 2005, Ms. Hillman served initially as Controller for ADVEnt where she worked for Mr. Nelson, and being promoted to Director of Finance & Administration in 2009 when ADVEnt was acquired by MasTec Advanced Technologies, a $3 Billion publicly held company, ultimately rising to the position of Director of Operations before leaving the firm in 2011 to form her own company. Ms. Hillman comes to LED Technologies with strong financial planning, accounting, tax planning, budgetary, operations, inventory management and general business strategy experience, having spent most of her finance career in the startup environment having gained a unique understands what it takes to be successful and build a sustainable company while increasing shareholder value. See MANAGEMENT at page 46. RISK FACTORS: There are substantial significant risks associated with an investment in the Company and the Debentures. Although the Debentures being offered are not equity securities, carry a guaranteed rate of interest and will be fully collateralized by all the assets of the Company, investors must carefully consider the risk factors relating to the Company and its business in conjunction with the other information contained in the Memorandum, before making an investment. Additionally, should an investor elect to convert any portion of his Debentures into Shares of Common Stock, the risk factors applicable to equity securities will be applicable to such Shares and should be carefully considered in reaching a decision to convert the Debentures. The risks described in the Memorandum are not the

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only ones the Company will face but do represent those risks that are believed to be material. Additional risks not presently known or that are not currently deem immaterial may also harm the Company. See Risk Factors page 32. The foregoing Summary only touches upon that information which we believe is of greatest interest to a potential investor in helping him or her to make an informed investment decision. Prospective Investors are strongly urged to read the entire Memorandum and to ask questions of Management of the Company with respect to any matter on which they seek clarification. CONTACT INFORMATION All matters relating to the Company and its business should be directed to the Company as discussed in this Memorandum through their executive offices presently located at 133 County Road 17, Unit 2-B, Elizabeth, CO 80107. The Company has engaged the services of The Capital Resource Group, Inc. (CRG) to assist it in various aspects of its business development and in connection with the preparation of this Offering Memorandum. Any questions concerning the contents of this Memorandum Summary or Memorandum may also be directed to: CRG at 212-208-0050 extension 101, attention Jack Griffin.

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FINANCIAL SUMMARY - This section is a summary of the core financial features/benefits that are offered through the purchase of single or multiple units in this offering.
FINANCIAL FEATURE! DESCRIPTION!
12% Annual Interest paid monthly to the Investor.

BENEFITS!
The 12% yield is significantly higher than average yields of alternative first position secured investments available today, including government bonds, preferred stocks and income annuities. Additionally, the monthly payment of interest provides more immediate access to your money than most other investments which pay quarterly or semi-annually (see discussion in Item 2 below as well as the Comparative Yield and Hold Analysis later in this Summary.) The interest is paid monthly (1% per month) for the entire 12 month term. At the end of the term the inventor is repaid the principal in full. The high yield is far superior to the average income annuity rates while still protecting and repaying the principal in full at the end of the term. For example for every $100,000 invested the interest payment will be $1,000 per month for the term of the security. After the final months payment the entire principle will be repaid to the investor in full. The benefits of this are self-evident in that there is a continuously expanding pool of assets (cash, inventory, accounts receivable and other capital assets) that secures the repayment of the principal amount of the Debentures. Although we believe that most investors will elect to renew the Debentures for a third year, we have established a sinking fund of segregated cash to accommodate those who elect to be repaid at the end of the third year!

HIGH INTEREST YIELD!

HIGH YIELD REGULAR MONTHLY INTEREST PAYMENTS! FIRST POSITION SECURED INVESTMENT

Interest payments are made by check directly to the investor on a monthly basis.!

Investment is senior debt secured by the assets of the company including cash, inventory, accounts receivable and other capital assets. Based upon projected growth rates we believe that during their term the Debenture principal will never exceed the pledged assets. We have also established a sinking fund that segregates available cash to provide an immediate funds for repayment of Debentures that are not renewed by investors after the second year.

! SHORT TERM ADVANTAGE

Interest payments are made on a monthly basis beginning 30 days after the Debentures are issued. The initial term of the Debentures is only 1 year, renewable for an additional year at the sole option of the investor thereby allowing you to lock in this high rate of return for up to two years at your option. Investors have the sole option to extend the investment for an additional year at the same high rate of interest regardless of whether lower interest loans become available to the Company.! Investor will have the right at the end of the term of the Debentures to either receive a return of their principal amount or to convert all or a portion of those funds into Shares of the Companys Common Stock at a fixed conversion price of $1.00 per share. Investors are afforded a dependable monthly revenue stream to help meet current needs and are required to lock up their principal for only 1 year!

INVESTOR OPTION TO EXTEND RIGHT TO CONVERT TO SHARES OF COMMON STOCK

Unlike many high yield investments, the Debentures are not based on indexing which could reduce the interest yield if market factors change. This permits investors to lock in a 12% yield for up to 3 years at their sole option.

!
This right affords investors to enjoy the high yield offered by the Debentures while the Company grows to the point where it can effectively conduct a public offering of its common stock and become a publicly traded company. If the Company is not successful to the point where a public offering is feasible then the investor may simple elect to receive a return of his principal amount. If the Company projections prove accurate and it is able to attract an Underwriter to undertake a public offering of its shares then the investor may elect to participate at what we believe will be a highly favorable price as the conversion price has been set based upon the Companys current stage of development.!

COMPARATIVE YIELD AND HOLD ANALYSIS OF INVESTMENT This section provides a comparative analysis of the various financial features of this investment vs. other potential investments based on both their historical numbers and contractual limitations.
INVESTMENT CRITERIA LED TECHNOLOGIES INC. PREFERRED STOCKS COMMON STOCKS
Most common stock do not pay dividends and have no guaranteed yields. Even where common stock does pay dividends, the yield is much lower. According to the Dalbar Report The average investor returns over the past 10 years is 3.49%, before Inflation.

BONDS

INCOME ANNUITIES

YIELD

Guaranteed yield of 12%.

Guaranteed yield, but yield can change based on a mathematical indexing formula tied to prime rate or other benchmarks Average yield is 6%-7%

Guaranteed Yield but, like preferred stocks, the yield can vary based on a number of factors including indexing. According to the Dalbar Report The average bond fund investors annualized was less than 1% Nowhere near inflation.

Guaranteed Yield, but yield can change based on a mathematical indexing formula Annuity returns currently range between 2.3 and 7.3 annualized.

MONTHLY INTEREST PAYMENTS

Yes Guaranteed Interest Payment on a monthly basis.

Generally interest is paid quarterly or semi-annually although a few are starting to offer monthly payments as an option usually in exchange for paying a lower yield.

No Monthly Payments whatsoever. Even where dividends are paid, they are almost universally paid quarterly.

Most bonds will pay quarterly or semis-annually and those few that may offer a monthly payment have a reduced yield.

A few have monthly payment of interest in exchange for a reduced yield.

FIRST POSITION SECURITY

Yes, Principal is senior debt secured by all Company assets including cash, inventory, accounts receivable and other capital assets.

No, second position behind all senior debt and taxes of the Company.

No Security.. Common Stock is subordinate to all senior debt, taxes and preferred stock of a Company.

Yes, typically the principal is secured by specific assets or revenues, followed by the general assets of a Company. Low volatility although many bonds do trade and the prices attainable prior to the maturity will fluctuate and could result in losses to investors should they not be able to hold the bonds to maturity.

Yes, however the assets of an annuity are investments in other entities so the quality of the security for annuity holders is dependent upon the underlying assets.

MARKET VOLATILITY

None Neither the rate nor the principal is effected by the stock market

Yes depending upon how the rate is calculated or indexed, it could fall with market conditions. Also, the principal will be affected by movements in the market.

Very High the value of common stock is determined by the market and is constantly changing.

The rate of interest paid by annuities is almost always indexed or tied to the performance of an underlying portfolio of securities which may to varying degrees be affected by market movements.