Blue Holdings, Inc. Sample Contracts

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AMENDED AND RESTATED OPERATING AGREEMENT OF LIFE & DEATH, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
Operating Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
RECITALS
Indemnification Agreement • September 13th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
FTC COMMERCIAL CORP.
Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
ANNUAL PERIOD" AMOUNT --------------- ------ YEAR ONE -- YEAR TWO -- YEAR THREE $137,500 YEAR FOUR $162,500 YEAR FIVE $187,500
License Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
COMMON STOCK PURCHASE WARRANT BLUE HOLDINGS, INC.
Blue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Holdings, Inc., a Nevada corporation (the “Company”), up to 875,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

17. TERMINATION BY EMPLOYEE.
Joint Venture Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2008 between Blue Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BLUE HOLDINGS, INC., LR ACQUISITION CORPORATION, LONG RAP, INC., THE LONG RAP, INC. STOCKHOLDERS
Agreement and Plan of Merger • June 23rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
SECURITY AGREEMENT
Security Agreement • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This SECURITY AGREEMENT, dated as of March 5, 2008 (this “Agreement”), is among Blue Holdings, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and the holders, each signatory hereto, of the Company’s 8% Senior Secured Convertible Notes issued or to be issued in the original aggregate principal amount of up to $3,000,000 (the “Notes”) pursuant to the Purchase Agreement (as defined below) (collectively, together with their endorsees, transferees and assigns, the “Secured Parties”, and each individually, a “Secured Party”).

RECITALS:
Employment Agreement • August 25th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.
Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
SUBSIDIARY GUARANTEE
Subsidiary Guarantee • March 7th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”, and together with the Company (as defined below), the “Debtors”), in favor of the purchasers (including such purchasers’ successors, transferees and assigns, the “Purchasers”) signatory to the Purchase Agreement (as defined below).

Contract
Common Stock Purchase • August 4th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AMENDS AND RESTATES THE COMMON STOCK PURCHASE WARRANT ORIGINALLY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 5, 2008, BY AND BETWEEN BLUE HOLDINGS, INC., A NEVADA CORPORATION, AND THE PURCHASER NAMED THEREIN.

RECITALS
Employment Agreement • November 18th, 2005 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
SUBLEASE
Sublease • May 3rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
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FTC COMMERCIAL CORP. GUARANTY
Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TAVERNITI SO JEANS, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full and prompt payment and performance of all present and future liabilities, obligations and indebtedness of BLUE HOLDINGS, INC. (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities"). T

EXHIBIT 10.6 FTC COMMERCIAL CORP.
Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl
FTC COMMERCIAL CORP.
Factoring Agreement • March 23rd, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP. GUARANTY Los Angeles, California
Blue Holdings, Inc. • March 23rd, 2006 • Apparel & other finishd prods of fabrics & similar matl

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BLUE HOLDINGS, INC. and ANTIK DENIM, LLC (hereinafter collectively and individually referred to as "Guarantor") hereby unconditionally and irrevocably deliver this Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and irrevocably guarantee to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full and prompt payment and performance of all present and future liabilities, obligations and indebtedness of TAVERNITI SO JEANS, LLC (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of limitations or otherwise becomes unenforceable (individually a "

FTC COMMERCIAL CORP.
Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
Contract
Blue Holdings, Inc. • August 4th, 2008 • Apparel & other finishd prods of fabrics & similar matl • New York

THIS AMENDED AND RESTATED 8% SENIOR SECURED CONVERTIBLE NOTE AMENDS AND RESTATES THE 8% SENIOR SECURED CONVERTIBLE NOTE ORIGINALLY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 5, 2008, BY AND BETWEEN BLUE HOLDINGS, INC., A NEVADA CORPORATION, AND THE PURCHASER NAMED THEREIN.

BLUE HOLDINGS, INC. 8% SENIOR SECURED CONVERTIBLE NOTE
Blue Holdings, Inc. • March 7th, 2008 • Apparel & other finishd prods of fabrics & similar matl • New York

THIS NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Notes of Blue Holdings, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5804 East Slauson Avenue, Commerce, California 90040, designated as its 8% Senior Secured Convertible Notes (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

EXHIBIT 10.21 CONTINUING SECURITY AGREEMENT
Continuing Security Agreement • November 14th, 2006 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
FTC COMMERCIAL CORP.
Blue Holdings, Inc. • November 14th, 2006 • Apparel & other finishd prods of fabrics & similar matl • California
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