LIABILITY UNDERTAKING
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By this instrument executed June 30, 2006, Gateway Distributors, Ltd., a
Nevada corporation, (hereinafter "Gateway") covenants and agrees as follows:
1. Subject to the provisions of paragraph 3d of that certain Contract
for Sale of Business and Assets dated as of June 30, 2006 between Gateway and
Xxxxxxxx Distributing, L.L.C., a Utah limited liability company, EMS Business
Development, Inc., a California corporation, and Xxxxx X. Xxxxxxx (the
"Agreement") Gateway agrees to assume, pay, and discharge all debts, duties, and
obligations that appear, as of June 30, 2006 on the books of the business owed
and operated as a herbal and health food supplement distributing business by
Xxxxxxxx Distributing, LLC, located at 0000 Xxxxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx
00000, (the "Business Operations").
2. Subject to the provisions of paragraphs 3d of the Agreement, Gateway
further agrees to indemnify and hold Xxxxxxxx Distributing, L.L.C., EMS Business
Development, Inc., and Xxxxx X. Xxxxxxx free and harmless from any debt, duty or
obligation described in paragraph 1 above and from any suits, actions, or legal
proceedings brought to enforce or collect any such debt, duty, or obligation.
3. Gateway Distributors, Ltd., further agrees to so indemnify Xxxxxxxx
Distributing, L.L.C., EMS Business Development, Inc., and Xxxxx X. Xxxxxxx from
liability or expense due to obligations relating to the Business Operations
conducted by Gateway on or after June 30, 2006.
Dated as of June 30, 2006
GATEWAY:
Gateway Distributors, Ltd.
a Nevada corporation
By:
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Its:
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