0000950133-04-001214 Sample Contracts

Contract
Advisory and Occupancy Services Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

Advisory and Occupancy Services Agreement (the “Agreement”) is made and entered into on May 29, 2003, but retroactively effective to January 1, 2001 (the “Effective Date”), by and between Associated Business Group, Inc., a Nevada corporation with an office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119 (“ABG”) and e-Smart Technologies, Inc., a Nevada corporation with an office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119 (the “Company”). The Company and ABG are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.

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EXCLUSIVE USE AND DISTRIBUTION AGREEMENT
Exclusive Use and Distribution Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations • Utah

This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the ____ day of _______, 2000, by and between e Smart Systems, Inc., a Nevada corporation with its principal office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada USA 89119 (hereinafter “eSSI”), and NEWCO, a Sino-foreign Joint Venture company formed under the laws of the People’s Republic of China (hereinafter “NEWCO”).

MUTUAL COOPERATION AGREEMENT
Mutual Cooperation Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

This Mutual Cooperation Agreement (the “Agreement”) made and entered into this 25th day of February, 2004 by and Between Daewoo International Corporation, a corporation duly organized under the laws of the Republic of Korea and having its principal place of business at 541 Namdaemunno 5-ga, Chung-gu, Seoul, Korea (“DWI”) and e-Smart Korea Inc., a corporation duly organized under the laws of the Republic of Korea and having its principal place of business at 642-9, Songchon B/D 9F, Yeoksam-dong, Gangnam-gu, Seoul, Korea (“e-Smart”) (hereinafter individually referred to as the “Party” and collectively referred to as the “Parties”.)

Contract
Research and Development Services Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

Research and Development Services Agreement (the “Agreement”) dated as of January 1, 2001 (the “Effective Date”), and reduced to writing on May 29, 2003, by and between Big Bang Technologies, Inc., a California corporation with an office at 1810 Old Oakland Road, Suite F, San Jose, California 95131 (“BBT”) and e-Smart Technologies, Inc., a Nevada corporation with an office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119 (the “Company”). The Company and BBT are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.

COOPERATION AGREEMENT
Cooperation Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

This Cooperation Agreement (this “Agreement”) is entered into by and among the following parties (together, the “Parties”) in Beijing in the People’s Republic of China (“China” or “PRC”) on February 27, 2004:

EXCLUSIVE USE AND DISTRIBUTION AGREEMENT Between INTERMARKET VENTURES, INC. & e SMART SYSTEMS, INC.
Exclusive Use and Distribution Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations • New York

This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the 1st day of September 2000, by and between Intermarket Ventures, Inc., a Utah corporation and eSmart Systems, Inc., a Nevada corporation, both with offices at 7225 Bermuda Road, Suite C, Las Vegas, Nevada USA 89119 (hereinafter “eSSI”).

Contract
Compensation Settlement and Employment Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

This Compensation Settlement and Employment Agreement (the “Agreement “) made as of this 15th day of November 2003, by and between e-Smart Technologies, Inc., a Nevada corporation with an office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119 (the “Company”) and Mary A. Grace, residing at 117 east 57th Street, Apt 24G, New York, New York 10022 (“Grace”). The Company and Grace are sometimes hereinafter individually referred to as a “Party” or collectively as the “Parties”.

EXCLUSIVE USE AND DISTRIBUTION AGREEMENT By & Between IVI SMART TECHNOLOGIES, INC. & e-SMART TECHNOLOGIES, INC.
Use and Distribution Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the 6th day of September 2001, by and between IVI Smart Technologies, Inc., a Delaware corporation (hereinafter “IVI”) and e-Smart Technologies, Inc., a Nevada corporation, both with offices at 437 Madison Avenue, 39th Floor, New York, New York 10022 (hereinafter “ESMT”).

EXCLUSIVE USE AND DISTRIBUTION AGREEMENT By & Between IVI SMART TECHNOLOGIES, INC. & e-SMART TECHNOLOGIES, INC.
Use and Distribution Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the 26th day of October 2001, by and between IVI Smart Technologies, Inc., a Delaware corporation (hereinafter “IVI”) and e-Smart Technologies, Inc., a Nevada corporation, both with offices at 437 Madison Avenue, 39th Floor, New York, New York 10022 (hereinafter “ESMT”).

MASTER TEAMING AGREEMENT
Master Teaming Agreement • March 30th, 2004 • E-Smart Technologies Inc • Pharmaceutical preparations

THIS MASTER TEAMING AGREEMENT (the “Agreement”) is made and entered into as of 27th day of February, 2004 by and between by and between SAMSUNG SDS CO., LTD., a corporation duly organized and existing under the laws of the Republic of Korea, having offices at 707-19, Yoksam-2-Dong, Gangnam-Gu, Seoul, Korea (“SDS”) and E-SMART KOREA INC., a corporation duly organized and existing under the laws of the Republic of Korea, having offices at with its office at at 642-9, Songchon B/D 9F, Yeoksam-dong, Gangnam-gu, Seoul, Korea (the “e-SMART”).

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