0000950152-07-009826 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • December 26th, 2007 • Guardian Zone Technologies Inc • Ohio

This Consulting Agreement (“Agreement”), made and entered into this 30th day of April, 2007, by and between Guardian Zone Technologies, Inc., a Delaware Corporation having its principal office at 17 Woodside Road, Chagrin Falls, Ohio 44023 (the “Company”) and Hoffman Electronics, Inc., an Ohio corporation, with offices at 33165 Cannon Road, Solon Ohio, 44139 (the “Consultant”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 26th, 2007 • Guardian Zone Technologies Inc • Ohio

This Assignment and Assumption Agreement (this ''Assignment’’) is made and entered into as of this 2nd day of October, 2007 by and between Guardian Zone Technologies, Inc., a Delaware corporation (hereinafter ''Assignor’’), and GZT, Inc., also a Delaware corporation (hereinafter ''Assignee’’), with reference to the following:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 26th, 2007 • Guardian Zone Technologies Inc • Ohio

This Assignment and Assumption Agreement (this ''Assignment’’) is made and entered into as of this 2nd day of October, 2007 by and between Guardian Zone Technologies, Inc., a Delaware corporation (hereinafter ''Assignor’’), and GZT, Inc., a Delaware corporation (hereinafter ''Assignee’’), with reference to the following:

LICENSE & TRANSFER AGREEMENT
License & Transfer Agreement • December 26th, 2007 • Guardian Zone Technologies Inc • Ohio

THIS LICENSE AND TRANSFER AGREEMENT (this “Agreement”) is effective as of April 15, 2007, by and between Caler & Company, Inc., an OHIO corporation (''LICENSOR’’), and Guardian Zone Technologies, Inc., a Delaware corporation (''LICENSEE’’).

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