0001140361-07-007794 Sample Contracts

AGREEMENT
Distribution Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
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RECITALS
Consulting Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada

This Consulting Agreement (the "Agreement") is made and entered into this 1st day of March 2006, by and between Gateway Distributors, Ltd., a Nevada corporation ("GWDB"), whose principal place of business is 3220 Pepper Lane, Las Vegas, Nevada 89120, and Steve Hayden (the "Consultant") at 941 East Grand Cerritos Ave, Las Vegas, Nevada 89120.

INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • California
RECITALS
Consignment Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
ASSIGNMENT ---------- AND --- BILL OF SALE ------------ This instrument is executed as of June 30, 2006 by Marshall Distributing, L.L.C., a Utah limited liability company and EMS Business Development, Inc., a California corporation (hereinafter...
Assignment and Bill of Sale • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec

This instrument is executed as of June 30, 2006 by Marshall Distributing, L.L.C., a Utah limited liability company and EMS Business Development, Inc., a California corporation (hereinafter collectively "Assignor") and Gateway Distributors, Ltd., a Nevada corporation (hereinafter the "Assignee"):

AGREEMENT ---------
Binding Letter of Intent • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
CONSULTING & MARKETING AGREEMENT BETWEEN DONALD HANSEN AND GATEWAY
Consulting and Marketing Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
OPERATIONS & ASSETS NOTE ------------------------ (SECURED)
Operations & Assets Note • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec

This Note is secured by certain collateral (the Collateral) described in the Security Agreement and UCC-1 Financing Statement of even date herewith.

RECITALS
Contract for Sale of Business and Assets • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • California
CONSULTING AGREEMENT
Consulting Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
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