0001354488-08-001603 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 9, 2008, by and between Baywood International, Inc., a Nevada corporation (the “Company”), and Eric Skae, an individual residing at c/o 60 Dutch Hill Road, #9 Orangeburg, NY 10962 (“Employee”).

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BILL OF SALE AND ASSIGNMENT
Bill of Sale and Assignment • September 15th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York

BILL OF SALE AND ASSIGNMENT, dated as of September 9th, 2008 (this “Bill of Sale and Assignment”), is from Skae Beverages International LLC, a Delaware limited liability company (“Seller”) to Baywood International, Inc., a Nevada corporation (“Baywood”) and Baywood New Leaf Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Baywood (“Buyer”) and Eric Skae (“Skae”) an individual.

ASSUMPTION AGREEMENT
Assumption Agreement • September 15th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York

THIS ASSUMPTION AGREEMENT, dated as of September 9th, 2008 (this “Agreement”), is by and between Baywood International, Inc., a Nevada corporation (“Baywood”), Baywood New Leaf Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Baywood (“Buyer”), Skae Beverages International, LLC, a Delaware limited liability company (“Seller”) and Eric Skae (“Skae”) an individual.

ASSET PURCHASE AGREEMENT by and among BAYWOOD INTERNATIONAL, INC., BAYWOOD NEW LEAF ACQUISITION, INC., SKAE BEVERAGE INTERNATIONAL, LLC and ERIC SKAE Dated as of September 9, 2008
Asset Purchase Agreement • September 15th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • Arizona
INTELLECTUAL PROPERTY ASSIGNMENT
Intellectual Property Assignment • September 15th, 2008 • Baywood International Inc • Medicinal chemicals & botanical products • New York

THIS ASSIGNMENT (this “Agreement”) is made effective as of this September 9, 2008, by and among, on the one hand, Baywood International, Inc., a Delaware corporation (the “Company”) and Baywood New Leaf Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “AcquisitionCo” and, with the Company, the “Assignee”), and, on the other hand, Skae Beverage International, LLC, a Delaware limited liability company (the “Seller”), with headquarters in New York, and Eric Skae, an individual residing at 60 Dutch Hill Road, Suite 9; Orangeburg, New York 10962 (“Skae” and, each individually and collectively with the Seller, the “Assignor”).

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