Consent of Lender to Sale of Asset Sample Contracts

CONSENT OF LENDER TO SALE OF ASSET by P&S SPIRIT, LLC
Consent of Lender to Sale of Asset • August 1st, 2007 • New World Brands Inc • Communications equipment, nec

WHEREAS, P&S Spirit, LLC, a Nevada limited liability company, as lender (“Lender”), has entered into two loan agreements with New World Brands, Inc., a Delaware corporation, as borrower (“Borrower”), one dated March 29, 2007 (the “Term Loan”) and one dated May 31, 2007 (the “Credit Line,” and the Term Loan and Credit Line collectively the “Loans,” and the related loan agreements, promissory notes and related documentation the “Loan Agreements”).

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