Gateway Distributors LTD Sample Contracts

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AGREEMENT
Agreement • April 14th, 2004 • Gateway Distributors LTD • Services-business services, nec • Nevada
Among
Asset Purchase Agreement • February 21st, 2001 • Gateway Distributors LTD • Services-business services, nec
CONSULTING & MARKETING AGREEMENT BETWEEN DONALD HANSEN AND GATEWAY
Non-Qualified Stock Option Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
MARSHALL DISTRIBUTING, LLC AND EMS BUSINESS DEVELOPMENT, INC, BINDING LETTER OF INTENT ------------------------
Marshall Holdings International, Inc. • April 16th, 2007 • Services-business services, nec • Nevada
AGREEMENT
Agreement • April 14th, 2004 • Gateway Distributors LTD • Services-business services, nec • Nevada
COMMON STOCK PURCHASE WARRANT To Purchase 424,936 Shares of Common Stock of MARSHALL HOLDINGS INTERNATIONAL, INC.
Marshall Holdings International, Inc. • April 15th, 2008 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMHZN Master LDC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marshall Holdings International, Inc., a Nevada corporation (the “Company”), 424,936 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AGREEMENT ---------
Agreement • November 20th, 2006 • Gateway Distributors LTD • Services-business services, nec • Nevada
MARSHALL DISTRIBUTING, LLC AND EMS BUSINESS DEVELOPMENT, INC. BINDING LETTER OF INTENT ------------------------
Gateway Distributors LTD • September 14th, 2006 • Services-business services, nec • Nevada
AGREEMENT
Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • Nevada
SECURITY AGREEMENT
Security Agreement • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of October 31, 2007 (this “Agreement”), among D.L. Claire Capital, Inc. (“D.L. Claire”) and Marshall Holdings International, Inc. (the “Debtor”) and the holder or holders of the 12% Notes due May 1, 2008 in the original aggregate principal amount of $650,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).

Among
Asset Purchase Agreement • October 29th, 1999 • Gateway Distributors LTD • Nevada
AGREEMENT ---------
Gateway Distributors LTD • November 20th, 2006 • Services-business services, nec • Nevada
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.

WITNESSETH
Consulting Agreement • May 2nd, 2002 • Gateway Distributors LTD • Services-business services, nec • Illinois
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INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • California
AGREEMENT --------- BETWEEN ------- DAVID MASTRANGELO -----------------
Agreement • April 17th, 2006 • Gateway Distributors LTD • Services-business services, nec • Nevada
ASSET PURCHASE AGREEMENT by and among
Asset Purchase Agreement • October 29th, 1999 • Gateway Distributors LTD • Nevada
EXHIBIT 10.23 ENDORSEMENT AGREEMENT
Endorsement Agreement • April 14th, 2004 • Gateway Distributors LTD • Services-business services, nec • Nevada
TERMINATION OF LEASE AGREEMENT ------------------------------ The undersigned Lessor and Lessee hereby confirm that they have mutually terminated the month- to-month lease pertaining to the premises located at 3085 West Directors Row, Salt Lake City,...
Termination of Lease Agreement • September 14th, 2006 • Gateway Distributors LTD • Services-business services, nec

The undersigned Lessor and Lessee hereby confirm that they have mutually terminated the month-to-month lease pertaining to the premises located at 3085 West Directors Row, Salt Lake City, Utah.

RECITALS
Contract for Sale • April 16th, 2007 • Marshall Holdings International, Inc. • Services-business services, nec • California
PROPOSED CONSULTING & MARKETING AGREEMENT BETWEEN Chris Soule AND GATEWAY
Marketing Agreement • April 17th, 2006 • Gateway Distributors LTD • Services-business services, nec • Nevada
COMMON STOCK PURCHASE WARRANT To Purchase 1,200,063 Shares of Common Stock of MARSHALL HOLDINGS INTERNATIONAL, INC.
Common Stock Purchase Warrant • April 15th, 2008 • Marshall Holdings International, Inc. • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marshall Holdings International, Inc., a Nevada corporation (the “Company”), 1,200,063 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

RECITALS
Consulting Agreement • May 22nd, 2006 • Gateway Distributors LTD • 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.

ASSET PURCHASE AGREEMENT by and among
Asset Purchase Agreement • December 15th, 1999 • Gateway Distributors LTD • Services-business services, nec • Nevada
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