0001193805-08-002792 Sample Contracts

ANCILLARY AGREEMENT
Ancillary Agreement • November 5th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

Agreement dated as of October 10, 2008 by and among Blue Holdings, Inc., a Nevada corporation (“BH”), Paul Guez, the founder of BH (“Founder”), and Headgear, Inc., a Virginia corporation (“HG”). BH, Founder and HG shall be referred to individually as a “Party” and collectively as the “Parties.”

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LIMITED LIABILITY COMPANY AGREEMENT OF BLUE HOLDINGS HEADGEAR JV LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • November 5th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

AGREEMENT dated as of October __, 2008 by and among Blue Holdings Headgear JV LLC, a Delaware limited liability company (the “Company”), Blue Holdings, Inc., a Nevada corporation (“BH”) and Headgear, Inc., a Virginia corporation (“HG”).

JOINT VENTURE AGREEMENT
Joint Venture Agreement • November 5th, 2008 • Blue Holdings, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS JOINT VENTURE AGREEMENT (the “JV Agreement“) is made and entered into effective as of October 10, 2008 (the “Effective Date”), by and among Blue Holdings, Inc., a Nevada corporation (“BH”), Paul Guez, the founder of BH (“Founder”), and Headgear, Inc. , a Virginia corporation (“HG”). BH, Founder and HG shall be referred to individually as a “Party” and collectively as the “Parties.”

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