Assignment and Bill of Sale between Marshall Distributing, L.L.C., EMS Business Development, Inc., and Gateway Distributors, Ltd.

Summary

Marshall Distributing, L.L.C. and EMS Business Development, Inc. (the Assignors) have agreed to sell and transfer all their rights, interests, and assets—including contracts, goodwill, leasehold interests, trade names, and other intangible assets—related to their herbal and health food supplement distribution business to Gateway Distributors, Ltd. (the Assignee). The agreement is effective as of June 30, 2006, and includes all assets listed in an attached schedule. This transfer is made in exchange for valuable consideration.

EX-10.8 9 ex10_8.txt EXHIBIT 10.8 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 collectively "Assignor") and Gateway Distributors, Ltd., a Nevada corporation (hereinafter the "Assignee"): For valuable consideration Assignor hereby sells, assigns and transfers to the Assignee all Assignor's right, title, and interest in and to all contracts, goodwill, leasehold interests, trade names and other intangible assets of that certain herbal and health food supplement distributing business operated by Marshall Distributing, L.L.C., located at 3085 Directors Row, Salt Lake City, UT 84104, specifically including but not limited to those described in Schedule I attached hereto. Dated as of June 30, 2006 ASSIGNOR: ASSIGNEE: Marshall Distributing, LLC, Gateway Distributors, Ltd. a Utah limited liability company a Nevada corporation By: By: --------------------------------- ----------------------------------- By: Its: --------------------------------- ------------------------------- EMS Business Development, Inc., a California corporation By: --------------------------------- By: --------------------------------- SCHEDULE I