In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

EXHIBIT 10.1

                          BUSINESS AFFILIATE AGREEMENT

This  Business  Affiliate  Agreement   (Agreement)  dated  January  28,  2005, effective  as of October 15,  2004,  (Effective  Date) is entered  into by and between Dr. George D. Green (the Business Affiliate) and UNION DENTAL CORP., a Florida  corporation  (UDC)  (collectively,  Business Affiliate and UDC may be referred to collectively as the Parties and singularly as a (Party).

                                    RECITALS

     WHEREAS,  the Business  Affiliate  wishes to help further  UDC's mission of Managing  dental  offices,  whereby  Business  Affiliate  and UDC will  exchange confidential information (as defined below):

     NOW THEREFORE,  in consideration of the premises,  covenants and agreements and  the  mutual   promises   herein   made,   and  in   consideration   of  the representations,  warranties, and covenants herein contained, and for other good and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby acknowledged, the Parties hereto agree as follows:

                                    AGREEMENT

     1.  Definitions.  A  Confidential  Information@  shall  mean  any  and  all information  that a Party may reasonably  expect to remain  confidential and not shared with the general public at any time or that information that is protected by law.

     2.  Services.  It is anticipated  that the Business  Affiliate will provide services both for clients of the Business Affiliate and UDC that involve the use and disclosure of Confidential Information (the Services). Except as otherwise specified  herein,  the  Parties  may  make  any  and all  uses of  Confidential Information  necessary to perform the  Services.  Additionally,  the Parties may disclose Confidential  Information for the purposes authorized by this Agreement only (a) to its employees,  subcontractors  and agents,  in accordance with this Agreement,  or (b) as directed by the other Party.  The Parties  expressly agree that any and all uses or disclosures of the Confidential  Information by a Party will be done in accordance  with the terms of this  Agreement and the provisions of all applicable federal and state laws and regulations.

     3.  Responsibilities  of  the  Parties.  With  regard  to  its  use  and/or disclosure  of  Confidential  Information,  each Party  hereby  agrees to do the following:

          a. Use and/or disclose the Confidential  Information only as permitted      or required by this Agreement or as otherwise required by law;

                                        1

          b. Report to the other Party, in writing, any use and/or disclosure of      the  Confidential  Information  that is not  permitted  or required by this      Agreement of which a Party  becomes aware within five (5) days of a Party=s      discovery of such unauthorized use and/or disclosure;

          c.  Use  appropriate  safeguards  to  maintain  the  security  of  the      Confidential  Information and to prevent unauthorized use and/or disclosure      of such Confidential Information;

          d. Require all of its employees,  representatives,  subcontractors  or      agents that receive or use or have access to Confidential Information under      this Agreement to agree in writing to adhere to the same  restrictions  and      conditions on the use and/or  disclosure of Confidential  Information  that      apply  herein,   including   the   obligation  to  return  or  destroy  the      Confidential Information as provided under paragraph g of this Section 3.

          e. Make available,  during normal business hours, at a Party=s offices      all records, books, agreements, policies and procedures relating to the use      and/or  disclosure  of  Confidential  Information  that is  subject to this      Agreement,  to the other  Party  within ten (10) days of a Party's  written      request,  for the purpose of  enabling a Party to verify the other  Party=s      compliance with the terms of this Agreement;

          f. Within  fifteen  (15) days of  receiving a written  request  from a      Party,  provide to the other Party such  information  as is  requested by a      Party to permit the other  Party to  respond  to a request  by the  subject      individual for amendment and accounting  purposes of the disclosures of the      individual=s Confidential Information;

          g.  Return to a Party or  destroy,  as  requested  by a Party,  within      fifteen (15) days of the  termination of this Agreement,  any  Confidential      Information  provided  to such  Party and in its  possession  and retain no      copies or back-up tapes;

          h. Parties agrees to mitigate, to the extent practicable,  any harmful      effect  that is  known to a Party of a use or  disclosure  of  Confidential      Information by a Party in violation of the requirements of this Agreement;

          i. To inform a Party of any  changes  in the form of notice of privacy      practices  that the other  Party  provides to  individuals  and provide the      Party a copy of the notice currently in use; and

          j. To  inform  the Party of any  changes  in, or  withdrawal  of,  the      consent  or  authorization   provided  to  a  Party  by  individuals  whose      Confidential Information may be used and/or disclosed by a Party under this      Agreement.

                                        2

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





     4. Mutual  Representation and Warranty.  Each Party represents and warrants to the  other  Party  that all of its  employees,  agents,  representatives  and members of its work force,  whose  services  may be used to fulfill  obligations under this  Agreement,  are or shall be  appropriately  informed of the terms of this  Agreement  and are  under  legal  obligation  to  comply  fully  with  all provisions of this Agreement.

     5. Term and Termination.

          a. Term. This Agreement  shall become  effective on the Effective Date      and shall  continue in effect until  either  Party  informs the other Party      with thirty (30) day prior written notice of termination of this Agreement.

          b. Termination.  UDC may immediately  terminate this Agreement without      notice  and any  related  agreement  if it  determines  that  the  Business      Affiliate  has breached a material  provision  of this  Agreement or if the      activities  contemplated under this Agreement will result in a violation of      any federal or state law or if such Services  would,  in the opinion of UDC      and its counsel. Alternatively, UDC may choose to: (i) provide the Business      Affiliate  with ten (10) days written notice of the existence of an alleged      material breach;  and (ii) afford the Business  Affiliate an opportunity to      cure said alleged material breach upon mutually agreeable terms. Failure to      cure in the manner set forth in this paragraph is grounds for the immediate      termination of the Agreement.

          c. Effect of Termination.  Upon termination of this Agreement, for any      reason, each Party hereto shall return to the other Party, or destroy,  all      of such Party's  Confidential  Information  in the  possession of the other      Party.  This provision shall apply to Confidential  Information  that is in      the possession of  subcontractors or agents of each Party. Each Party shall      retain no copies of the Confidential  Information of the other Party except      as may be required by law.

     6. Indemnification.  The Parties hereby covenant and agree to indemnify and hold harmless each other, it's agents and  representatives  from and against any and all losses, costs, expenses, liabilities, claims, demands, judgments and its settlements  of every  nature that are actually  incurred by a Party,  including without limitation reasonable attorney's fees for pre-trial,  trial,  appellate, judgment,  post-judgment,  execution, and alternative dispute resolution,  which arise out of any use or disclosure of Confidential  Information not specifically permitted by this  Agreement  or arise out of the services  rendered by Business Affiliate.  The provisions of this Paragraph 6 shall survive the  termination of this Agreement for whatever reasons whatsoever.

     7. Miscellaneous.

          a.  Survival.  The  respective  rights  and  obligations  of  Business      Affiliate  and UDC under the  provisions  of  Sections  3(g)  [Responsibilities of the Parties] and 3(h)  [Responsibilities of the Parties] and 6      shall survive the termination of this Agreement indefinitely.

                                        3

          b. Amendment. This Agreement may not be modified or amended, except in      writing as agreed to by each Party.

          c. No Third Party  Beneficiaries.  Nothing  express or implied in this      Agreement is intended to confer, nor anything herein shall confer, upon any      person other than the Parties hereto any rights, remedies,  obligations, or      liabilities whatsoever.

          d.  Notices.  All  notices or  communications  required  or  permitted      pursuant  to the terms of this  Agreement  will be in  writing  and will be      delivered in person or by means of certified or  registered  mail,  postage      prepaid, return receipt requested, to such Party at its last known address,      or such other person or address as such Party may specify by similar notice      to the other Party hereto or by telephone  facsimile  with a hard copy sent      by mail on the next  business  day.  All such  notices will be deemed given      upon delivery if delivered by hand, on the third business day after deposit      with the U.S. Postal  Service,  and on the first business day after sending      it by facsimile.

          e. Relationship of the Parties. It is expressly  understood and agreed      that (i) in the performance of Services under this Agreement,  the Business      Affiliate shall at all times act as an independent  contractor with respect      to UDC and not as an employee or agent of UDC and (ii) nothing contained in      this Agreement  shall be construed to create a joint venture,  partnership,      association  or  other  affiliation,  or  like  relationship,  between  the      Parties,  it being  specifically  agreed that the relationship is and shall      remain  that  of  independent   Parties  to  a  contractual   relationship.      Accordingly,  UDC shall  neither have nor exercise any specific  control or      direction over the particular  methods by which Business Affiliate performs      services  required by this  Agreement.  In no event shall  either  Party be      liable  for the debts or  obligations  of the  other,  except as  otherwise      specifically provided in this Agreement. Neither Party shall have any claim      under this Agreement or otherwise against the other Party for vacation pay,      paid  sick  leave,   retirement   benefits,   social   security,   worker=s      compensation, health, disability,  professional malpractice or unemployment      insurance  benefits,  or other employee  benefits of any kind. Based on the      foregoing, (i) Business Affiliate will not be treated as an employee of UDC      for Federal tax  purposes;  (ii) UNION DENTAL  CORP.,  will not withhold on      behalf  of  Business  Affiliate  any  sums  for  income  tax,  unemployment      insurance,  social security or any other withholding pursuant to any law or      requirement of any  government  body, or make available any of the benefits      afforded to employees of UDC (iii) all of such  payments,  withholdings  or      benefits due any governmental agency, if any, are Business Affiliate=s sole      responsibility;  and  (iv)  Business  Affiliate  will  indemnify  and  hold      harmless UDC from any and all loss or liability arising from his failure to      make  such  payments,  withholds  and  benefits,  if any.  In the event the      Internal Revenue Service or any other  governmental  agency should question      or challenge the Business  Affiliate=s  independent  contractor status, the      Parties  hereby agree that both  Business  Affiliate and UDC shall have the      right to participate in any discussions or negotiations

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





                                        4

     occurring with such agency or agencies,  regardless of with whom or by whom      such discussions or negotiations are initiated.

          f. Business  Affiliate  acknowledges  that the Business  Affiliate has      read,  understood  and accepted the terms and  conditions in UDC's Business      Affiliate manual, the terms and conditions of which are hereby incorporated      into this agreement by reference.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be signed as of the date and year first above written.

                                 Business Affiliate

                                 --------------------------------

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:                                  --------------------------------

                                 UNION DENTAL CORP.

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:CEO and President                                  --------------------------------

udc-8ka_ex10baa1.doc

                                                       5

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
3636

Promotion Agreement Between                     PageMaster Corporation and Go Call, Inc.

                                    AGREEMENT                                     ---------

        This Promotion Agreement (herein Agreement) dated March 12,1999, by and between Go Call, Inc. (herein Go Call) located at 15 Queen Street East, Cambridge Ontario, Canada N3C2A7 and PageMaster Corporation located at 100 E. Thousand Oaks Blvd. Suite 297, Thousand Oaks, CA 91360, shall set forth the Terms and conditions pursuant to which Go Call and PageMaster Corporation shall create a promotion as more fully described below.

        WHEREAS, Go Call seeks to increase its sales and website activity; and         WHEREAS. PageMaster Corporation seeks to promote the contracting of         paging service to clients;         NOW THEREFORE, Go Call and PageMaster Corporation in consideration of         the mutual obligations set forth herein and other good and valuable         consideration, the receipt and sufficiency of which the parties         acknowledge, hereby agree as follows:

1.      Description of the Promotion         ----------------------------

        PageMaster Corporation in conjunction with Go Call, shall offer free new Motorola Wordline Alphanumeric (or equal) pagers with no activation fee to all customers responding to this promotion who purchase twelve (12) months of numeric paging and airtime products and services from PageMaster Corporation (Purchase Customers).

2.      Consumer Cost Description         -------------------------

        Each Purchase Customer will be required to purchase twelve months of local numeric airtime at a rate of $10.33 per month through a designated nationwide airtime provider, prepaid in advance. The purchased airtime shall be non-refundable to the consumer. Additionally, Purchase Customers will be required to pay for shipping and handling costs and applicable sales taxes based on their locations.

3.      Term         ----

        This promotion shall begin on June 1,1999 and shall terminate June 1, 2000 (herein Term) This term shall be extended for a 1 year period provided 3000 pagers per month are distributed to Purchase customers.

4.      Responsibilities of PageMaster Corporation         ------------------------------------------

        PageMaster Corporation shall be responsible for providing the following:

        a.     For Purchase Customers to participate in the promotion,                PageMaster Corporation shall establish and maintain a toll-free                telephone number for this promotion beginning June 1,1999 and                continuing until September 1, 2000 unless otherwise requested by                Go Call and agreed upon by PageMaster Corporation.

        b.     PageMaster Corporation shall provide a minimum of 100,000 up to                500,000 pagers for the fulfillment of this promotion to all                Purchase Customers who prepay their annual airtime.

        c.     PageMaster Corporation shall be responsible for all fulfillment                obligations of this promotion relating to paging services,                including, but not limited to, timely delivery of pagers, paging                services, defective goods handling, subcontracting, deadlines,                and handling of consumer and regulatory inquiries and complaints.

        d.     PageMaster Corporation will contract with a nationwide airtime                service provider to fulfill and to ship Purchasing Customer                orders direct to the Purchase Customers to fulfill this promotion                in a timely manner. PageMaster Corporation has chosen for the                purpose of this promotion, MetroCall Inc. to provide pager and                airtime services where the nationwide airtime service provider                has the facilities and the requisite governmental authority to                provide such services. All Purchase Customers shall become                customers of the nationwide airtime service provider. The                nationwide airtime service provider shall be allowed to market                additional pagers arid enhanced services to all Purchase                Customers, and to charge for over-calls with respect to any                account with a Purchase Customer. The nationwide airtime service                provider shall be able to discontinue or terminate service to any                Purchase Customer in accordance with the terms of the contract                between the nationwide airtime service provider and the Purchase                Customer. Notwithstanding the foregoing, PageMaster Corporation                shall remain solely responsible for the fulfillment of all                services and obligations set forth in this Agreement.

        e.     PageMaster Corporation shall not engage in the same or similar                promotion with any other On-Line Casinos from June 1, 1999                through June 1, 2000.





        f.     PageMaster Corporation will provide at no charge programming                software that will allow Go Call to broadcast any and all                messages of 125 characters or less to all Go Call consumers who                have redeemed pagers on this promotion.

5.      Responsibilities of Go Call         ---------------------------

        a.     Go Call shall prepare and distribute at its own expense, all                advertising materials to be used for this promotion.

        b.     Go Call, shall submit in advance, all artwork and advertising to                PageMaster Corporation for approval as provided in Paragraph 8.

        c.     Go Call shall not engage in the same or similar promotions during                the Term of this Agreement with any other entity providing paging                services, equipment or other related products and services.

6.      Payment Made As Deposit On Pagers         ---------------------------------

        Upon the execution of this Agreement, Go Call shall forward to PageMaster Corporation a deposit in the sum of $100,000.00 to secure the availability of 100,000 pagers to all Purchase Customers who prepay their annual airtime for this promotion. The deposit is non-refundable except as follows:

        a.     PageMaster Corporation shall refund to Go Call, $1.00 per pager                on all pagers delivered to Purchase Customers pursuant to this                promotion (net return) up to the maximum refund of $100,000.00.

        b.     On the last day of each month, the refund of Go Call's portion of                the deposit shall be calculated by PageMaster Corporation for the           &bbsp;    prior month and will be forwarded to Go Call by check, along with                an extended accounting of all pagers and customers until                September 1, 2000, unless otherwise instructed by Go Call. Go                Call, upon ten (10) days written notice, shall have the right to                examine the books and records of PageMaster Corporation to verify                the sales resulting from this promotion. Such examination shall                be made at the regular place of business of PageMaster                Corporation where such books and records are maintained during                normal business hours and shall be conducted at Go Call's expense                by a certified public accountant or other Go Call executive so                designated by Go Call.

7.      Co-Op Marketing Funds         ---------------------

        PageMaster Corporation shall pay to Go Call, Co-Op Marketing funds for the promotion. PageMaster Corporation will pay Go Call $3.00 per pager (beginning with pager # 1) and 5% of all airtime renewal revenue for each pager redeemed for this promotion consistent with the terms of paragraph 6b of this Agreement.

8.      Representation and Warranties         -----------------------------

        PageMaster Corporation warrants and represents that it has a license to advertise and use the trademarks, logos, etc. of Motorola, Inc., PageMaster Promotions and such other third parties as may be necessary to advertise this promotion. At least sixty (60) days prior to the commencement of the promotion, PageMaster Corporation in its sole discretion shall have the unconditional right to approve the accuracy of the description of the pager promotion and use of corporate logos and photographs and descriptions of products and services provided by designated airtime carriers or any third parties participating in the promotion; in the event of disapproval, Go Call shall not proceed with the promotion until the revised artwork or presentation is subsequently approved by PageMaster Corporation in writing. Upon termination or expiration of this Agreement, Go Call agrees not to use or advertise any trademarks, logos or other property rights of PageMaster Corporation or any third parties participating in the promotion. Any advertising, artwork, presentation, or other promotional activities (collectively Advertising) concerning the pager Promotion not pre-approved in writing by PageMaster Corporation shall be deemed to be unauthorized by PageMaster Corporation and shall constitute a breach of this Agreement. In addition to the duty to indemnify PageMaster Corporation as provided in Paragraph 9 hereof, Go Call shall also have the duty to indemnify Motorola, Inc. or any affiliated entity from and against any and all claims, expense, suits or demands arising from such unauthorized Advertising by Go Call, or its agent, affiliate, licensee, franchisee or any other third party.

9.      Indemnity         ---------

        Each party shall indemnify and hold harmless the other from any loss or damages, including reasonable attorneys' fees incurred by the other because of claims, suits or demands based on personal injury, death or property damage or third party claims, suits or demands of any kind to the extent such loss or damage is caused by or results from the negligent or willful acts or omissions of the other or its employees or agents, including but not limited to the unauthorized use of the trademark, logos, or other property of third parties without the consent and approval of PageMaster Corporation. PageMaster Corporation's participation in the promotion does not constitute an endorsement of the products or services of Go Call nor does Go Call's participation in the promotion constitute an endorsement of PageMaster Corporations or any third party's products or services.





10.     Force Majeure         -------------

         Neither party will be responsible for any delay or failure in performance of any part of&bbsp;this Agreement to the extent that such delay or failure is caused by any event beyond its control, which may include, but not be limited to, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, and acts of God (Conditions). If any such Condition occurs, the party delayed or unable to perform shall promptly give notice to the other party and, if such Condition remains at the end of thirty (30) days thereafter, the party affected by the other party's delay or inability to perform may elect to terminate or suspend this Agreement or part thereof, and resume performance of this Agreement once the Condition ceases, with an option for the affected party to extend the period of this Agreement up to the length of time the Condition endured. PageMaster Corporation make no warranties, either express or implied, concerning the pagers or the transmission of pages by the airtime service provider, including warranties of merchantability or fitness for particular purpose. The parties agree that

PageMaster Corporation shall not be liable for service interruptions in the telecommunications industry, capacity constraints or related problems, or for any act or omission of any other entity furnishing products or services to PageMaster Corporation. PageMaster Corporations' liability shall in no event exceed an amount equivalent to the amounts received by PageMaster Corporation hereunder.

11.     Choice Of Law         -------------

        This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflicts of law principles, and will, to the maximum extent practicable, be deemed to call for performance in Los Angeles County, California. Los Angeles County, California shall be the sole and exclusive venue for any litigation or dispute resolution relating to or arising out of the Agreement. To seek or receive indemnification hereunder (i) the party seeking indemnification must have properly notified the other party of any claim or litigation of which it is aware to which the indemnification relates; and the party seeking indemnification must have afforded the other the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation.

12.     Dispute Resolution         ------------------

        a.     The parties desire to resolve disputes arising out of this                Agreement without litigation. Accordingly, except for an action                seeking a temporary restraining order or injunction related to                the purposes of this Agreement, or a suit to compel compliance                with this dispute resolution process, the parties agree to use                the following alternative dispute resolution procedure as their                sole remedy with respect to any controversy or claim arising out                of or relating to this Agreement or its breach.

        b.     At the written request of a party, each party shall appoint a                knowledgeable, responsible representative to meet and negotiate                in good faith to resolve any dispute arising under this                Agreement. The parties intend that these negotiations be                conducted by non-lawyer, business representatives. The                discussions shall be left to the discretion of the                representatives. Upon agreement, the representatives may utilize                other alternative dispute resolution procedures such as mediation                to assist in the negotiations. Discussions and correspondence                among the representatives for purposes of these negotiations                shall be treated as confidential information developed for                purposes of settlement, exempt from discovery and production,                which shall not be admissible in the arbitration described below                or in any lawsuit without the concurrence of all parties.                Documents identified in or provided with such communications,                which are not prepared for purposes of the negotiations, are not                so exempted and may, if otherwise admissible, be admitted in                evidence in the arbitration or lawsuit.

        c.     If the negotiations do not resolve the dispute within sixty (60)                days of the initial written request, the dispute shall be                submitted to binding arbitration by a single arbitrator pursuant                to the Commercial Arbitration Rules of the American Arbitration                Association. A party may demand such arbitration in accordance                with the procedures set out in those rules. Discovery shall be                controlled by the arbitrator and shall be permitted to the extent                set out in this Section. Each party may submit in writing to a                party, and that party shall so respond, to a maximum of any                combination of thirty-five (35) (none of which may have subparts)                of the following: interrogatories, demands to produce documents                and requests for admission. Each party is also entitled to take                the oral deposition of one (1) individual of another party.                Additional discovery may be permitted upon mutual agreement of                the parties. The arbitration hearing shall be commenced within                sixty (60) days of the demand for arbitration and the arbitration                shall be held in Los Angeles, CA. The arbitrator shall control                the scheduling so as to process the matter expeditiously. The

               parties may submit written briefs. The arbitrator shall rule on





               the dispute by issuing a written opinion within thirty (30) days                after the close of hearings. The times specified in this                paragraph may be extended upon mutual agreement of the parties or                by the arbitrator upon a showing of good cause. Judgment upon the                award rendered by the arbitrator may be entered in any court                having jurisdiction.

        d.     Each party shall bear its own cost of these procedures. A party                seeking discovery shall reimburse the responding party the cost                of production of the documents (to include search time and                reproduction time costs). The parties shall equally share the                fees of the arbitration and the arbitrator.

13.     Notices         -------

        Any notice or demand given to either party under the Terms of this Agreement or pursuant to statute shall be in writing and shall be given or made by telegram, facsimile transmission, certified or registered mail, express mail or other overnight delivery service or hand delivery, proper postage or other charges prepaid and addressed or directed to the respective parties as follows:

PAGEMASTER CORPORATION 100 E. Thousand Oaks Blvd. Suite 297 Thousand Oaks, CA 91360 ATTN:    Marc Resnick, CEO

GO CALL, INC. 15 Queen Street East Cambridge Ontario, Canada N3C2A7 ATTN:    Ian Smith, President

         Such notice or demand shall be deemed to have been given or made when actually received or seventy-two (72) hours after being sent, whichever occurs first. The address for notice set out above may be changed at any time by giving thirty (30) days prior written notice in the manner above.

14.     Agreement Expiration         --------------------

        Unless this Agreement is signed by an authorized representative of Go Call and a signed copy delivered in person by mail or facsimile and personally received by an authorized representative of PageMaster Corporation by 12:01 p.m. PST, on or before March 26, 1999, this Agreement shall be deemed terminated and shall be of no further force or effect and the parties shall have no liability to one another. At PageMaster Corporation's option, an additional agreement(s) may be prepared to further negotiate this or similar promotions with Go Call.

15.     Entire Agreement         ----------------

        This Agreement represents the entire agreement and understanding of the parties hereto with respect to its subject matter hereof, and supersedes all previous representations, understandings or agreements between the parties hereto. No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith.

16.     Nonwaiver         ---------

        Either parties failure to enforce any of the provisions of this Agreement shall in no way be deemed to affect the validity of this Agreement.

17.     Counterparts         ------------

        This Agreement may be executed in duplicate counterparts, all of which together shall constitute a single instrument, and each of which shall be deemed an original of this Agreement for all purposes.

18.     Successors and Assigns         ----------------------

        This Agreement shall be binding upon, and shall inure to the benefit of the successors, heirs, administrators, trustees and assigns of the parties.

19.     Confidentiality         ---------------

        The parties acknowledge that preparation for and execution of the promotion necessitates the exchange of confidential and proprietary information relating and belonging to the parties to this Agreement, as well as to other third parties integral to the promotion, including, without limitation, the pager manufacturer and the airtime supplier (herein Information). Each party agrees (1) to review, examine, inspect, obtain or utilize the information only for the purpose of this promotion, (2) to otherwise hold such Information strictly confidential, (3) to prevent the disclosure of such Information to nonessential third parties without a need to know, and (4) to insure that each party's employees, agents and representatives and those of any integral third party understand and are bound by the confidentiality obligations of this Agreement. Each party shall indemnify the other party with respect to any loss or damage arising from the unauthorized disclosure or use of the Information by their respective employees, agents and representatives, or by those of any third





party to whom such Information was disclosed. The agreements contained in this Paragraph shall survive the expiration, or termination of this Agreement. The panics hereby agree that subsequent to the expiration or termination of this Agreement, each party consents to the other party's use of its name only in connection with advertising to their respective trade or industry.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth below.

                                                GO CALL, Inc.

        Dated:  3/13/99                         By:  /s/ Michael Ruge                -------------------      &sbsp;           ----------------------------                                                      Michael Ruge

                                                PAGEMASTER CORPORATION

        Dated:  3/13/99                         By:  /s/ Marc B. Resnick                -------------------                  ----------------------------                                                      Marc B. Resnick                                                      CE0 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
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EXHIBIT 10.3 SUPPLY AGREEMENT This Agreement (the Agreement), is made by and between EWSD 1, LLC, d/b/a/ SHI FARMS (Shi Farms), a Delaware limited liability company and Gridiron BioNutrients, Inc, a Nevada Corporation (Gridiron) , each individually a Party, and collectively, the Parties. WHEREAS Shi Farms grows industrial hemp and wishes to sell hemp biomass (Product); and Gridiron wishes to purchase Product from Shi Farms; and Both Parties acknowledge that Shi Farms is the owner of the Product as defined below; and Shi Farms is willing to sell Product to Gridiron and Gridiron desires to acquire in accordance with the terms and conditions set forth below. NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Products and Payments A. Product. Shi Farms agrees to sell Product and Gridiron agrees to purchase 30,000 lbs. of hemp biomass (Biomass) from Shi Farms. Biomass must contain a minimum of six percent (6%) total Cannabidiol (CBD/and or CBDA) and all Biomass must have less than three percent (3%) total TCH content. The Biomass must contain no contaminates that are above acceptable industry standards for processing Biomass including but not limited to: Mold and Mildew; Non- Hemp Plant Material; Soil; Insects; Rodent Droppings; Wet or Rotting Material; Heavy Metals; Residual Pesticides or Herbicides; Bacteria. B. Pricing. Both Parties mutually agree that the Purchase Price of the Product is determined on a $5.00 per pound basis for a total cost of one hundred fifty thousand dollars ($150,000). C. Certificate of Analysis (COA). Both Parties agree that CBD potency numbers are determined by a third-party lab according to standard testing protocol which was provided by the seller. Buyer may take their own samples (Product Samples) for testing as well. D. Payment. Both Parties agree that once the Parties have agreed to transaction which includes the purchase and sale of the Product that the Buyer will remit payment upon execution of this agreement. E. Quarantine. Once the payment has been received, Shi Farms will use its best efforts to quarantine product to ensure safe keeping of the Product until delivery date as agreed by the Parties. F. Delivery. Product Samples. The point of delivery of the Product Samples shall be a laboratory determined by Gridiron, if Gridiron determines that third party analysis of the Biomass is required for processing. Shi Farms shall be responsible to ship the Product Samples to the designated laboratory. Biomass. Shi Farms shall be responsible for delivery of the Biomass to the processor determined by Gridiron, in good form as described above A. Product.

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2. Term and Termination. A. Termination. Either Party may terminate this Agreement at any time prior to delivery of the Product. 3. Indemnification. Gridiron and affiliated parties shall indemnify and hold Shi Farms harmless from any claims, losses, actions, damages, liabilities, taxes , obligations, fines, proceedings, deficiencies and out of pocket costs and expenses (including but not limited to attorneys' fees and disbursements) without limitation resulting from or arising out of any inaccuracy or breach of any representation or warranty; any non-performance or any obligation incurred by Gridiron and its affiliated parties. If any claim or legal proceeding is filed by a third party, prompt notice is required by the one to the other. 4. Notices. All notices required or permitted under this Agreement must be in writing and delivered by email or personal delivery on the date sent; or if my facsimile on the date sent; or if by certified US mail on the third business day following such mailing; or if by overnight courier, on the next business day. Shi Farms:214 39t h Lane Pueblo, CO 81006 ATTN: Steven Turetsky Gridiron: 1119 West 1st Ave - Suite G Spokane, WA 99021 ATTN: Tim Orr 5. Entire Agreement. A. Amendment, Waiver, Assignment. This Agreement may not be waived, amended or assigned without an agreed written and signed document, signed by both Parties. B. Governing Law. This Agreement and any amendments thereto shall be construed according to the laws of the State of Colorado without regard to conflicts of law principles and any disputes hereunder shall be litigated in a state court in Colorado. C. Confidential Information. In the course of performing their respective obligations, each party will enter into possession of information of the other party which the Parties wish to protect and deem Confidential Information. This will include all Intellectual Property, processes, pricing, and any information that is marked confidential. When the Agreement ends, each party shall return all copies of any such information to the other and take every reasonable measure to preclude its representatives from sharing or keeping such information. Failure to do so shall constitute a material breach of this Agreement with all rights and remedies available to the party whose material has been Disclosed. D. Counterparts and Severability. This document may be signed in counterparts which, when taken together, constitute the whole. Should any provision of this Agreement deemed unenforceable and thus stricken, the remainder of the Agreement remains in full force and effect upon both parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date below. EWSD 1, LLC d/b/a Shi Farms Gridiron BioNutrients, Inc. BY: /s/ Thomas A. Gallo BY: /s/ Timothy S Orr Date: 1/26/2020 Date: 1/27/2020 Name: Thomas A. Gallo Name: Timothy Orr- President Title: Executive Director 3 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

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