RECITALS:Employment Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
Exhibit 10.10 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") entered into at Beachwood, Ohio, this 1st day of February 2002, by and between EMPYREAN BIOSCIENCE, INC. (the "Company") and BENNETT...Employment Agreement • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 4.8 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Empyrean Bioscience Inc • June 22nd, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
BETWEENDistribution Agreement • November 16th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
WITNESSETH:Securities Purchase Agreement • August 8th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into as of October 1, 1999 by and between The Coleman Company, Inc. ("COLEMAN"), a Delaware corporation, with an office at 3600 N. Hydraulic, P.O. Box 2931, Wichita, Kansas...License Agreement • November 16th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
IBC-EMPYREAN, L.L.C. OPERATING AGREEMENT TABLE OF CONTENTSOperating Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") entered into this 9th day of August, 2000 ("Effective Date") by and between Empyrean Bioscience, Inc. ("Empyrean"), a Wyoming corporation, having an office at 23800 Commerce Park Road, Suite...Settlement Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
OFEmpyrean Bioscience Inc • April 16th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT, dated as of August 9, 2000, by and between, Empyrean Bioscience, Inc., a Wyoming corporation (the "Company"), and International Bioscience Corporation, a Florida corporation (the...Nonqualified Stock Option Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
1 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is being entered into as of February 3, 2001, by and between Douglas G. Furth ("Consultant") and Empyrean Bioscience, Inc. ("Company"), whereby the Company has agreed to...Consulting Agreement • March 28th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
BETWEENJoint Venture Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
TRADEMARK LICENSE FROM IBC TO EMPYREAN (for sales of Licensed Products in US) TRADEMARK LICENSE FROM IBC TO EMPYREAN This License Agreement (the "Agreement") made as of the 9th day of August, 2000 ("the Effective Date") by and among INTERNATIONAL...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
ARTICLE IEmpyrean Bioscience Inc • June 22nd, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 3, 2001, by and among EMPYREAN BIOSCIENCE, INC., a Delaware corporation, with its principal office located at 23800 Commerce Park Road,...Registration Rights Agreement • August 8th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXHIBIT 4.9 SECURITY AGREEMENT 1. IDENTIFICATION. This Security Agreement (the "Agreement"), dated for identification purposes only June 11, 2001, is entered into by and between Empyrean Bioscience, Inc., a Delaware corporation ("Debtor" or...Security Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
OFEmpyrean Bioscience Inc • August 14th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
RECITALSIndemnification Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
LICENSE AGREEMENT FROM IBC TO EMPYREAN (for sales of Licensed Products in the U.S.) LICENSE AGREEMENT FROM IBC TO EMPYREAN This License Agreement (the "Agreement") made as of the 9th day of August, 2000 ("the Effective Date") by and among...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Exhibit 10.31 [Gruntal & Co. LLC Letterhead] November 15, 2001 STRICTLY PRIVATE ---------------- AND CONFIDENTIAL ---------------- Richard Adamany President & CEO Empyrean Bioscience, Inc. 23800 Commerce Park, Suite A Cleveland, OH 44122 Dear Mr....Empyrean Bioscience Inc • April 16th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT A --------- PLAN OF MERGERPlan of Merger • March 30th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 10.27 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Empyrean Bioscience, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, Secured 8% Convertible...Subscription Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
ARTICLE IEmpyrean Bioscience Inc • November 9th, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
PUT AGREEMENT PUT AGREEMENT, dated of August 9, 2000, by and between Empyrean Bioscience, Inc., a Wyoming corporation (the "Empyrean"), and International Bioscience Corporation, a Florida corporation ("IBC"). WITNESSETH: WHEREAS, Empyrean and IBC are...Put Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
RECITALSSub-License Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
NOTEEmpyrean Bioscience Inc • August 14th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
TRADEMARK LICENSE FROM EMPYREAN TO IBC-EMPYREAN LLC (for sales of Licensed Products worldwide with the exception of Brazil and US) TRADEMARK LICENSE FROM EMPYREAN TO IBC-EMPYREAN LLC This License Agreement (the "Agreement") made as of the 9th day of...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
VOID AFTER 5:00 P.M., NEW YORK TIME ON ____________, 2001 WARRANT TO PURCHASE _____________ SHARES OF COMMON STOCK ------------------------------------------ -------------------------------------- WARRANT TO PURCHASE COMMON STOCKEmpyrean Bioscience Inc • March 30th, 2000 • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
EXECUTION COPY RESTATED REIMBURSEMENT AND SECURITY AGREEMENT REIMBURSEMENT AND SECURITY AGREEMENT dated January 16, 2002, made by EMPYREAN BIOSCIENCE, INC., a Delaware corporation with its principal place of business at 23800 Commerce Park Rd., Suite...Reimbursement and Security Agreement • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
AGREEMENT AND ASSIGNMENT OF DISTRIBUTION RIGHTS THIS AGREEMENT AND ASSIGNMENT OF DISTRIBUTION RIGHTS (the "Assignment") is made and entered into as of the 31st day of August, 1998, by and among GEDA International Marketing Company Limited ("GIMCO")...Requirements Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT By and Among Global Strategic Holdings, Ltd. Successway Holdings Limited Lampton, Inc. Turbo International Ltd.Convertible Debenture and Warrant Purchase Agreement • October 1st, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release ("Agreement") is made and entered into between Stephen D. Hayter, 7025 E. Stone Raven Trail, Scottsdale, Arizona 85262, and Empyrean Bioscience, Inc.,...Confidential Settlement Agreement and Release • March 30th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.27 PROMISSORY NOTEPromissory Note • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
References in the shaded area are for lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD ESTOPPEL CERTIFICATE - BY LESSEE TO WHOM IT MAY CONCERN: RE: Lease ("Lease") dated FEBRUARY 20, 1998, by and between REMCON II L.L.C. as Lessor, and EMPYREAN DIAGNOSTICS, LTD as Lessee, concerning...Empyrean Bioscience Inc • July 30th, 1999
Exhibit 10.32 PROMISSORY NOTEPromissory Note • May 10th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
PROMISE TO PAY. Empyrean Bioscience, Inc. ("Borrower") promises to pay to THE HUNTINGTON NATIONAL BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million & 00/100 Dollars ($1,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.
