1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of December, 1999, by and between COMPLETE WELLNESS CENTERS, INC., a Delaware corporation, having its principal office at 1964 Howell Branch Road, Suite 202, Winter Park,...Employment Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Florida
WITNESSETHConsulting Agreement • February 5th, 1997 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
SERVICES AGREEMENT BETWEEN COMPLETEWELLNESS.COM, INC. AND DRALT.COM CORPORATIONServices Agreement • April 14th, 2000 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Florida
December 2, 1997 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), Chris Janish, 40 Broad...Common Stock Purchase Warrant • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
1 EXHIBIT 4.46 SETTLEMENT AGREEMENT Agreement made as of the 1st day of April, 1999, by and between on the one hand Haim Zitman, residing at 320 East 52nd Street, Apt. 14A, New York, New York 10022 ("Plaintiff"), and on the other hand (i) Complete...Settlement Agreement • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • New York
ANDWarrant Agreement • December 19th, 1996 • Complete Wellness Centers Inc • New York
WITNESSETH:Guaranty • December 19th, 1996 • Complete Wellness Centers Inc • Maryland
1 2 with the Director of Integration and Acquisition and a consultant to the Company, J.K. Gibson & Associates, Inc. Consultant should have no obligation under this agreement to compensate James K. Gibson or J. K. Gibson & Associates, Inc. In the...Consulting Agreement • December 19th, 1996 • Complete Wellness Centers Inc • Maryland
WITNESSETH:Stock Purchase Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • New York
OFShareholders' Agreement • August 14th, 1997 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
MEDICAL DOCTOR EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 1996 • Complete Wellness Centers Inc
2 - 3 the Corporation. Prospective transferees are referred to that Stockholders' Agreement for further information. Accordingly, neither this certificate nor any of the shares of stock of the Corporation evidenced hereby may be transferred (as that...Stockholders' Agreement • December 19th, 1996 • Complete Wellness Centers Inc • Delaware
EXHIBIT 10.5 FOURTH SUPPLEMENT TO INVESTMENT AGREEMENT WITH WEXFORD SPECTRUM INVESTORS LLC AND IMPRIMIS INVESTORS LLC DATED AUGUST 31, 1999 FOURTH SUPPLEMENT TO INVESTMENT AGREEMENT FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT FOURTH SUPPLEMENT TO...Investment Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
1 EXHIBIT II PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 3rd, 1998 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • New York
R E C I T A L SStock Purchase Agreement • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
3 4 as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing. The Company owns, directly or indirectly, one hundred percent (100%) of...Underwriting Agreement • December 19th, 1996 • Complete Wellness Centers Inc • New York
1 EXHIBIT 10.20 October 1, 1996 Mr. Michael Brigante 17 Daniel Drive Belle Mead, NJ 08502 Dear Mr. Brigante: This letter, when accepted by you in a manner hereinafter provided, will supersede the prior Consulting Agreement dated March 11, 1996 between...Consulting Agreement • December 19th, 1996 • Complete Wellness Centers Inc • Maryland
1 EXHIBIT 10.10 CONSULTING AGREEMENT WITH THE WORKSOURCE, INC. F/K/A MECCA CAPITAL VENTURES, INC. DATED JULY 1, 1999 AS AMENDED NOVEMBER 30, 1999 Consultant Agreement Consultant Agreement, made as of July 1, 1999 between Mecca Capital Ventures, Inc....Consulting Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Florida
1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (the "Agreement), made as of this ___day of December, 1997, by and among NUTRI/SYSTEM, L.P., a Delaware limited partnership (the "Partnership"), and U.S. MEDICAL WEIGHT LOSS CENTERS, INC., a Delaware...Asset Purchase Agreement • January 16th, 1998 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
R E C I T A L SStock Purchase Agreement • January 20th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
1 EXHIBIT 10.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SUCH LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH...Warrant Agreement • December 19th, 1996 • Complete Wellness Centers Inc • Delaware
OHS DRAFT 12/5/96 [FORM OF REPRESENTATIVE'S WARRANT AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] COMPLETE WELLNESS CENTERS, INC.Representative's Warrant Agreement • December 19th, 1996 • Complete Wellness Centers Inc • New York
EXHIBIT 10.1 SETTLEMENT AGREEMENT WITH HAIM ZITMAN DATED APRIL 1, 1999 SETTLEMENT AGREEMENT Agreement made as of the lst day of April, 1999, by and between on the one hand Haim Zitman, residing at 320 East 52nd Street, Apt. 14A, New York, New York...Settlement Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • New York
October 21, 1998 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), Chris Janish, 40 Broad...Common Stock Purchase Warrant • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
OFStock Option Agreement • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
June 25, 1998 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), C. John Peterson (the...Common Stock Purchase Warrant • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
EXHIBIT 10.3 FIRST SUPPLEMENT TO LOAN AGREEMENT BETWEEN COMPLETE WELLNESS CENTERS, INC. AND RVR CONSULTING GROUP, INC. DATED AUGUST 31, 1999 FIRST SUPPLEMENT TO LOAN AGREEMENT FIRST SUPPLEMENT TO LOAN AGREEMENT, dated as of August 31, 1999 (this...Loan Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
1 EXHIBIT 10.21 August 26, 1996 Dr. Eric Kaplan 4727 Marlwood Lane North Palm Beach, FL 33418 Dear Dr. Kaplan, This letter, when accepted by you in a manner hereinafter provided, will evidence the agreement among Complete Wellness Centers, Inc., a...Employment Agreement • December 19th, 1996 • Complete Wellness Centers Inc • Maryland
OFSubscription and Shareholders' Agreement • August 14th, 1997 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
1 EXHIBIT 10.19 January 1, 1996 Danielle Milano, M.D. 131 E. 31 St., #6F New York, NY 10016 Dear Dr. Milano: This letter, when accepted by you in a manner hereinafter provided, will evidence the agreement (the "Agreement") between Dr. Milano (the...Employment Agreement • February 5th, 1997 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Maryland
EXHIBIT 10.2 SEPARATION AND RELEASE AGREEMENT WITH ERIC S. KAPLAN DATED JULY 14, 1999 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ("Separation Agreement") entered into this 14th of July, 1999, by and between Complete...Separation Agreement • December 22nd, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Florida
1 Exhibit 10.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER SUCH LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH...Warrant Agreement • February 5th, 1997 • Complete Wellness Centers Inc • Services-misc health & allied services, nec • Delaware
2 3 neously with the issuance of the Notes. The Company represents and warrants that it has ordered current UCC searches (the "Searches") covering the assets of the various parties to the Security Agreements (the "Covered Assets") and has provided to...Investment Agreement • December 3rd, 1998 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
1 EXHIBIT 10.11 NUTRITION COUNSELOR EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the ________ day of _______________, 19__, by and between _____________, a __________ corporation with an office at ______________...Employment Agreement • December 19th, 1996 • Complete Wellness Centers Inc
September 16,1997 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), The Equity Group (the...Common Stock Purchase Warrant • June 30th, 1999 • Complete Wellness Centers Inc • Services-misc health & allied services, nec
