RECITALSConsulting Agreement • September 25th, 2001 • Abci Holdings Inc • Services-detective, guard & armored car services • New York
EXHIBIT 10.1 ------------ AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 27th, 2001 • One Class Synergy Corp • Services-detective, guard & armored car services • Delaware
DME SUPPLY AND RELATED SERVICES AGREEMENTDme Supply and Related Services Agreement • November 2nd, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Arizona
THIS DME SUPPLY AND RELATED SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of the 1st day of February, 2005 by and between Denver Sports Performance Enhancement Center Professional, LLC d/b/a Steadman Hawkins Clinic - Denver (“Provider”) and Ortho Supply Management, Inc. a Massachusetts corporation or its designee (“OSMI”).
ContractWarrant Agreement • December 20th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LOCK-UP AND LEAK-OUT AGREEMENTLock-Up and Leak-Out Agreement • October 10th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
LOCK-UP AND LEAK-OUT AGREEMENT (the “Agreement”), made as of June 28, 2006, by and between CHINA MEDIA NETWORKS INTERNATIONAL, INC. (the “Company”) and MIDTOWN PARTNERS & CO., LLC (the “Securityholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”) is between Kenneth M. Fischer (Employee) and Medical Solutions Management, Inc. (Company) and is effective from November 20, 2006 and continuing. This Agreement shall automatically supersede any prior agreements, arrangements or understandings, either oral or written, between the Company and Employee. The Parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”) is between John Graves (the “Employee”) and Medical Solutions Management Inc. (the “Company”) and is effective from January 22, 2007 and continuing. This Agreement shall automatically supersede any prior agreements, arrangements or understandings, either oral or written, between the Company and Employee. The parties hereby agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENT Lowell M. FisherExecutive Employment Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
Whereas Certified Diabetic Services, Inc., a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies mail order business complemented by other mail order business, products and services for it clients; and
EXTENSION EXECUTIVE EMPLOYMENT AGREEMENT Mark A. BockExecutive Employment Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
Whereas, Certified Diabetic Services, Inc., a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies mail order business complemented by other mail order business, products and services for it clients; and
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • May 14th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus
THIS REVOLVING LINE OF CREDIT AGREEMENT (this “Agreement”), dated this 16th day of March, 2007, is made between MEDICAL SOLUTIONS MANAGEMENT, INC., a Nevada corporation (the “Borrower”), having its principal place of business at 237 Cedar Hill Street, Marlborough, Massachusetts 01752, and SOVEREIGN BANK, a federal savings bank with an office at 75 State Street, Boston, Massachusetts 02109 (the “Bank”).
MANAGEMENT AGREEMENTManagement Agreement • November 5th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS AGREEMENT entered into this the 30th day of April 2007, by and between ORTHOSUPPLY MANAGEMENT, INC., located at 237 Cedar Hill Street Marlboro MA 01752, (hereinafter “ORTHOSUPPLY MANAGEMENT”) and DEUTSCHE MEDICAL SERVICES, INC. (hereinafter “COMPANY”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 17th, 2004 • Abci Holdings Inc • Services-detective, guard & armored car services
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of ____ 2004, by and between ABCI HOLDINGS, INC., a Delaware corporation ("ABCI Delaware"), and ABCI HOLDINGS, INC., a Nevada corporation ("ABCI Nevada"). ABCI Delaware and ABCI Nevada are sometimes referred to as the "Constituent Corporations."
ContractLetter of Credit Reimbursement, Guarantee, Security and Pledge Agreement • May 14th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
LETTER OF CREDIT REIMBURSEMENT, GUARANTEE, SECURITY AND PLEDGE AGREEMENT (this “Agreement”) dated as of March 16, 2007, between CUSTODIAL TRUST COMPANY (“Bank”), a bank and trust company organized and existing under the laws of the State of New Jersey, MEDICAL SOLUTIONS MANAGEMENT INC., a corporation organized and existing under the laws of the State of Nevada (“Applicant”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Guarantor”).
GUARANTEE FEE, REIMBURSEMENT AND INDEMNIFICATION AGREEMENTGuarantee Fee, Reimbursement and Indemnification Agreement • May 14th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTEE FEE, REIMBURSEMENT AGREEMENT AND INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 16, 2007, is made and entered into by and between MEDICAL SOLUTIONS MANAGEMENT INC., a corporation organized and existing under the laws of the State of Nevada (the “MSMI”), OrthoSupply Management, Inc., a Delaware corporation (the “Guarantor”) and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Fund”).
MEDICAL SOLUTIONS MANAGEMENT INC. Marlboro, MA 01752Guarantee Fee, Reimbursement and Indemnification Agreement • November 23rd, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
Reference is hereby made to that certain Third Amendment, of even date herewith (the “Third Amendment”), to Guarantee Fee, Reimbursement and Indemnification Agreement, dated as of March 16, 2007, as amended on April 17, 2007 and on May 16, 2007 (as so amended, the “Guarantee Fee Agreement”), by and among Medical Solutions Management Inc., a Nevada corporation (“MSMI”), OrthoSupply Management, Inc., a Delaware corporation, and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Fund”). As referenced in the Third Amendment, MSMI proposes to enter into that certain Amendment No. 2 (the “Letter of Credit Amendment”), in the form of Exhibit A to the Third Amendment, to the Irrevocable Standby Letter of Credit No. 00034 in favor of Sovereign Bank (as amended and in effect from time to time, the “Letter of Credit”), to change the expiration date in the Letter of Credit from March 15, 2008 t
DME SUPPLY AND RELATED SERVICES AGREEMENTDme Supply and Related Services Agreement • November 2nd, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
THIS DME SUPPLY AND RELATED SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of the day of January 2006 by and between The Orthopaedic Excellence of Long Island, P.C. (“Provider”) and OrthoSupply Management, Inc., a Delaware corporation or its designee (“OSMI”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
Employment Agreement (the “Agreement”), dated as of February 5, 2008, by and between CDS DP Acquisition, Inc., a Florida corporation whose principal place of business is located at 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (the “Company”) and David Plante (the “Employee”), an individual currently residing at the address set forth on the signature page to this Agreement.
EXTENSION OF EXECUTIVE EMPLOYMENT AGREEMENT Lowell M. FisherExecutive Employment Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
Whereas, Certified Diabetic Services, Inc., a State of Delaware Corporation (“the Company”) is in the business as a diabetic supplies and pharmacy mail order business complemented by other mail order business, products and services for it clients and;
Sale and Purchase AgreementSale and Purchase Agreement • August 1st, 2005 • Metaphor Corp. • Services-detective, guard & armored car services • New York
This Sale and Purchase Agreement, dated as of May 27, 2005, is made by and among Metaphor Corp., a Nevada corporation (the “Acquiror”), 8 Holdings LLC, a Colorado limited liability company (“8 Holdings”), Hong Kong Huicong International Group Limited, a British Virgin Islands company (the “Shareholder”), each of Wu Xian, Li Shuangqing, Shen Qizhi and Wang Li Hong (collectively, “CMN Management”), and China Media Network International Inc., a British Virgin Islands company (the “Company”).
LEASELease Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
The following Schedule (the “Schedule”) is an integral part of this Lease, as are all of the Exhibits referred to in this Lease. The Schedule, the Exhibits, and the numbered paragraphs of this Lease, collectively, contain the terms and conditions of the Lease Agreement between the Landlord and Tenant.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 10th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS AGREEMENT made, entered into and executed this 3 day of December, 2005 by and between Environmental Fire Protection (hereinafter called “Lessor”) and OrthoSupply (hereinafter called “Lessee”). Lessor and Lessee contract and agree as follows:
ContractWarrant Agreement • February 28th, 2006 • China Media Networks International Inc. • Television broadcasting stations • Delaware
THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 20th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), effective the 16th day of December, 2007, is made by and between VICIS CAPITAL MASTER FUND (the “Purchaser”), and MEDICAL SOLUTIONS MANAGEMENT INC., a Nevada corporation (the “Company”).
AGREEMENTService Agreement • August 17th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Agreement between Global Healthcare Recovery Services, LLC, (“Global”) and Medical Solutions Management, Inc. (“Client”) for the provision of certain billing services by Global in exchange for the Fees.
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • December 4th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Convertible Promissory Note Purchase Agreement (this “Agreement”) is made as of November 28, 2006, by and among Medical Solutions Management Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule 1 (collectively the “Investors” and each individually, an “Investor”).
METAPHOR CORPORATION DISCLOSURE SCHEDULEDisclosure Schedule • May 24th, 2005 • Metaphor Corp. • Services-detective, guard & armored car services
The following disclosure schedules (the “Schedules”) are provided in connection with the Sale and Purchase Agreement, dated as of May 12, 2005 (the “Agreement”), by and among Metaphor Corporation, a Nevada corporation (the “Acquiror”), 8 Holdings LLC, a Colorado limited liability company (“8 Holdings”), Hong Kong Huicong International Group Limited, a British Virgin Islands company (the “Shareholder”), each of Wu Xian, Li Shuangqing, Shen Qizhi and Wang Li Hong (collectively, “CMN Management”) and China Media Network International Inc., a British Virgin Islands company (the “Company”). Capitalized terms used but not defined herein shall have the respective meaning ascribed to such terms in the Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • April 23rd, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is dated as of April 17, 2007, by and among MEDICAL SOLUTIONS MANAGEMENT INC. (“Borrower”), VICIS CAPITAL MASTER FUND, as the holder of the Senior Debt, as defined below (in such capacity, the “Senior Creditor”), APOGEE FINANCIAL INVESTMENTS INC. (“Apogee”), as a holder of the Junior Debt, as defined below, and VICIS CAPITAL MASTER FUND, as a holder of the Junior Debt (in such capacity, together with Apogee, the “Subordinated Creditors”) and as agent for the holders of the Junior Debt (in such capacity, “Agent”).
CHINA MEDIA NETWORKS INTERNATIONAL, INC. $2,000,000 6% SENIOR SECURED DEBENTURE DUE JUNE 28, 2008 WARRANTS TO PURCHASE 16,000,000 SHARES OF COMMON STOCK SECURITIES PURCHASE AND EXCHANGE AGREEMENT By and Between CHINA MEDIA NETWORKS INTERNATIONAL, INC....Securities Purchase and Exchange Agreement • August 8th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), dated this 28th day of June, 2006, is made by and between CHINA MEDIA NETWORKS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 28th, 2008 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Florida
This Non-Competition Agreement (the “Agreement”), dated as of February 5, 2008, is by and between CDS DP Acquisition, Inc., a Florida corporation whose principal place of business is located at 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (the “Buyer”) and Glenn Brosnick (“Brosnick”), an individual currently residing at the address set forth on the signature page to this Agreement.
OrthoSupply Management, Inc. Independent Contractor AgreementIndependent Contractor Agreement • February 28th, 2006 • China Media Networks International Inc. • Television broadcasting stations • Massachusetts
LOCK-UP AND LEAK-OUT AGREEMENTLock-Up and Leak-Out Agreement • October 10th, 2006 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • Massachusetts
LOCK-UP AND LEAK-OUT AGREEMENT (the “Agreement”), made as of June 28, 2006, by and between CHINA MEDIA NETWORKS INTERNATIONAL, INC. (the “Company”) and FP ASSOCIATES (the “Securityholder”).
EXCHANGE AGREEMENTExchange Agreement • April 14th, 2006 • China Media Networks International Inc. • Television broadcasting stations • Massachusetts
This EXCHANGE AGREEMENT, dated as of April 13, 2006 (this “Agreement”), is by and among China Media Networks International, Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund, Midtown Partners & Co., LLC and Nite Capital, L.P. (collectively, the “Exchange Holders”).
ContractLetter of Credit Reimbursement, Guarantee, Security and Pledge Agreement • August 17th, 2007 • Medical Solutions Management Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of May 18, 2007 to the LETTER OF CREDIT REIMBURSEMENT, GUARANTEE, SECURITY AND PLEDGE AGREEMENT dated as of March 16, 2007 (as amended hereby, the “Reimbursement Agreement”), between CUSTODIAL TRUST COMPANY (“Bank”), a bank and trust company organized and existing under the laws of the State of New Jersey, MEDICAL SOLUTIONS MANAGEMENT INC., a corporation organized and existing under the laws of the State of Nevada (“Applicant”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Guarantor”).
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • February 3rd, 2005 • Abci Holdings Inc • Services-detective, guard & armored car services • Nevada
This Release and Settlement Agreement ("Settlement Agreement") is dated this 21st day of January, 2005 by and between Metaphor Corp., a Nevada corporation ("Metaphor" or the “Company”), and The Baum Law Firm, PC, a California Corporation, ("TBLF").
