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
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")...Distribution Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
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
WITNESSETH:Securities Purchase Agreement • August 8th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
IBC-EMPYREAN, L.L.C. OPERATING AGREEMENT TABLE OF CONTENTSOperating Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
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,...Common Stock Purchase Warrant • June 22nd, 2001 • 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.,...Settlement Agreement • March 30th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
RECITALSIndemnification Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • 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
EXHIBIT A --------- PLAN OF MERGERMerger Agreement • March 30th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
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
BETWEENJoint Venture Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Exhibit 4.2 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,...Warrant Agreement • November 9th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
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
OFWarrant Agreement • August 14th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
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")...Distribution Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
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
ARTICLE IConvertible Note • June 22nd, 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
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...Trademark License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
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
BETWEENDistribution Agreement • November 16th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
Exhibit 10.34 [LETTERHEAD OF EMPYREAN BIOSCIENCE, INC.] April 10, 2002 Laurus Master Fund, Ltd. c/o Laurus Capital Management, L.L.C. 152 West 57th Street, 4th Floor New York, NY 10019 Attn: David Grin Dear Mr. Grin: This will confirm the...Waiver Agreement • May 10th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
OFWarrant Agreement • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
EXHIBIT A --------- PLAN OF MERGERPlan of Merger • March 30th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
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
RECITALS: ---------Employment Agreement • August 14th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
RECITALSSub-License Agreement • October 27th, 1999 • 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 STOCKWarrant Agreement • March 30th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
April 26, 2001 Mr. Bennett S. Rubin Executive Vice President & Chief Operating Officer 23800 Commerce Park Road Suite A Cleveland, OH 44122 RE: Empyrean Bioscience, Inc. Trademark License with Sunbeam Products, Inc. Our File No.: GN002622 Dear...License Agreement • May 14th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
NOTEConvertible Note • August 14th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
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
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
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
