AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of January 1, 2002, by and between VALESC INC., a Delaware corporation ("Company"), and JEREMY KRAUS, an individual residing in the State of Texas ("Employee"). W I T...Employment Agreement • June 27th, 2002 • Valesc Inc • Blank checks • New York
Amended Warrant to Purchase Common Stock of VALESC INC.Warrant Agreement • September 27th, 2001 • Valesc Inc • Blank checks • Georgia
DISTRIBUTION AND PURCHASE AGREEMENT THIS DISTRIBUTION AND PURCHASE AGREEMENT (the "Agreement") is made and effective as of December 6, 2002 by and between BIOACCESS, INC., a Delaware corporation with its principal place of business at 4000 Hudson...Distribution Agreement • April 15th, 2003 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies • Maryland
SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT ("Agreement") is dated as of December 15, 2002 by and among Valesc Inc., a Delaware corporation ("Buyer"), Morris Medical, Inc. d/b/a Medex, a Texas corporation (the "Company"), and the Company's...Share Purchase Agreement • December 27th, 2002 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
TERMINATION AGREEMENT The Termination Agreement (the "AGREEMENT") is dated as of May 21, 2002 by and between Valesc Inc., a Delaware corporation ("VALESC") and Swartz Private Equity, LLC ("SWARTZ"). WHEREAS, the parties entered into an Investment...Termination Agreement • May 24th, 2002 • Valesc Inc • Blank checks • New York
ADDENDUM TO SHAREHOLDERS AGREEMENT This ADDENDUM AGREEMENT is dated as of September 18, 2002. WHEREAS, the undersigned shareholders executed a SHAREHOLDERS AGREEMENT (the "Agreement") dated as of May 21, 2002 restricting the sale, assignment,...Shareholder Agreement • November 20th, 2002 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies
March 24, 2003 Mr. Garrett Miller c/o Hecht & Associates 60 East 42nd Street, Suite 5101 New York, NY 10165 Dear Garrett: This letter agreement ("Letter Agreement") sets out our arrangements regarding your separation of employment from Valesc Inc....Separation Agreement • April 15th, 2003 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies
SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement") is made and entered into as of April 29, 2002 by and between Valesc Inc., a Delaware corporation (the "Company"), and Mr. Tim Kain, an individual residing at 4 Mastwood Lane,...Subscription Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
VALESC INC.Investment Agreement • September 27th, 2001 • Valesc Inc • Blank checks • Georgia
OFFICE LEASEOffice Lease • May 15th, 2002 • Valesc Inc • Blank checks
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of January 1, 2002 by and between OJI SURGICAL, INC., an Oregon corporation (the "COMPANY"), and Harry Kraus, an individual residing in the State of Oregon...Employment Agreement • January 11th, 2002 • Valesc Inc • Blank checks • Oregon
SECOND AMENDED WARRANT TO PURCHASE COMMON STOCK OF VALESC INC.Warrant Agreement • May 24th, 2002 • Valesc Inc • Blank checks • Georgia
WARRANT TO PURCHASE COMMON STOCK OF VALESC INC.Warrant Agreement • June 29th, 2001 • Valesc Inc • Blank checks • Georgia
ARTICLE I DEFINITIONS AND RELATED MATTERSShareholder Agreement • November 20th, 2002 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of December 15, 2002 by and between MORRIS MEDICAL, INC. d/b/a MEDEX, a Texas corporation (the "Company"), and Edward Kraus, an individual residing in the State of Texas ("Employee"). W I...Employment Agreement • August 27th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • Texas
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of June 18, 2003 by and between Dimension Distributing, Inc., a Connecticut corporation (the "Company"), and Tim Kain, an individual residing in the State of Maine ("Employee"). W I T N E...Employment Agreement • August 27th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • Maine
RECITALS:Registration Rights Agreement • September 27th, 2001 • Valesc Inc • Blank checks • Georgia
MERGER AGREEMENT This MERGER AGREEMENT (the "AGREEMENT") is made and entered into as of May 20, 2002 by and between Atlas Holdings Inc., a New Jersey corporation ("SELLER"), and Valesc Inc., a Delaware corporation ("BUYER"). WHEREAS, the Board of...Merger Agreement • May 22nd, 2002 • Valesc Inc • Blank checks • Delaware
SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT ("Agreement") is dated as of June 18, 2003 by and among Valesc Holdings Inc., a Delaware corporation ("Buyer"), Dimension Distributing, Inc., a Connecticut corporation (the "Company"), with its...Share Purchase Agreement • June 23rd, 2003 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.37 [Medi-Man Letterhead] REPRESENTATION AGREEMENTRepresentation Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • Ontario
SALES REPRESENTATIVE AGREEMENT THIS AGREEMENT is effective JULY 2, 2000 [EFFECTIVE DATE] and is by and between Smith & Nephew Orthopaedics, a division of Smith & Nephew, Inc., a Delaware corporation, 1450 Brooks Road, Memphis, Tennessee 38116,...Sales Representative Agreement • January 11th, 2002 • Valesc Inc • Blank checks • Tennessee
WITNESSETH:Manufacturer's Representative Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • Oregon
SECOND AMENDED AND RESTATED STOCK OPTION AGREEMENT BETWEEN VALESC HOLDINGS INC. AND GARRETT MILLER This Stock Option Agreement is made as of August 22, 2003 by and between Garrett Miller, an individual currently residing at 130 Jefferson Street, Apt....Stock Option Agreement • August 27th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies
SALES REPRESENTATION AGREEMENTSales Representation Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • Michigan
STOCK OPTION AGREEMENT BETWEEN VALESC INC. AND GARRETT MILLER Garrett Miller, an individual currently residing at 130 Jefferson Street, Apt. 1, Hoboken, NJ 07030, hereby grants a stock option to Valesc Inc. ("Valesc"), or its designee(s), to purchase...Stock Option Agreement • April 15th, 2003 • Valesc Inc • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.38 INDEPENDENT SALES REPRESENTATIVE AGREEMENT THIS INDEPENDENT SALES REPRESENTATIVE AGREEMENT ("Agreement") is made and entered into effective April 1, 2001 ("Effective Date") by and between Mentor Medical Inc., a Delaware corporation...Independent Sales Representative Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • California
EXHIBIT 5.1 VALESC INC.Investment Agreement • June 29th, 2001 • Valesc Inc • Blank checks • Georgia
EXHIBIT 10.1 AGREEMENT between DOTCOM INTERNET VENTURES LTD. ("DOTCOM") and NETCENTRAL CAPITAL FUND, INC. (the "Company"). WHEREAS The Company is a development stage company that has no specific business plan and intends to merge, acquire or otherwise...Business Combination Assistance Agreement • September 5th, 2000 • Netcentral Capital Fund Inc
EXHIBIT 5.3Warrant Antidilution Agreement • June 29th, 2001 • Valesc Inc • Blank checks • Georgia
EXHIBIT 2.1Merger Agreement • March 23rd, 2001 • Valesc Inc • Blank checks • Delaware
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of August 29, 2001, by and among Valesc Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company") and...Registration Rights Agreement • September 21st, 2001 • Valesc Inc • Blank checks
STOCK OPTION AGREEMENT Pursuant to this Agreement, a stock option to purchase 75,000 shares of the common stock, $.0001 par value per share, of Valesc Inc. ("Valesc") at an exercise price to be determined in accordance with the provisions of this...Stock Option Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies
Exhibit 10.36 INDEPENDENT SALES CONTRACTOR AGREEMENT 1. PARTIES This agreement (the "Agreement") is between J. T. Posey Company, Inc., ("Posey") and Dimension Distributing, Inc., who, by virtue of this Agreement, agrees to serve as an Independent...Independent Sales Contractor Agreement • August 29th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies
AMENDED AND RESTATED ESCROW AGREEMENT AMENDED AND RESTATED ESCROW AGREEMENT dated August 22, 2003 by and among Valesc Holdings Inc. (the "Company"), Garrett Miller ("Seller") and Hecht & Associates, P.C. (the "Escrow Agent"). WHEREAS, the Company and...Escrow Agreement • August 27th, 2003 • Valesc Holdings Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
SALES REPRESENTATION AGREEMENT SALES REPRESENTATION AGREEMENT is made and entered into as of MARCH 1. 2002, by and between HAND INNOVATIONS, INC., a Florida corporation (hereinafter "the Company"); and OJI Surgical Incorporated/Harry Kraus...Sales Representation Agreement • May 15th, 2002 • Valesc Inc • Blank checks • Florida
