EXHIBIT 10.11 BLUESTAR HEALTH, INC. --------------------- CONVERTIBLE PROMISSORY NOTE ---------------------------Bluestar Health, Inc. • September 5th, 2007 • Services-specialty outpatient facilities, nec • Texas
RECITALSConsulting Agreement • September 5th, 2007 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
ARTICLE I EXCHANGE OF SHARESStock Exchange Agreement • June 16th, 2003 • Taurus Entertainment Companies Inc • Crude petroleum & natural gas • Texas
FORM OF] STOCK OPTION AGREEMENT UNDER THE BLUESTAR HEALTH, INC. 2004 NON- QUALIFIED STOCK GRANT AND OPTION PLANStock Option Agreement • October 1st, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec
BLUESTAR HEALTH, INC. --------------------- PROMISSORY NOTE ---------------Bluestar Health, Inc. • September 5th, 2007 • Services-specialty outpatient facilities, nec • Texas
INTERIM AGREEMENT -----------------Interim Agreement • March 5th, 2007 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec
RECITALSStock Purchase and Recapitalization Agreement • September 5th, 2007 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
RECITALSAgreement and Plan • November 7th, 2007 • Bluestar Health, Inc. • Industrial organic chemicals • Texas
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 17th, 2006 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of 12:01 a.m. on February 13, 2006 (the “Effective Time”), by and between Bluestar Health, Inc., a Colorado corporation maintaining an address at 19901 Southwest Freeway, Sugar Land, TX 77479 (“Bluestar”) and Bluestar Acquisition, Inc., a Texas corporation and a subsidiary of Bluestar (the “Purchaser”), on the one hand, and Gold Leaf Homes, Inc., a Texas corporation maintaining business offices at 5802 FM 1488, Magnolia, TX 77354, (“Seller”) and Tom Redmon (the “Shareholder”) (hereinafter the Seller and the Shareholder are sometimes referred to, individually as a “Seller Party” and collectively as the “Seller Parties”), on the other hand.
CONSULTING AGREEMENTConsulting Agreement • February 17th, 2006 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
This Consulting Agreement (this “Agreement”), is made and entered into as of this 13th day of February, 2006 by and between Bluestar Health, Inc., a Colorado corporation (“Bluestar” or the “Company”) and Alfred Oglesby, an individual (“Oglesby” or the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • August 25th, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec • Texas
This Consulting Agreement (Agreement) is made as of March 24, 2004 (Effective Date) between Bluestar Physical Therapy, Inc., (Bluestar) a subsidiary of Tauras Entertainment (the Company), and Elorian Landers (the Consultant).
TRANSITIONAL AGREEMENTTransitional Agreement • February 17th, 2006 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
This Transitional Agreement (this “Agreement”) is entered into this February 13, 2006 by and between Bluestar Health, Inc., a Colorado corporation (“Bluestar” or the “Company”), Alfred Oglesby, an individual (“Oglesby”), and Gold Leaf Homes, Inc., a Texas corporation (“Gold Leaf’). Each of Bluestar, Oglesby, and Gold Leaf shall be referred to as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • February 17th, 2006 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • California
This Escrow Agreement (the “Agreement”) is dated as of February 13, 2006, by and between Bluestar Health, Inc., a Colorado corporation (the “Company” or “Bluestar”), Gold Leaf Homes, Inc., a Texas corporation (“Gold Leaf”), Alfred Oglesby, an individual (“Oglesby”), Tom Redmon, an individual and the sole shareholder of Gold Leaf (“Redmon”) and The Lebrecht Group, APLC (the “Agent”). Each of the above may be referred to as a “Party” and collectively as the “Parties.”
RECITALS --------Settlement Agreement • September 13th, 2007 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 2nd, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec • Texas
THIS ASSUMPTION AND ASSIGNMENT AGREEMENT (the “Agreement”), effective as of March 10, 2004, is by and among PT Centers Inc. Texas corporation, and Mississippi corporation, and Canton Rehabilitation Services, Inc. (“Canton” or one of the “Sellers”), a Mississippi corporation.
BILL OF SALEBill of Sale • July 2nd, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec
Reference is hereby made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) effective as June 14, 2004__, 2004, by and among P.T. Centers Inc. A Texas corporation ("Buyer") and Mississippi Central Clinic and Canton Rehabilitation Clinic ("Seller") (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Asset Purchase Agreement.
CONSULTING AGREEMENT THIS AGREEMENT made this 16th day of March 2004, by and between: Peter Wokoun Sutton MA 01598 Email: wokounm@aol.com Tel: 508-865-7076 Fax: 508-278-9690 Blue Star Physical Therapy Sugar Land TX 77478Consulting Agreement • August 25th, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec
WHEREAS, Peter Wokoun (Consultant) is engaged in investor relations, direct marketing, and public relations with expertise in the dissemination of information about publicly traded companies; and is in the business of providing investor relations services, publishing services, marketing of business formats and opportunities and other related programs, services and products; and
RECITALSConsulting and Indemnity Agreement • September 5th, 2007 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
REORGANIZATION AND PURCHASE AGREEMENTReorganization and Purchase Agreement • October 21st, 2005 • Bluestar Health, Inc. • Services-specialty outpatient facilities, nec • Texas
This Reorganization and Purchase Agreement (''Agreement'') dated as of the 15thday of October 2005, by and between Bluestar Health, Inc., a Colorado corporation (“Bluestar”), Alfred Oglesby, an individual, (“Oglesby”), Blue Cat Holdings, Inc., a Texas corporation wholly owned by Oglesby, (“Blue Cat”), Gold Leaf Homes, Inc., a Texas corporation, (“Gold Leaf”), and Tom Redmon, (“Redmon”&“Shareholders”), the sole shareholder of Gold Leaf. Each entity and/or individual shall also be referred to as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 2nd, 2004 • Taurus Entertainment Companies Inc • Services-specialty outpatient facilities, nec • Texas
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of March 9, 2004 by and among P.T. Centers Inc., a subsidiary of Taurus Entertainment Inc.,a Texas corporation ("Buyer") Frank Wiley and Michael Yant (“Seller”). Buyer and Sellers are collectively referred to herein as the “Parties.”
