1 EXHIBIT 4.1 AMENDED CONSULTING AGREEMENTConsulting Agreement • August 17th, 1998 • Oak Tree Medical Systems Inc • Services-health services • Florida
ARTICLE IPurchase Agreement • February 27th, 1997 • Oak Tree Medical Systems Inc • Services-health services • Florida
EXHIBIT 10.1 STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT, dated as of June 1, 1998 (the "Agreement"), by and between Oak Tree Medical Systems, Inc., a Delaware corporation (the "Company"), and Progressive Planning and Associates, Inc. (the...Stock Option Agreement • April 13th, 1999 • Oak Tree Medical Systems Inc • Services-health services • Florida
STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT, dated as of December 3, 1996 (the "Agreement"), by and between Oak Tree Medical Systems, Inc., a Delaware corporation (the "Company"), and Burton Dubbin (the "Optionee"). WHEREAS, the Board of...Stock Option Agreement • January 21st, 1997 • Oak Tree Medical Systems Inc • Services-health services • New York
RECITALSPurchase Agreement • February 2nd, 1998 • Oak Tree Medical Systems Inc • Services-health services • Pennsylvania
SECURITY AGREEMENT (Chattel Mortgage) THIS AGREEMENT, made the 11th day of December 1996 under the laws of the state of New York BETWEEN OAK TREE MEDICAL MANAGEMENT, INC. herein called the Debtor whose business address is 2 Gannett Drive, White...Security Agreement • December 26th, 1996 • Oak Tree Medical Systems Inc • Services-health services
EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT, dated as of December 3, 1996 (the "Agreement"), by and between Oak Tree Medical Systems, Inc., a Delaware corporation (the "Company"), with executive offices at 2 Gannett Drive, Suite...Executive Employment Agreement • January 21st, 1997 • Oak Tree Medical Systems Inc • Services-health services • New York
EXHIBIT 10.1 STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT, dated as of October 2, 1998 and effective as of the 14th day of June, 1998 (the "Agreement"), amending that certain Stock Option Agreement, dated as of the 15th day of June, 1993 by and...Stock Option Agreement • June 30th, 1999 • Oak Tree Medical Systems Inc • Services-health services • Florida
Oak Tree Medical Systems, Inc. 2 Gannett Drive Suite 215 White Plains, NY 10604 December 20, 1996Consulting Agreement • January 21st, 1997 • Oak Tree Medical Systems Inc • Services-health services • New York
Exhibit 10.2 AGREEMENT OF SALE ----------------- AGREEMENT OF SALE, made November 2, 1998, among Rehabilitation Medicine Practice of N.Y., P.L.L.C. with offices at 638 Mount Prospect Avenue, Newark, NJ 07104, to be known herein as "Purchaser", and Oak...Agreement of Sale • January 14th, 1999 • Oak Tree Medical Systems Inc • Services-health services • New York
LOAN AGREEMENT First Union National Bank 50 Main Street White Plains, New York 10606 (Hereinafter referred to as the "Bank") Oak Tree Medical Management, Inc. 2 Gannett Drive, Suite 215 White Plains, New York 10601 (Individually and collectively...Loan Agreement • October 21st, 1996 • Oak Tree Medical Systems Inc • Services-health services
WESTCAP CORP. P.O. Box 458 Bedford Hills, New York 10507Financial Advisory Agreement • March 2nd, 1998 • Oak Tree Medical Systems Inc • Services-health services • New York
AGREEMENTStock Option Agreement • February 2nd, 1998 • Oak Tree Medical Systems Inc • Services-health services • Florida
WITNESSETH:Consulting Agreement • March 16th, 1998 • Oak Tree Medical Systems Inc • Services-health services • Florida
WITNESSETH:Employment Agreement • February 2nd, 1998 • Oak Tree Medical Systems Inc • Services-health services
EXHIBIT 10.1 AGREEMENT, dated April 24, 1998 between Oak Tree Medical Systems, Inc. and all its Subsidiaries, and William Kedersha This letter sets forth the terms and conditions upon which William Kedersha, his successors and/or assigns (including...Consulting Agreement • November 19th, 1998 • Oak Tree Medical Systems Inc • Services-health services • New York
November 27, 1998 VIA FACSIMILE Mr. Henry Dubbin 10155 Collins Avenue Apartment 607 Bal Harbour, FL 33154 Re: FEE PAYMENT AGREEMENT Dear Henry: This letter reflects the agreement we have reached for paying the outstanding bills that Oak Tree Medical...Fee Payment Agreement • December 4th, 1998 • Oak Tree Medical Systems Inc • Services-health services
Exhibit 4.5 THIS AGREEMENT MADE THIS 20th DAY OF JUNE, 2003 Jeff Green 1118 South La Cienega Blvd. Los Angeles, CA 90035 1. Scope of engagement A. New World Brands, Inc will engage Jeff Green as a consultant to apply his best efforts on behalf of New...Consulting Agreement • July 22nd, 2003 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of the 10th day of December, 1999, is entered into by and among Northeast Medical Management, Inc., a New York corporation ("Northeast"); the persons executing this...Stock Purchase Agreement • September 14th, 2000 • Oak Tree Medical Systems Inc • Services-health services • New York
UNCONDITIONAL GUARANTYUnconditional Guaranty • October 21st, 1996 • Oak Tree Medical Systems Inc • Services-health services
To induce Bank to make, extend or renew loans, advances, credit, or other financial (accommodations to or for the benefit of Borrower, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to Bank and its affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, swap agreements (as defined in 11 U.S. Code ss. 101), instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents defined below, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of the 9th day of July, 1999, is entered into by and among the corporation(s) or limited liability company listed under the caption "Seller" on the signature page(s) of...Asset Purchase Agreement • September 14th, 2000 • Oak Tree Medical Systems Inc • Services-health services • New York
EMPLOYMENT AND FEE AGREEMENT THIS AGREEMENT made this 2nd day of May, 2001, by and between OAK TREE MEDICAL SYSTEMS, INC. (hereinafter "CLIENT") with a mailing address of 2797 Ocean Parkway, Brooklyn, NY 11235 and telephone number of (718) 769-6042...Employment Agreement • May 10th, 2001 • Oak Tree Medical Systems Inc • Services-health services
WITNESSETHSettlement Agreement • March 16th, 1998 • Oak Tree Medical Systems Inc • Services-health services • New York
GUARANTYGuaranty • June 6th, 2007 • New World Brands Inc • Communications equipment, nec • Maryland
THIS GUARANTY (this “Guaranty”) is made as of May 31, 2007 by QUALMAX, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Guarantor”), to and for the benefit of P&S SPIRIT, LLC, a Nevada limited liability company, having an address at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Lender”).
SECURITY AGREEMENT September 30, 1996 Oak Tree Medical Management, Inc. 2 Gannett Drive, Suite 215 White Plains, New York 10601 (Individually and collectively "Debtor") First Union National Bank 50 Main Street White Plains, New York 10606 (Hereinafter...Security Agreement • October 21st, 1996 • Oak Tree Medical Systems Inc • Services-health services
COLLATERAL PLEDGE AGREEMENT (IP GEAR, LTD.)Collateral Pledge Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec • Maryland
This Collateral Pledge Agreement (“Agreement”) dated May 31, 2007, is made by NEW WORLD BRANDS, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Pledgor”) in favor of P&S SPIRIT, LLC, a Nevada limited liability company, having its principal office at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Secured Party”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 8th, 2006 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Florida
THIS STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective August 28, 2006, by and between New World Brands, Inc., a Delaware corporation (the “Company”), and Oregon Spirit, LLC, a Nevada limited liability company, or its assigns (the “Subscriber”).
TERM LOAN AND SECURITY AGREEMENT By and between NEW WORLD BRANDS, INC. as Borrower TELES AG INFORMATIONS TECHNOLOGIEN, as Lender February 15, 2008Term Loan and Security Agreement • February 27th, 2008 • New World Brands Inc • Communications equipment, nec • New York
THIS TERM LOAN AND SECURITY AGREEMENT is entered into as of February 15, 2008 (this “Agreement”), between NEW WORLD BRANDS, INC. a Delaware corporation (“Borrower”), and TELES AG INFORMATIONSTECHNOLOGIEN, a German corporation (“Lender”).
OPTION AGREEMENT THIS AGREEMENT, made as of this 19th day of July 2000, between David Casterline whose principle place of business is 111 N Sepulveda Boulevard, Suite 250, Manhattan Beach, CA 90266 and Oak Tree Medical Systems Inc, 2797 Ocean Parkway...Option Agreement • November 17th, 2000 • Oak Tree Medical Systems Inc • Services-health services • New York
ACKNOWLEDGEMENT OF REPRESENTATION AGREEMENT AND FEES DUE Whereas, a representation agreement was made the 24th day of September, 2001, between Oak Tree Medical Systems, hereinafter referred to as client, and Frederick C. Veit, 21 Gordon Avenue,...Representation Agreement • May 21st, 2002 • New World Brands Inc • Services-health services
Whereas, a representation agreement was made the 24th day of September, 2001, between Oak Tree Medical Systems, hereinafter referred to as client, and Frederick C. Veit, 21 Gordon Avenue, Briarcliff Manor, NY 10510, hereinafter referred to as attorney.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 29th, 2006 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”), dated as of August 28, 2006, is by and among New World Brands, Inc., a Delaware corporation (the “Buyer”), and Qualmax, Inc., a Delaware corporation (the “Seller”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2007 • New World Brands Inc • Communications equipment, nec
This First Amendment (this “First Amendment”) to Amended and Restated Lock-Up Agreement (the “Restated Original Lock-Up Agreement”), dated as of May 31, 2007, is by and among New World Brands, Inc., a Delaware corporation (the “Company”), Qualmax, Inc., a Delaware corporation (“Qualmax”), M. David Kamrat, an individual (“D. Kamrat”), Jane Kamrat, an individual (“J. Kamrat”), Noah Kamrat, an individual (“N. Kamrat”), Tracy Habecker, an individual (“T. Habecker” and together with D. Kamrat, J. Kamrat and N. Kamrat the “Kamrat Family”, and together with the Kamrat Family and Qualmax, the “Qualmax Holders”), Dr. Selvin Passen, an individual (“Dr. Passen”), Oregon Spirit, LLC, a Nevada limited liability company (“Oregon Spirit”), P&S Spirit, LLC, a Nevada limited liability company (“P&S” and together with Dr. Passen and Oregon Spirit, the “P&S Holders”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restated Original Lock-Up Agreement.
SHARE SALE AND PURCHASE AGREEMENT by and between NEW WORLD BRANDS, INC. and TELES AG INFORMATIONSTECHNOLOGIEN Dated as of July 26, 2007Share Sale and Purchase Agreement • August 1st, 2007 • New World Brands Inc • Communications equipment, nec
New World Brands Inc., a corporation organized and existing under the laws of the state of Delaware, United States, listed on the OTC:BB having its registered office at 340 West Fifth Avenue, Eugene, Oregon 97401, USA (the “Seller”)
CONSENT OF LENDER TO SALE OF ASSET by P&S SPIRIT, LLCConsent of Lender to Sale of Asset • August 1st, 2007 • New World Brands Inc • Communications equipment, nec
WHEREAS, P&S Spirit, LLC, a Nevada limited liability company, as lender (“Lender”), has entered into two loan agreements with New World Brands, Inc., a Delaware corporation, as borrower (“Borrower”), one dated March 29, 2007 (the “Term Loan”) and one dated May 31, 2007 (the “Credit Line,” and the Term Loan and Credit Line collectively the “Loans,” and the related loan agreements, promissory notes and related documentation the “Loan Agreements”).
LIMITED GUARANTYLimited Guaranty • April 5th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Maryland
THIS LIMITED GUARANTY (this “Guaranty”) is made as of March 30, 2007 by M. DAVID KAMRAT, individually, having his residence at 5194 Solar Heights, Eugene, OR 97405 (“Guarantor”), to and for the benefit of P&S SPIRIT, LLC, a Nevada limited liability company, having an address at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Lender”).
