EXHIBIT 10.16 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 28, 2006, by and between AMS Health Sciences, Inc., an Oklahoma corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made and entered into as of the 4th day of November, 2003 (the "Effective Date"), by and between Advantage Marketing Systems, Inc. (the "Company") and John W....Employment Agreement • March 29th, 2004 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec • Oklahoma
EXHIBIT 10.11Employment Agreement • March 31st, 2003 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec • Oklahoma
EXHIBIT 10.15 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
EXHIBIT 1.1 1,000,000 Units ADVANTAGE MARKETING SYSTEMS, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 3rd, 1997 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oregon
EXHIBIT 4.2 ADVANTAGE MARKETING SYSTEMS, INC. 1998 DISTRIBUTOR STOCK PURCHASE PLAN STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 7th, 1998 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec
EXHIBIT 1.1 1,300,000 Units ADVANTAGE MARKETING SYSTEMS, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 3rd, 1997 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oregon
EXHIBIT 10.12Non-Qualified Stock Option Agreement • March 31st, 2003 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec • Oklahoma
BETWEENWarrant Agreement • January 13th, 1998 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
RECITALSStock Purchase Agreement • February 18th, 1997 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
EXHIBIT 10.17 PROMOTIONAL SHARES LOCK-IN AGREEMENTPromotional Shares Lock-in Agreement • October 7th, 1998 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec
EXHIBIT 10.8Joint Marketing Agreement • November 1st, 2002 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 9, 2005 by and between AMS Health Sciences, Inc., an Oklahoma corporation (the "Company"), and Steven G. Kochen ("Executive") is set forth below. IN...Employment Agreement • August 15th, 2005 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
EXHIBIT 10.20 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of June 28, 2006, is executed by AMS Health Sciences, Inc., an Oklahoma corporation (the "Grantor") in favor of Laurus Master...Grant of Security Interest • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec
EXHIBIT 10.13 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and AMS HEALTH SCIENCES, INC. Dated: June 28, 2006 TABLE OF CONTENTS 1. Agreement to Sell and Purchase............................................ 2. Fees and Warrant. On the Closing...Securities Purchase Agreement • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
RECITALSFulfillment Services Agreement • March 29th, 2004 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec • Oklahoma
BACKGROUNDStock Pledge Agreement • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
EXHIBIT 10.15 PROMOTIONAL SHARES ESCROW AGREEMENTPromotional Shares Escrow Agreement • October 7th, 1998 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec
EXHIBIT 4.9 WARRANT AGREEMENTWarrant Agreement • October 20th, 1997 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
BETWEEN ADVANTAGE MARKETING SYSTEMS, INC. AND U.S. STOCK TRANSFER CORP. DATED AS OF , 1996 THIS WARRANT AGREEMENT, dated as of , 1996, is between Advantage Marketing Systems, Inc., an Oklahoma corporation (the "Company"), and U.S. Stock Transfer Corp....Warrant Agreement • November 20th, 1996 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
BETWEENUnit and Warrant Agreement • January 15th, 1998 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
BETWEENStock Rights Agreement • January 14th, 1997 • Advantage Marketing Systems Inc/Ok • Services-business services, nec • Oklahoma
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
This EMPLOYMENT AGREEMENT (“Agreement”), effective as of September 19, 2006 by and between AMS Health Sciences, Inc., an Oklahoma corporation (the “Company”), and Dennis P. Loney (“Executive”) is set forth below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 14th, 2008 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is entered into as of July 28, 2008 by, between and among AMS Health Sciences, Inc., an Oklahoma corporation ("AMS"), SA Recovery Corp., an Oklahoma corporation ("SA Recovery Corp. ") and Jacob Acquisition Corp, an Oklahoma corporation (“Jacob Acquisition").
COMMERCIAL/INDUSTRIAL REAL ESTATE PURCHASE CONTRACT This is a legally binding contract; if not understood, seek legal advice.Commercial/Industrial Real Estate Purchase Contract • October 27th, 2004 • Ams Health Sciences Inc • Wholesale-durable goods, nec
EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
This EMPLOYMENT AGREEMENT (“Agreement”), effective as of February 12, 2006 by and between AMS Health Sciences, Inc., an Oklahoma corporation (the “Company”), and Robin L. Jacob (“Executive”) is set forth below.
OFStock Option Agreement • January 9th, 2001 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec • Oklahoma
EXHIBIT 10.4 April 22, 1996 Mr. James G. Jervis J&K Pharmaceutical Laboratories Dear Jim: The purpose of this letter is to set forth the terms of our agreement regarding the manufacturing of certain products by J&K Pharmaceutical Laboratories ("J&K")...Manufacturing Agreement • November 20th, 1996 • Advantage Marketing Systems Inc/Ok • Services-business services, nec
The purpose of this letter is to set forth the terms of our agreement regarding the manufacturing of certain products by J&K Pharmaceutical Laboratories ("J&K") for Advantage Marketing Systems, Inc. ("AMS").
EXHIBIT 10.19 MORTGAGE, ASSIGNMENT OF LEASES, RENTS, INCOME AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE LENDER (i.e., the MORTGAGEE) TO TAKE THE MORTGAGED PROPERTY...Mortgage, Assignment of Leases, Rents, Income and Profits, Security Agreement and Fixture Filing • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
EXHIBIT 10.18 AMS HEALTH SCIENCES, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands...Master Security Agreement • August 14th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
Exhibit 99.2 M E M O TO: Advantage Marketing Systems, Inc. FROM: Joseph B. Williams DATE: 1/26/01 FAX: 405-419-4945 In consideration of the Company making an effort to resolve differences, I agree to withdraw my resignation until Jan. 23, 2001....Withdrawal of Resignation • January 30th, 2001 • Advantage Marketing Systems Inc/Ok • Wholesale-durable goods, nec
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • November 1st, 2007 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
This OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of October 26, 2007, is entered into by and between AMS HEALTH SCIENCES, INC., a corporation organized under the laws of Oklahoma (the “Company”), LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), VALENS OFFSHORE SPV I, LTD. a Cayman Islands company (“VOFSPVI”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI”), ERATO CORP., a Delaware corporation (“Erato”) and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“VOFSPVII” and together with Laurus, VOFSPVI, VUSSPVI and ERATO, the “Holders” and each, a “Holder”) for the purpose of amending and amending and restating and waiving certain terms of (i) the Secured Convertible Term Note, dated as of June 28, 2006 (as amended and restated, amended, modified and/or supplemented from time to time, the “Term Note”), issued by the Company to Laurus, and subsequently assigned in part by Laurus to each of VOFSPVI and VUSSPVI, (ii) the Securities Pu
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2006 • Ams Health Sciences Inc • Wholesale-durable goods, nec
THIS CONSULTING AGREEMENT (the “Agreement”), made and entered into as of the 1st day of March, 2006 (the “Effective Date”), by and between AMS Health Sciences, Inc. (the “Company”), and TVC, Inc. (the “Consultant”).
STOCK PURCHASE AGREEMENT Dated as of September 1, 2005 among BUYER: AMS MANUFACTURING, INC. PARENT: AMS HEALTH SCIENCES, INC. COMPANY: HEARTLAND CUP, INC. PRINCIPAL SHAREHOLDER: TRUETT McCARTY AND CERTAIN SHAREHOLDERS OF THE COMPANYStock Purchase Agreement • November 17th, 2005 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
THIS STOCK PURCHASE AGREEMENT is dated as of September 1st, 2005 (this “Agreement”), is by and among AMS Manufacturing, Inc., an Oklahoma corporation (“Buyer”), AMS Health Sciences, Inc., an Oklahoma corporation (the “Parent”), Heartland Cup, Inc., an Oklahoma corporation (the “Company”), Truett McCarty, (the “Principal Shareholder”) and the shareholders listed on the signature pages attached hereto (collectively with the Principal Shareholder, the “Shareholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2005 • Ams Health Sciences Inc • Wholesale-durable goods, nec • Oklahoma
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 25, 2004 by and between AMS Health Sciences, Inc., an Oklahoma corporation (the “Company”), and David D’Arcangelo (“Executive”) is set forth below.
