Exhibit 11.20 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made as of August 26, 2004 between CARE CONCEPTS I, INC. (the "Company"), and CATSPAW CORPORATE CONSULTANTS, INC., a Florida corporation (the "Consultant"). WHEREAS, the...Consulting Agreement • December 28th, 2004 • Interactive Brand Development Inc. • Services-business services, nec
EXHIBIT 11.22 SETTLEMENT AND GENERAL RELEASE AGREEMENT ---------------------------------------- THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT ("Agreement") dated this 20th day of December, 2004, is by and between INTERACTIVE BRAND DEVELOPMENT, INC.,...Settlement Agreement • December 28th, 2004 • Interactive Brand Development Inc. • Services-business services, nec • Florida
Exhibit 10.14 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made as of October 1, 2004 between CARE CONCEPTS I, INC. (the "Company"), and Bobby Story an individual (the "Consultant"). WHEREAS, the Company is developing its presence...Consulting Agreement • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec
Exhibit 10.18 EXCHANGE AGREEMENT ------------------ This Exchange Agreement ("AGREEMENT") is entered into this 29th day of March, 2005 by and between Interactive Brand Development, Inc., a Delaware corporation (the "COMPANY") and XTV Investments LLC,...Exchange Agreement • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec • California
1. AGREEMENT TO SELL AND PURCHASE. Sellers acknowledge that they have in their possession collectible, hand-painted cartoon animation cels from the 1970s and 1980s, produced by well-known entertainment industry studios. The cels are no longer being...Agreement of Sale and Purchase • December 28th, 2004 • Interactive Brand Development Inc. • Services-business services, nec • Florida
AGREEMENT This is an agreement between Adorno & Yoss, P.A. ("AY") and Interactive Brand Development, Inc. (the "COMPANY"). WHEREAS, AY has been rendering legal services for more than the past two years; WHEREAS, through November 30, 2004, AY is owed...Legal Services Agreement • December 28th, 2004 • Interactive Brand Development Inc. • Services-business services, nec
Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of October 1, 2004 between CARE CONCEPTS I, INC., a Delaware corporation (the "Corporation"), and C. Gary Spaniak, an individual ("Executive")....Employment Agreement • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec
SHAREHOLDERS’ AGREEMENTShareholders Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS SHAREHOLDERS AGREEMENT (this "Agreement") dated as of ___________ __, 2004 is entered into by and among PET CAPITAL PARTNERS, LLC (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”), NAFT VENTURES I LLC (“NAFT”), MARC H. BELL (“Bell”), DANIEL STATON (“Staton”), CARE CONCEPTS I, INC., a Delaware corporation (“CCI”); and PENTHOUSE MEDIA GROUP INC., formerly known as GENERAL MEDIA, INC., a Delaware corporation (the “Company”), as amended from time to time to add such other person(s) who may hereafter become a party to this Agreement. PET, ARE, NAFT, Bell, Staton, individually and together with their respective Affiliates, are hereinafter sometimes individually referred to as a “Bell/Staton Group Party” and collectively referred to as the “Bell/Staton Group Parties.” The Bell/Staton Group Parties and CCI and such other persons who may hereafter become a party to this Agreement are sometimes referred to herein individually as a "Shareholder" and collectively as the "Shareholders."
Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and effective as of October 1, 2004 between CARE CONCEPTS I, INC., a Delaware corporation (the "Corporation"), and Steve Markley, an individual ("Executive"). WHEREAS,...Employment Agreement • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec
Care Concepts I, Inc. Shares of Series E Convertible Preferred Stock and Common Stock Warrants SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • California
Care Concepts I, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Monarch Pointe Fund, Ltd. (the “Purchaser”) and Mercator Advisory Group, LLC (“MAG”) as set forth below.
PLEDGE AGREEMENTPledge Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York
In consideration of loans being made by IIG Capital LLC, as agent for IIG Trade Opportunities Fund NV (together with its successors and assigns, "Secured Party"), to Internet Billing Company, LLC, a Georgia limited liability company (together with its successors and assigns, “Borrower”), pursuant to a Credit and Security Agreement dated December 31, 2004 between the Borrower and the Secured Party (the “Original Credit Agreement”), as amended by a First Amendment to Credit and Security Agreement and Consent Agreement dated the date hereof among the Borrower, the Secured Party and the Guarantors (as such term is defined therein) (the “Amendment” and collectively with the Original Credit Agreement, as the same may be amended, modified, supplemented, restated or renewed from time to time, the “Credit Agreement), MEDIA BILLING LLC, (together with its successors and assigns, the “Grantor”) entered into a Guaranty dated as of December 31, 2004 in favor of the Secured Party (the “Guaranty”) pu
SECURITY AGREEMENTSecurity Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 24, 2004 (the “Effective Date”), is made by and among (A) CARE CONCEPTS I, INC., a Delaware corporation (“CCI”), MEDIA BILLING COMPANY LLC, a New York limited liability company “Media Billing”) and INTERNET BILLING COMPANY LLC, a Georgia limited liability company (“iBill”); (B) NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), acting on behalf of the “Secured Parties” (hereinafter defined): and (C) the persons or entities who have executed this Agreement on the signature page hereof as “Secured Parties. Each of CCI, Media Billing and iBill are hereinafter individually referred to as a “Debtor” and are hereinafter sometimes collectively referred to as the “Debtors.”
XTV GUARANTYGuaranty • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York
THIS GUARANTY, dated December 2, 2005, by the undersigned (the “Guarantor”) in favor of and for the benefit of IIG CAPITAL LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITY FUND (the “Lender”).
Reseller & Transfer of Accounts AGREEMENTReseller & Transfer of Accounts Agreement • March 31st, 2006 • Interactive Brand Development Inc. • Services-business services, nec • Arizona
Reseller & Transfer of Accounts AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2006 (“Effective Date”) by and between Etelegate Arizona, LLC, an Arizona limited liability company (“ETEL”) and Interactive Brand Development, Inc. a Delaware company,(IBD/iBILL/Card Stream)
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENT AGREEMENTCredit and Security Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec
This First Amendment and Consent Agreement dated as of December 2, 2005 (the "First Amendment"), to that certain Credit and Security Agreement made as of the 31st day of December 2004 by and among IIG CAPITAL, LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITIES FUND NV (the “Lender”), and INTERNET BILLING COMPANY, LLC, a Georgia limited liability company (“iBill” or “Borrower”) and consented to by MEDIA BILLING COMPANY, LLC, a New York limited liability company (“Media Billing”), and PHSL WORLDWIDE, INC., a Florida corporation (“PHSL” and with Media Billing, the “Initial Guarantors”), and by INTERACTIVE BRAND DEVELOPMENT, INC., a Delaware corporation (“IBD”), and XTV INVESTMENTS LLC, a Delaware limited liability company (“XTV” and together with IBD, Media Billing and PHSL, individually, a “Guarantor” and collectively, the “Guarantors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 23rd, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) shall be effective as of the ___ day of April, 2004, by and between Carl Foster, an individual (“Seller”), Foster Sports, Inc., a Florida Corporation, (“Foster” or “the Company”) having an office at 2500 Quantum Lakes Drive, Suite 203, Boynton Beach, Florida 33426 and Care Concepts I, Inc., a Delaware corporation, (“Buyer” or “CARE”) having an office at 760 East McNab Road, Pompano Beach, Florida 33060.
OFFICE LEASEOffice Lease • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec
THIS AGREEMENT, dated 11-9, 2005, between 3275 GABRILOVE, LLC, a Florida Corporation, (“Landlord”) and IBD dba Interactive Brand Development, a Florida corporation, (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • California
AGREEMENT dated as of September ___, 2004, between MONARCH POINTE FUND, LTD., (the “Fund”) and MERCATOR ADVISORY GROUP, LLC (“Mercator”) (the Fund and Mercator are referred to individually as a “Holder” and collectively as the “Holders”), and CARE CONCEPTS I, INC., a Delaware corporation (the “Company”).
Exhibit 10.17 February 22, 2005 Interactive Brand Development, Inc. 2200 Southwest 10th Street Deerfield Beach, FL 33060 RE: Interactive Brand Development, Inc. / LTC Group Inc. Engagement Letter...Engagement Letter • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec
SECURITIES PURCHASE AGREEMENT by and among CARE CONCEPTS I, INC. and PENTHOUSE INTERNATIONAL, INC. DATED: JULY 22, 2004Securities Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into this 22nd day of July 2004, by and among PENTHOUSE INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Florida (“Penthouse”); and CARE CONCEPTS I, INC., a corporation formed under the laws of the State of Delaware (“CCI”). Penthouse and CCI are referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York
SECURITY AGREEMENT dated as of December 2, 2005 ("Agreement") between INTERACTIVE BRAND DEVELOPMENT, INC., a Delaware corporation (the "Debtor"), and IIG CAPITAL, LLC, a New York limited liability company, as agent for IIG TRADE OPPORTUNITIES FUND NV (the "Secured Party").
EXHIBIT 99.1 FOR IMMEDIATE RELEASE: NATIONAL DISTRIBITUTION Care Concepts I, iBidAmerica Agree to Merge Littleton, CO and Pompano Beach, FL - November 15, 2002 - Care Concepts I, Inc. (OTCBB: CCON), its principal shareholders, and iBidAmerica, Inc.,...Merger Agreement • November 19th, 2002 • Care Concepts Inc • Motor vehicles & passenger car bodies
Littleton, CO and Pompano Beach, FL - November 15, 2002 - Care Concepts I, Inc. (OTCBB: CCON), its principal shareholders, and iBidAmerica, Inc., have entered into a merger agreement in which privately-held IBID will become a wholly-owned subsidiary of Care, the companies announced today.
Exhibit 10.16 MEMORANDUM OF UNDERSTANDING RESCISSION OF SHARE PURCHASE AGREEMENT DATED APRIL 14, 2004 BY AND BETWEEN CARE CONCEPTS I, INC., AND FOSTER SPORTS, INC., AND CARL FOSTER THIS MEMORANDUM OF UNDERSTANDING ("MEMO) is entered into this 10th day...Memorandum of Understanding • April 15th, 2005 • Interactive Brand Development Inc. • Services-business services, nec
SECURITIES PURCHASE AGREEMENT by and among CARE CONCEPTS I, INC. and PENTHOUSE INTERNATIONAL, INC. DATED: JULY 22, 2004Securities Purchase Agreement • August 4th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into this 22nd day of July 2004, by and among PENTHOUSE INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Florida (“Penthouse”); and CARE CONCEPTS I, INC., a corporation formed under the laws of the State of Delaware (“CCI”). Penthouse and CCI are referred to herein individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AND SECURITIES PURCHASE AGREEMENTSettlement and Securities Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS AGREEMENT (“Agreement”), dated this 21st day September 2004 (the “Execution Date”), is entered into by and among PET CAPITAL PARTNERS, LLC (“PET”), ABSOLUTE RETURN EUROPE FUND (“ARE”), EUROPEAN CATALYST FUND (“ECF”), SUSAN DEVINE (“Devine”), NAFT VENTURES I LLC (“NAFT”), MARC H. BELL (“Bell”), DANIEL STATON (“Staton”), DR. LUIS ENRIQUE MOLINA GALEANA (“Molina”), PENTHOUSE INTERNATIONAL, INC., a Florida corporation (“PII”), THE MOLINA VECTOR INVESTMENT TRUST, a California trust (the “Molina Trust”); GMI INVESTMENT PARTNERS, a New York general partnership (“GMI Partners”); and MILBERG WEISS BERSHAD & SCHULMAN LLP (the “Escrow Agent”). Each of PET, ARE, Devine, NAFT, Bell, Staton, Molina, PII, the Molina Trust, GMI Partners and the Escrow Agent is hereinafter referred to individually as a “Party” and collectively as the “Parties”).
Care Concepts I, Inc. 10% Series F Convertible Senior Secured Preferred Stock due 2009 SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
Care Concepts I, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with each of Vestcap International Management Limited and Castlerigg Master Investments Limited (“Castlerigg”) (individually, the “Purchaser” and collectively, the "Purchasers"), as set forth below.
ContractStock Purchase Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
This Stock Purchase Agreement (“Agreement”) is made and entered into as of the 23rd day of September 2004, by and among GMI Investment Partners, a New York general partnership (the “Seller”); Care Concepts I, Inc., a Delaware corporation (the “Company”); and Penthouse International, Inc., a Florida corporation (“PSHL”). The Seller, the Company and PSHL are hereinafter collectively referred to as the “Parties.”
Second Addendum to Stock Purchase AgreementStock Purchase Agreement • June 28th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec
This Second Addendum to Stock Purchase Agreement (“Addendum”) is made and entered into on this ___ day of ________, 2004, by and between Care Concepts I, Inc. (“Buyer”), Foster Sports, Inc. (“Company”) and Carl Foster (“Seller”).
PLEDGE AGREEMENTPledge Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of September 28, 2004 is made by CARE CONCEPTS I, INC., a Delaware corporation (“CCI” or the “Pledgor”), in favor of NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), on behalf of the persons or entities who have executed this Pledge Agreement on the signature pages hereof as “Pledgees.”
IN THE COUNTY COURT IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.: COCE 05-12786 52 COUNTY CIVIL DIVISIONSettlement Stipulation • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • Florida
This First Amendment to Securities Purchase Agreement (the “Amendment”) is made and entered into this 31st day of August 2004, by and among PENTHOUSE INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Florida (“Penthouse”); and CARE CONCEPTS I, INC., a corporation formed under the laws of the State of Delaware (“CCI”). Penthouse and CCI are referred to herein individually as a “Party” and collectively as the “Parties.”
PLEDGE AGREEMENTPledge Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (as the same may be amended, restated, modified and otherwise supplemented from time to time, this “Pledge Agreement”), dated as of September 28, 2004 is made by CARE CONCEPTS I, INC., a Delaware corporation, MEDIA BILLING COMPANY LLC, a New York limited liability company “Media Billing”) (“CCI” and “Media Billing Company” are sometimes collectively referred to as the “Pledgors”), in favor of NEWMAN & NEWMAN, P.C. (the “Collateral Agent”), on behalf of CASTLERIGG MASTER INVESTMENTS LIMITED (“Castlerigg”) and VESTCAP INTERNATIONAL MANAGEMENT LIMITED (“Vestcap”, Castlerigg and Vestcap are collectively referred to as the “Pledgees.”).
OAK STREET VENTURES, INC. 600 OAK AVENUE SANFORD, FLORIDA 32771Finder's Fee Agreement • December 28th, 2004 • Interactive Brand Development Inc. • Services-business services, nec • Florida
ContractConvertible Note Agreement • October 26th, 2004 • Care Concepts I Inc /Fl/ • Services-business services, nec • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PENTHOUSE INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
PLEDGE AGREEMENTPledge Agreement • April 17th, 2006 • Interactive Brand Development Inc. • Services-business services, nec • New York
In consideration of loans being made by IIG Capital LLC, as agent for IIG Trade Opportunities Fund NV (together with its successors and assigns, "Secured Party"), to Internet Billing Company, LLC, a Georgia limited liability company (together with its successors and assigns, “Borrower”), pursuant to a Credit and Security Agreement dated December 31, 2004 between the Borrower and the Secured Party (the “Original Credit Agreement”), as amended by a First Amendment to Credit and Security Agreement and Consent Agreement dated the date hereof among the Borrower, the Secured Party and the Guarantors (as such term is defined therein) (the “Amendment” and collectively with the Original Credit Agreement, as the same may be amended, modified, supplemented, restated or renewed from time to time, the “Credit Agreement), XTV INVESTMENTS LLC (together with its successors and assigns, the “Grantor”) entered into a Guaranty dated the date hereof in favor of the Secured Party (the “Guaranty”) pursuant
