EXHIBIT B CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, dated as of June 4, 1996 by and between LifeRate Systems, Inc., a Minnesota corporation (the "Company") and Jeffrey B. Comer, an individual presently residing in the State of Maryland...Consulting Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
RECITALS:Purchase Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTTermination Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
WARRANTWarrant Agreement • December 12th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
SECURITIES PURCHASE AGREEMENT Systems, Inc., a Minnesota corporation (the "COMPANY"), and each of the purchasers set forth on the signature pages hereto (individually, a "PURCHASER" and, collectively, the "PURCHASERS"). WHEREAS, the Company proposes...Securities Purchase Agreement • November 26th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • New York
LIFERATE SYSTEMS, INC. 7210 METRO BOULEVARD * EDINA, MN 55439 (612) 844-0599 * Fax: (612) 844-0797 November 10, 1997 APF, LLC c/o Anthony P. Furnary, M.D. 7266 S.W. Eaton Court Portland, OR 97225-6045 Dear Dr. Furnary: Reference is made to (i) the...Modification Agreement • November 26th, 1997 • Liferate Systems Inc • Services-computer integrated systems design
EMPLOYMENT AGREEMENT THIS AGREEMENT is effective as of August 18, 1997 between LIFERATE SYSTEMS, INC., a Minnesota corporation ("the Company"), and David J. Chinsky (the "Employee")i. WHEREAS, the parties wish to provide for the employment of the...Employment Agreement • November 26th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT A CONSULTING AND ADVISORY AGREEMENT THIS CONSULTING AGREEMENT, dated as of September 1, 1996 by and between LifeRate Systems, Inc., a Minnesota corporation (the "COMPANY") and William D. Knopf, M.D., an individual presently residing in the...Consulting Agreement • November 14th, 1996 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 10.41 ENGAGEMENT AGREEMENT LIFERATE SYSTEMS, INC.Engagement Agreement • November 10th, 1998 • Liferate Systems Inc • Services-computer integrated systems design
ARTICLE 1. GRANT OF OPTIONNon-Statutory Stock Option Agreement • November 26th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 10.43Conversion Agreement • March 31st, 1999 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 10.40 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the "Agreement"), dated as of August 26, 1998, is by and between LifeRate Systems, Inc., a Minnesota corporation (the "Company"), and David J. Chinsky ("Chinsky")....Separation and Release Agreement • November 10th, 1998 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
RETAINER AGREEMENTRetainer Agreement • November 10th, 1998 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
MUTUAL RELEASEMutual Release Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design
Each of LifeRate Systems, Inc., a Minnesota corporation (the "Company") and The Atlanta Cardiology Group, P.C., a professional corporation organized under the laws of the State of Georgia ("ACG"), for and in consideration of (i) the mutual releases contained herein, (ii) the representations and agreements made by the Company and ACG set forth in the Agreement dated the date hereof (the "Agreement") between the Company and ACG, and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and forever discharge the other party hereto of and from all manner of actions, causes of action, debts, dues, sums of money, accounts, reckonings, damages, judgments, expenses, executions, claims and demands of whatever kind, in law or in equity, which it ever had, now has, or which its successors or assigns hereafter can, shall or may have against the other party hereto for, upon or by reason of (1) that certain Letter of Ag
EXHIBIT A THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE BLUE SKY LAWS, AND IS SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THIS NOTE MAY NOT BE SOLD,...Convertible Subordinated Note • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTConsulting Agreement • November 14th, 1996 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
RECITALSEmployment Agreement • November 26th, 1997 • Liferate Systems Inc • Services-computer integrated systems design
EXHIBIT B To Agreement NON-STATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is effective as of September 1, 1996 (the "Date of Grant"), by and between LifeRate Systems, Inc. (the "Company") and Donna J. Edmonds (the "Optionee"). A. Optionee has entered...Non-Statutory Stock Option Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTBonus Payment Agreement • November 10th, 1998 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 10.39 RESTRICTED STOCK AGREEMENT THIS AGREEMENT is entered into and effective as of this 17th day of August, 1998 (the "Date of Grant"), by and between LifeRate Systems, Inc. (the "Company") and William W. Chorske (the "Grantee"). A. The...Restricted Stock Agreement • November 10th, 1998 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTSettlement Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTSettlement Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
AGREEMENTConsulting Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
TECHNICAL SUPPORT AGREEMENTTechnical Support Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
NON-STATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is entered into and effective as of June 6, 1995 (the "Date of Grant"), by and between LifeRate Systems, Inc. (the "Company") and Jeffrey Comer (the "Optionee"). A. The Company has adopted the 1993...Non-Statutory Stock Option Agreement • April 14th, 1997 • Liferate Systems Inc • Services-computer integrated systems design • Minnesota
