EXHIBIT 10.6
AGREEMENT
This Agreement is made this 18th day of October, 2001 by and
among Tender Loving Care Health Care Services, Inc., a Delaware corporation
("Company"), Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx X. Xxxxx.
Reference is made to the Agreement and Plan of Merger and
Reorganization, dated October 18, 2001 (the "Merger Agreement"), by and among
Company, Parent and TLC Acquisition Corporation, a Delaware corporation.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings given such terms in the Merger Agreement.
In connection with the consummation of the transactions
contemplated under the Merger Agreement, Company agrees to make, on the date the
Minimum Condition is satisfied, payment of the following amounts, less
applicable withholding taxes, in immediately available funds, to the individuals
identified below:
Name of Payee Amount
------------- ------
Xxxxxxx Xxxxxxxx $1,230,000
Xxxxx Xxxxxxxx $ 449,000
Xxxx X. Xxxxx $1,250,000
The undersigned parties acknowledge that, pursuant to a letter
dated the date hereof from x-XxxXxxx.xxx, a Nevada corporation ("Parent"), to
Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxx X. Xxxxx, Parent has agreed to
contribute funds to Company upon the occurrence of the Minimum Condition in the
amount of the aggregate payments due to Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and
Xxxx X. Xxxxx pursuant to this Agreement and otherwise guarantee the payment of
such amounts to such persons.
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This Agreement may be executed in one or more original or
facsimile counterparts.
TENDER LOVING CARE HEALTH CARE
SERVICES INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Chairman of the
Board and Chief Executive Officer
Acknowledged and accepted by:
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
