Exhibit 10.21
May 16, 2002
To the Officers and Directors of
CareDecision Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Gentlemen:
In this letter Agreement to the Officers and Directors of
CareDecision Corporation (the "Company") dated May 15, 2003,
Xxxxx Xxxxxxx ("the undersigned") agrees to convert his loan
instrument, with a face value of $20,000.00 (the "Instrument"),
plus interest from January 5, 2002 through May 14, 2003 a total
of $22,475, to the conversion offer captioned below. As
inducement to the undersigned the Company here amends any and all
of its previous offers, whether express or implied to the
following:
Conversion of the instrument on the basis of twenty five (25)
shares of CareDecision Corporation common stock for each dollar
of investment, plus interest, represented in the instrument.
I accept /s/ DM my initials (Xxxxx Xxxxxxx) - 561,875 shares CDED-
Conversion of 60,000 Class "A" Purchase Warrants in Medicius,
Inc. The conversion of the Class "A" Warrants of Medicius, Inc.
into shares of CareDecision Corporation common stock shall be on
the basis of three (3) shares of CareDecision Corporation for
each Medicius, Inc. "A" Warrant converted, or 180,000
CareDecision Corporation common shares.
I accept /s/ DM my initials (Xxxxx Xxxxxxx) -1 80,000 shares CDED-
Pursuant to this letter agreement the undersigned understands
that the Company has prepared and filed with the U.S. Securities
and Exchange Commission a registration statement (as amended and
supplemented from time to time), the "REGISTRATION STATEMENT"
under the 1933 Act. The Company is obligated to amend this
registration statement at an appropriate time so as to register
the securities described in this letter agreement. However,
should this Registration Statement be declared effective prior to
the execution hereof, Company agrees to include the securities
described herein in the next Registration Statement it files, or
amendment to any effective Registration Statement during the
course of its business. In addition, the Company agrees to use
best efforts to keep any effective Registration Statement in
compliance with the 1933 Act for a period of two years from its
effective date.
/1/
The undersigned declares and warrants that he understands that
there are risks inherent in investing in stock, and that there is
no guarantee concerning his principal investment. The
undersigned further warrants that the information enclosed in
this letter Agreement by the undersigned is accurate in all
respects, and upon its receipt by the Company, the undersigned's
instrument conversion shall be completed.
Sincerely,
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Address:
0000 Xxxxxxx Xxx.
West Deal, NJ 07723
SSN:
###-##-####
Read, understand and accepted,
By: /s/ Xxxxx Xxxxxx Date: 5/21/03
Xxxxx Xxxxxx
Treasurer and CFO
CareDecision
Corporation
/2/
