Exhibit 99(d)(11)
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.
-2-
This Agreement may be executed in one or more original or facsimile
counterparts.
TENDER LOVING CARE HEALTH
CARE SERVICES INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxx, Chairman of the
Board and Chief Executive Officer
Acknowledged and accepted by:
/s/ Xxxxxxx Xxxxxxxx
--------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
--------------------------
Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxx
--------------------------
Xxxx X. Xxxxx
