PB Draft dated 10/22/01
8
Doc. 665222
Exhibit 10.6
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made and
entered into as of May 12, 2002 by Americare Management, Inc., a
Delaware corporation, with its principal place of business
located at 000 Xxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxx (the
"Pledgor"), in favor of Xxxx Xxxxxxxxx, residing at 0000 X. Xxx.
000, #000, Xxxxx Xxxxxxx, Xxxxx 00000 (the "Pledgee").
WITNESSETH:
WHEREAS, the Pledgor purchased all issued and
outstanding shares of capital stock (the "Pledged Shares") set
forth on Schedule I hereto, of InterLink Home Health Care, Inc.,
a Texas corporation (the "Company"), pursuant to a Stock Purchase
Agreement dated on or about the date hereof between the Pledgor
and the Pledgee (the "Purchase Agreement"), upon the terms and
subject to the conditions set forth therein. Capitalized terms
used herein and not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement; and
WHEREAS, the Pledgee required, as a condition to
closing the transactions contemplated by the Purchase Agreement,
that the Pledgor, execute and deliver this Agreement in order to
secure the payment and performance of the Notes.
AGREEMENT
NOW THEREFORE, in consideration of the premises and in
order to induce the Pledgee to Close the transactions
contemplated by the Purchase Agreement, the Pledgor hereby agrees
with the Pledgee as follows:
SECTION 1. PLEDGE. The Pledgor hereby pledges to the
Pledgee, and grants to the Pledgee a continuing security interest
in the following (the "Pledged Collateral"):
(a) the Pledged Shares and the certificates representing the
Pledged Shares, and all products and proceeds of any of the
Pledged Shares including, without limitation, all dividends,
cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of the Pledged Shares; and
(b) all additional shares of stock of, or equity interest in the
Company from time to time acquired by the Pledgor in any manner,
and the certificates representing such additional shares (any
such additional shares shall constitute part of the Pledged
Shares under and as defined in this Agreement), and all products
and proceeds of any such additional Pledged Shares, including,
without limitation, all dividends, cash, instruments,
subscriptions, warrants and any other rights and options and
other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
of such additional Pledged Shares.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures:
(a) the prompt and complete payment when due of the Notes;
(b) the performance by The Phoenix Group Corporation of its
employment agreement with Xxxx Xxxxxxxxx; and,
(c) the performance of all duties or obligations of the Pledgor
now or hereafter existing under this Agreement and the Purchase
Agreement;
(the liabilities, duties or and obligations described in the
preceding clauses (a), and (b) and (c) being referred to herein
as the "Liabilities").
SECTION 3. DELIVERY OF PLEDGED SHARES. All certificates or
instruments representing or evidencing the Pledged Shares shall
be delivered to and held by an escrow agent ("Escrow Agent"), who
is selected by mutual agreement of the Pledgor and Pledgee. The
certificates or instruments shall be in suitable form for
transfer by delivery by the Escrow Agent, or shall be accompanied
by duly executed instruments of transfer or assignment in blank.
The parties and the Escrow Agent shall execute an Escrow
Agreement on the date of this Agreement that shall provide, among
other terms and conditions, that (1) the Escrow Agent shall only
deliver the Pledged Collateral to Pledgee upon written notice
from the Pledgee that a default under the Notes has occurred and
is continuing past applicable grace periods and a written
acknowledgment from the Pledgor that such default has occurred
and (2) the Escrow Agent shall only deliver the Pledged
Collateral to the Pledgor upon written notice from the Pledgor
and the Pledgor presents the Notes marked "paid in full" or
equivalent termination language. A form of the escrow agreement
to be entered into is attached hereto as Exhibit A and
incorporated by reference herein for all purposes.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Pledgor
represents and warrants as follows:
(a) Upon the delivery to the Escrow Agent of the Pledged Shares,
the pledge of the Pledged Collateral pursuant to this Agreement
creates a valid and perfected first priority security interest in
the Pledged Collateral securing the payment of the Liabilities
for the benefit of the Pledgee, provided the Pledged Collateral
is held in the possession of the Escrow Agent.
(b) No authorization, approval, or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required either: (i) for the pledge by the
Pledgor of the Pledged Collateral pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by
the Pledgor or (ii) for the exercise by the Pledgee of any of the
rights provided for in this Agreement or the remedies in respect
of the Pledged Collateral pursuant to this Agreement (except as
may be required in connection with such disposition by laws
affecting the offering and sale of securities); however, Pledgor
shall execute a UCC 1 financing statement covering the Pledged
Shares in favor of Pledgee at the request of Pledgee..
(c) At the Closing of the transactions contemplated by the
Purchase Agreement, the Pledgor will have full power and
authority to enter into this Agreement and will have the right
(without the requirement of any consents from any person or
entity) to vote, pledge and grant a security interest in the
Pledged Shares as provided by this Agreement.
(d) This Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a legal, valid and
binding obligation of the Pledgor, enforceable against the
Pledgor in accordance with its terms, except as such
enforceability may be limited by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally or general
principles of equity.
(e) The capitalization of the Company, as of the date
hereof, will be as set forth in the Purchase Agreement by the
Pledgee and listed in Schedule I hereto.
SECTION 5. FURTHER ASSURANCES. The Pledgor agrees that it
will execute and deliver, or cause to be executed and delivered,
such assignments, instruments and documents, that may be
reasonably necessary, in order to perfect any security interest
granted or purported to be granted hereby or to enable the
Pledgee to exercise and enforce its rights and remedies hereunder
with respect to any Pledged Collateral and to carry out the
provisions and purposes hereof.
SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC.
(a) So long as no Event of Default shall have occurred and be
continuing, the Pledgor shall be entitled to exercise any and all
voting and other rights pertaining to the Pledged Shares or any
part thereof for any purpose not inconsistent with the terms of
this Agreement or the Purchase Agreement; provided, however, that
the Pledgor shall not exercise or shall refrain from exercising
any such right if such action would have a material adverse
effect on the value of the Pledged Collateral or any part thereof
or be inconsistent with or violate any provisions of this
Agreement or the Purchase Agreement.
(b) So long as no Event of Default shall have occurred and be
continuing, the Pledgor shall be entitled to receive all cash
dividends paid from time to time in respect of the Pledged
Shares.
(c) The Pledgee shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies and other
instruments as the Pledgor may reasonably request for the purpose
of enabling the Pledgor to exercise the voting and other rights
which it is entitled to exercise pursuant to Section 6(a) above.
(d) All dividends or other distributions which are received by
the Pledgor contrary to the provisions of this Section 6 shall be
received in trust for the benefit of the Pledgee, shall be
segregated from other funds of the Pledgor and shall be forthwith
paid over to the Pledgee as Pledged Collateral in the same form
as so received (with any necessary endorsement).
(e) Upon the occurrence and during the continuance of an Event
of Default, (i) all voting and other rights of the Pledgor to
exercise the rights which it would otherwise be entitled to
exercise pursuant to Section 6(a) shall cease, and all such
rights shall thereupon become vested in the Pledgee (only upon
receipt of the Pledged Shares from the Escrow Agent), which shall
thereupon have the sole right to exercise such rights in
accordance with Section 120 hereof and (ii) all cash dividends or
other distributions payable in respect of the Pledged Shares
shall be paid to the Pledgee and Pledgor's right to receive such
cash payments pursuant to Sections 6(b) and 6(c) hereof shall
immediately cease.
SECTION 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.
(a) The Pledgor agrees that it will not without the prior
written consent of the Pledgee: (i) sell or otherwise dispose
of, or grant any option, warrants, debenture, or other agreement
convertible into stock shares of with respect to, any of the
Pledged Collateral, (ii) create or permit to exist any lien or
encumbrance upon or with respect to any of the Pledged
Collateral, except for the security interest granted under this
Agreement or as otherwise permitted under the terms of the
Purchase Agreement, or (iii) enter into any agreement or
understanding that purports to or may restrict or inhibit the
Pledgee' rights or remedies hereunder, including, without
limitation, the Pledgee' right to sell or otherwise dispose of
the Pledged Collateral.
(b) The Pledgor agrees that it will pledge and deliver to the
Pledgee hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional shares of stock of
the Company of which Pledgor may become the beneficial owner
after the date hereof.
SECTION 8. PLEDGEE APPOINTED ATTORNEY-IN-FACT. Effective
upon the occurrence of an Event of Default and delivery of the
Pledged Collateral to the Pledgee by the Escrow Agent, the
Pledgor hereby appoints the Pledgee the Pledgor's attorney-in-
fact, with full authority in the place and stead of the Pledgor
and in the name of the Pledgor or otherwise, from time to time to
take any action and to execute any instrument which are necessary
or advisable by Pledgee' legal counsel to further perfect and
protect the security interest granted hereby, including, without
limitation, to receive, endorse and collect all instruments made
payable to the Pledgor representing any dividend or other
distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same.
SECTION 9. NO ASSUMPTION OF DUTIES; REASONABLE CARE. The
rights and powers granted to the Pledgee hereunder are being
granted in order to preserve and protect the Pledgee's security
interest in and to the Pledged Collateral granted hereby and,
except for the use of reasonable care in the custody of any
Pledge Collateral in its possession, shall not be interpreted to,
and shall not, impose any duties on the Pledgee in connection
therewith. The Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is
accorded treatment substantially equal to that which the Pledgee
accords its own property, it being understood that the Pledgee
shall not have any responsibility for: (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Collateral,
whether or not the Pledgee have or are deemed to have knowledge
of such matters or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Pledged
Collateral.
SECTION 10. SUBSEQUENT CHANGES AFFECTING COLLATERAL. The
Pledgor represents to the Pledgee that the Pledgor has made its
own arrangements for keeping informed of changes or potential
changes affecting the Pledged Collateral (including, but not
limited to, rights to convert, warrants, rights to subscribe,
payment of dividends, reorganization or other exchanges, tender
offers and voting rights), and the Pledgor agrees that the
Pledgee shall have no responsibility or liability for informing
the Pledgor of any such changes or potential changes or for
taking any action or omitting to take any action with respect
thereto. The Pledgor covenants that it will not, without the
prior written consent of the Pledgee, sell or otherwise dispose
of, or grant any option, warrant, debenture, or other agreement
convertible into the Common Stock with respect to, or enter into
any shareholder, voting trust or other agreement with respect to
any of the Pledged Collateral or create or permit to exist any
lien or encumbrance upon or with respect to any of the Pledged
Collateral.
REMEDIES UPON DEFAULT. If a default has occurred under the
Notes and continues past applicable grace periods, then the
Pledgee shall have all of the rights and remedies with respect to
the Pledged Collateral of a secured party under the Uniform
Commercial Code (the "Code") in effect in the State of Texas at
that time and the Pledgee, after receipt of the Pledged
Collateral from the Escrow Agent, may request that the Pledgor
register or cause to be registered the Pledged Collateral or any
part thereof on the corporate books of the Company into the name
of the Pledgee or the Pledgee's nominee(s), indicating that such
Pledged Collateral is subject to the security interest hereunder.
SECTION 1. In addition, with respect to any Pledged
Collateral which comes into the possession or custody of the
Pledgee after a continuing default under the Notes (after
applicable grace periods), the Pledgee may sell or cause the same
to be sold at any broker's board or at public or private sale, in
one or more sales or lots, at such price or prices as the Pledgee
may deem commercially reasonable, for cash or on credit or for
future delivery, without assumption of any credit risk, all in
accordance with the terms and provisions of the Purchase
Agreement and this Agreement. The purchaser of any or all
Pledged Collateral so sold shall thereafter hold the same
absolutely, free from any claim, encumbrance or right of any kind
whatsoever. Unless any of the Pledged Collateral threatens to
decline speedily in value or is or becomes of a type sold on a
recognized market, the Pledgee will give Pledgor reasonable
notice of the time and place of any public sale thereof, or of
the time after which any private sale or other intended
disposition is to be made. Any sale of the Pledged Collateral
conducted in conformity with reasonable commercial practices of
banks, insurance companies, commercial finance companies, or
other financial institutions disposing of property similar to the
Pledged Collateral shall be deemed to be commercially reasonable.
Any requirements of reasonable notice shall be met if such notice
is mailed to the Pledgor as provided in Section 14.1 below, at
least thirty (30) days before the time of the sale or
disposition. Any other requirement of notice, demand or
advertisement for sale is, to the extent permitted by law,
waived. The Pledgee may, in its own name or in the name of a
designee or nominee, buy any of the Pledged Collateral at any
public sale and, if permitted by applicable law, at any private
sale. All expenses (including court costs and reasonable
attorneys' fees, expenses and disbursements) of, or incident to,
the enforcement of any of the provisions hereof shall be
recoverable from the proceeds of the sale or other disposition of
the Pledged Collateral. In view of the fact that federal and
state securities laws may impose certain restrictions on the
method by which a sale of the Pledged Collateral may be effected
after an Event of Default, Pledgor agrees that upon the
occurrence or existence of any Event of Default, the Pledgee may,
from time to time, attempt to sell all or any part of the Pledged
Collateral by means of a private placement, restricting the
prospective purchasers to those who will represent and agree that
they are purchasing for investment only and not for distribution.
In so doing, the Pledgee may solicit offers to buy the Pledged
Collateral, or any part of it, for cash, from a limited number of
investors who might be interested in purchasing the Pledged
Collateral, and if the Pledgee solicits such offers from not less
than four (4) such investors that are not affiliated with the
Pledgee, then the acceptance by the Pledgee of the highest offer
obtained therefrom shall be deemed to be a commercially
reasonable method of disposition of the Pledged Collateral.
In addition, upon receipt of the Pledged Collateral from the
Escrow Agent, all rights of the Pledgor to exercise the rights
which it would otherwise be entitled to exercise shall cease, and
all such rights shall thereupon become vested in the Pledgee.
Pledgee acknowledges and agrees that in the event that a default
occurs under the Notes and the Pledgee become entitled to the
Pledged Collateral from the Escrow Agent, thatAgent that such
Pledged Collateral represents the sole recourse against the
Pledgor and that upon receipt of the Pledged Collateral that all
obligations under the Notes will be fully satisfied.
SECTION 11. MISCELLANEOUS PROVISIONS.
SECTION 11.1 Notices. Any written notice, consent or other
communication provided for in this Agreement shall be delivered
personally (effective upon delivery), via facsimile (effective
upon confirmation of transmission), via overnight courier
(effective the next business day after dispatch if instructed to
deliver on next business day) or via U.S. Mail (effective 3 days
after mailing, postage prepaid, first class) to each party at its
address(esas) and/or facsimile number(s) set forth in the
Purchase Agreement, or to such other address as either party
shall specify to the other in writing from time to time.
SECTION 11.2 Headings. The headings in this Agreement are for
purposes of reference only and shall not affect the meaning or
construction of any provision of this Agreement.
SECTION 11.3 Severability. The provisions of this Agreement
are severable, and if any clause or provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction,
then such invalidity or unenforceability shall affect in that
jurisdiction only such clause or provision, or part thereof, and
shall not in any manner affect such clause or provision in any
other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.
SECTION 11.4 Amendments, Waivers and Consents. Any amendment
or waiver of any provision of this Agreement and any consent to
any departure by the Pledgor from any provision of this Agreement
shall be effective only if contained in a writing signed by the
Pledgor and the Pledgee.
SECTION 11.5 Interpretation of Agreement. All terms not
defined herein or in the Purchase Agreement shall have the
meaning set forth in the applicable Uniform Commercial Code,
except where the context otherwise requires. To the extent a
term or provision of this Agreement conflicts with the Purchase
Agreement or Notes and is not dealt with herein with more
specificity, the Purchase Agreement and Notes shall control with
respect to the subject matter of such term or provision.
Acceptance of or acquiescence in a course of performance rendered
under this Agreement shall not be relevant to determine the
meaning of this Agreement even though the accepting or
acquiescing party had knowledge of the nature of the performance
and opportunity for objection.
SECTION 11.6 Continuing Security Interest. This Agreement
shall (i) create a continuing security interest in the Pledged
Collateral and shall remain in full force and effect until
payment in full of the Notes, (ii) be binding upon the Pledgor,
its successors and assigns, and (iii) inure, together with the
rights and remedies of the Pledgee hereunder, to the benefit of
the Pledgee and their executors, heirs and permitted assigns.
SECTION 11.7 Survival of Provisions. All representations,
warranties and covenants of the Pledgor contained herein shall
survive the execution and delivery of this Agreement, and shall
terminate only upon the full and final payment and performance by
the Pledgor of the obligations secured hereby and termination of
the Notes.
SECTION 11.8 Waivers. The Pledgor waives presentment and
demand for payment of any of the Liabilities, protest and notice
of dishonor or default with respect to any of the Liabilities,
and all other notices to which the Pledgor might otherwise be
entitled, except as otherwise expressly provided herein in the
Purchase Agreement or the Notes.
SECTION 11.9 Authority. The parties shall have and be
entitled to exercise all powers hereunder which are specifically
granted by the terms hereof, together with such powers as are
reasonably incident thereto. The Pledgee may perform any of its
duties hereunder or in connection with the Pledged Collateral by
or through agents or employees and shall be entitled to retain
counsel and to act in reliance upon the advice of counsel
concerning all such matters. Neither the party nor any director,
officer, employee, attorney or agent of the parties shall be
liable to the other for any action taken or omitted to be taken
by it or them hereunder, except for its or their own gross
negligence or willful misconduct, nor shall the parties be
responsible for the validity, effectiveness or sufficiency hereof
or of any document or security furnished pursuant hereto. The
parties and their respective directors, officers, employees,
attorneys and agents shall be entitled to rely on any
communication, instrument or document reasonably believed by it
or them to be genuine and correct and to have been signed or sent
by the proper person or persons.
SECTION 11.10 Release; Termination of Agreement. This
Agreement shall terminate upon the full and final payment and
performance of all the sums owed under the Notes. At such time,
as may be requested by Pledgor, the Pledgee shall, execute and
deliver such instruments and documents to the Pledgor as Pledgor
may reasonably request to evidence such termination.
SECTION 11.11 Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed and
delivered, shall be deemed an original but all of which shall
together constitute one and the same agreement.
SECTION 11.12 Assignment Neither party may assign its rights
and obligations hereunder without the prior written consent of
the other party. Any assignment in violation of this Section
13.13 shall be null and void.
SECTION 11.13 Governing Law; Choice of Forum; Service of
Process; Jury Trial Waiver.
(a) The validity, interpretation and enforcement of this
Agreement and any dispute arising out of the relationship between
Pledgor and Pledgee, whether in contract, tort, equityand equity
or otherwise, shall be governed by the internal laws of the State
of TDelawareexas (without giving effect to principles of
conflicts of law).
(b) This Agreement is performable in Dallas County, Texas.
Pledgor hereby irrevocably consents and submits to the non-
exclusive jurisdiction of the courts of Dallas County in the
State of Texas or, if it has or can acquire jurisdiction in the
U.S. District Court for the Northern District of Texas and waives
any objection based on venue or forum non conveniens with respect
to any action instituted therein arising under this Agreement or
any of the other Financing Agreements or in any way connected
with or related or incidental to the dealings of Pledgor and
Pledgee in respect of this Agreement or any of the other
Financing Agreements or the transactions related hereto or
thereto, in each case whether now existing or hereafter arising
and whether in contract, tort, equity or otherwise, and agrees
that any dispute arising out of the relationship between Pledgor
or Borrower and Pledgee or the conduct of any such persons in
connection with this Agreement, the other Financing Agreements or
otherwise shall be heard only in the courts described above
(except that Pledgee shall have the right to bring any action or
proceeding against Pledgor or his property in the courts of any
other jurisdiction which Pledgee deems necessary or appropriate
in order to realize on any collateral at any time granted by
Borrower or Pledgor to Pledgee or to otherwise enforce its rights
against Pledgor or his property).
(c) Pledgor hereby waives personal service of any and all
process upon Pledgor and consents that all such service of
process may be made by certified mail (return receipt requested)
directed to his address set forth on the signature page hereof
and service so made shall be deemed to be completed five (5) days
after the same shall have been so deposited in the U.S. mails,
or, at Pledgee's option, by service upon Pledgor in any other
manner provided under the rules of any such courts. Within
thirty (30) days after such service, Pledgor shall appear in
answer to such process, failing which Pledgor shall be deemed in
default and judgment may be entered by Pledgee against Pledgor
for the amount of the claim and other relief requested.
(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
PLEDGOR AND PLEDGEE IN RESPECT OF THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PLEDGOR
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF PLEDGOR AND PLEDGEE HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
(e) Pledgee shall not have any liability to Pledgor (whether in
tort, contract, equity or otherwise) for losses suffered by
Pledgor in connection with, arising out of, or in any way related
to the transactions or relationships contemplated by this
Agreement, or any act, omission or event occurring in connection
herewith, unless it is determined by a final and non-appealable
judgment or court order binding on Pledgee that the losses were
the result of acts or omissions constituting gross negligence or
willful misconduct on the part of the Pledgee and/or any of its
officers, directors, attorneys or agents. In any such
litigation, Pledgee shall be entitled to the benefit of the
rebuttable presumption that they acted in good faith and with the
exercise of ordinary care in the performance by them of the terms
of the Purchase Agreement and the Notes.
SECTION 11.14 DELAYS; PARTIAL EXERCISE OF REMEDIES. No delay
or omission of the Pledgee to exercise any right or remedy
hereunder, whether before or after the happening of any Event of
Default, shall impair any such right or shall operate as a waiver
thereof or as a waiver of any such Event of Default. No single
or partial exercise by the Pledgee of any right or remedy shall
preclude any other or further exercise thereof, or preclude any
other right or remedy.
(SIGNATURE PAGE FOLLOWS)
IN WITNESS WHEREOF, the Pledgor and the Pledgee have
each caused this Agreement to be duly executed and delivered as
of the date first above written.
PLEDGOR:
Americare Management, Inc.
/s/ Xxxxxx X. Xxxx
BY: Xxxxxx X. Xxxx
TITLE: Chairman
PLEDGEE:
/s/ Xxxx Xxxxxxxxx
By:
Xxxx Xxxxxxxxx
SCHEDULE I
Pledged Shares
Number of
Issuer Class of Stock Certificate Shares Pledged
Numbers
InterLink Home Common Stock 2 100,000
Health Care,
Inc.
Capitalization
Shares
Issuable Upon
Exercise or
Issued Conversion of
Authoriz and Warrants,
Issuer Class of ed Outstand Options, or
Stock Shares ing other
Shares Convertible
Securities
InterLink Home Common Stock 1,000,00 100,000 100,000
Health Care, 0
Inc.
