Exhibit 11.16
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made as of October 5, 2004
between CARE CONCEPTS I, INC. (the "Company"), and OAK STREET VENTURES, INC., a
Florida corporation (the "Consultant").
WHEREAS, the Company is developing its presence as a media holding
company; and
WHEREAS, Consultant is experienced in all aspects of Business
Consulting, including but not limited to planning, implementation, employment
issues, and finance; and
WHEREAS, the Company and the Consultant wish to establish a business
relationship defining Consultant's status with the Company as an independent
consultant;
THEREFORE, in consideration of the premises and covenants herein set
forth, it is agreed as follows:
1. Engagement. Company hereby engages Consultant as an independent
consultant on the terms and conditions set forth herein.
1.1 Consultant will consult with the Company at its request in the
areas of his expertise at mutually acceptable times and places.
2. Term of Engagement. Subject to the provisions set forth herein, the
term of Consultant's engagement hereunder shall continue for one (1) year. The
Company may terminate the Agreement at any time prior to its three-year duration
by tendering to Consultant a Notice of Termination. However, the shares of
common stock paid by Company to Consultant under this Agreement are fully vested
in Consultant at the signing of this Agreement.
3. Duties. Such consultation shall be scheduled to perform said duties
at mutually agreed upon times. Such consultation shall not require Consultant to
travel outside of Florida unless agreed upon by Consultant.
4. Compensation. For all services Consultant may render to the Company
during the term of this Agreement and in consideration of this agreement to
consult with the Company, Consultant shall receive the following compensation:
4.1 Compensation:
(i) Consultant shall be issued 503,680 shares of the
Company's Common Stock immediately upon execution of this Agreement. Such shares
will be registered within a reasonable time on an S-3 under the Securities Act
of 1933 and shall contain no restrictions on transfer. Any required consents
under federal securities laws shall be secured prior to issuance and
registration. Consultant shall also be paid reasonable expenses incurred in
performing his duties, which shall be submitted to the Company according to
established reimbursement policies.
5. Trade Secrets. Consultant agrees that he will not, during or after
the termination of engagement with the Company, furnish or make accessible to
any person, firm, Company or any other entity any trade secrets, technical data,
customer list, sales representatives, or know-how including use of patents and
patents pending acquired by him during the term of his association with the
Company which relates to the past and current business, practices, methods,
processes, programs, equipment or other confidential or secret aspects of the
business of the Company, or its subsidiaries or affiliates or any portion
thereof, without the prior written consent of the Company, unless such
information shall have become public knowledge, other than being divulged or
made accessible by Consultant.
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6. Non-disclosure. During the term of his engagement and for two (2)
years after its termination, Consultant will not, directly or indirectly,
disclose the names of the Company's customers, prospects or sales
representatives or those of its subsidiaries and affiliates or attempt to
influence such customers or representatives to cease doing business with the
Company or its subsidiaries or affiliates.
Consultant shall communicate and make known to the Company all
knowledge possessed by him which she may legally impart relating to any methods,
developments, designs, processes, programs, services, and ideas which concern in
any way the business or prospects of the Company and its subsidiaries and
affiliates from the time of entering his employment until the termination
thereof.
7. Conflict of Interest. Consultant agrees that during the term of his
engagement and any extensions thereof, he will comply with the policy of the
Company with respect to the Company entering into, directly or indirectly, any
transactions with any business organization or other entity in which he or any
member of his family has a direct or indirect ownership interest.
8. Miscellaneous.
8.1 In consideration of the promises contained in this
Agreement, Consultant agrees: The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of any such
provision, nor prevent such party thereafter from enforcing such provision or
any other provision of this Agreement. The rights granted both parties herein
are cumulative and the election of one shall not constitute a waiver of such
party's right to assert all other legal remedies available under the
circumstances.
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8.2 Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, at the address of its
principal place of business, and any notice to be given to Consultant shall be
addressed to him at his home address last shown on the records of the Company,
or such other address as either party may hereafter designate in writing to the
other. Any notice shall be deemed duly given when mailed by registered or
certified mail, postage prepaid, as provided herein.
8.3 The provisions of the Agreement are severable, and if any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions or
enforceable parts thereof, shall not be affected thereby.
8.4 The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assignees of the Company.
8.5 This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or written, and may not be
modified or terminated orally. No modification, termination or attempted waiver
shall be valid unless in writing, signed by the party against whom such
modification, termination or waiver is sought to be enforced.
8.6 In the event that a dispute arises between the Parties,
the laws of the State of Florida shall prevail.
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9. Other.
This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument, but only one of which need be
produced.
This Agreement may be executed by fax. Any signature page
delivered by a fax machine or facsimile copy machine shall be binding to the
same extent as an original signature page, with regard to any agreement subject
to the terms hereof or any amendment thereto. Any party who delivers such a
signature page agrees to later deliver an original counterpart to any party
which requests it.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CARE CONCEPTS I, INC.
By:/s/ C. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
President
OAK STREET VENTURES, INC.
By: /s/ ▇▇▇▇▇ Story
President
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EXHIBIT 11.16
LOCKUP AGREEMENT
July 14, 2004
Care Concepts I, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
In consideration of Care Concepts I, Inc., a Delaware corporation (the
"Company"), entering into the certain Letter of Agreement, the parties agree to
the lock-up and transfer restrictions below to the shares of the Company's
common stock issued to the undersigned pursuant to the agreement.
Until July 13, 2005, the undersigned will not, without the Company's
prior written consent, offer, sell, contract to sell, grant any option for the
sale of, pledge, hypothecate, transfer or otherwise dispose of, directly or
indirectly, any of the shares.
This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, without giving effect to conflict of law
principles.
/s/ ▇▇▇▇▇ Story
▇▇▇▇▇ Story
Oak Street Ventures, Inc,
Its: President
ACKNOWLEDGED:
CARE CONCEPTS I, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer