Exhibit 11.15
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") is made this 6th day
of December, 2004, between ORIGINAL CARTOON CELS, INC. ("Sellers") and
INTERACTIVE BRAND DEVELOPMENT, INC. ("Buyers"). This Agreement shall be
effective as of the date (the "Effective Date") on which Buyers and
Sellers execute this Agreement.
In consideration of the covenants and provisions contained herein, and
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. AGREEMENT TO SELL AND PURCHASE. Sellers acknowledge that they have
in their possession collectible, hand-painted cartoon animation cels
from the 1970s and 1980s, produced by well-known entertainment industry
studios. The cels are no longer being produced as the industry now uses
computer generated images to animate cartoon characters. Buyers
acknowledge that they wish to acquire such collectible cel art, thus:
Sellers agree to sell to Buyers, and Buyers agree to purchase from
Sellers, subject to the terms and conditions of this Agreement, 33,300
pieces of cartoon animation art together with all right, title and
interest of Sellers in and to said Cel Art (the "Cel Art") in the
following series and amounts from the following studios:
a.) Filmation: 3,000 pieces of She-Ra Princess of Power;
3,000 pieces of He-Man and the Masters
of the Universe;
3,045 pieces of Flash ▇▇▇▇▇▇;
3,000 pieces of Bravestarr;
b.) MCA/Universal: 4,045 pieces of Back to the Future;
4,000 pieces of Beethoven;
3,081 pieces of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇'▇
Bedtime Stories;
c.) Lucasfilm: 6,084 pieces of Star Wars Ewoks;
d.) Sony/Columbia: 4,045 pieces of The Real Ghostbusters.
2. PURCHASE PRICE. The purchase price for the Cel Art is FIFTY DOLLARS
($50.00) per piece (the "Purchase Price"), payable as follows: In lieu
of a cash payment, at the execution of this Agreement, the Seller
agrees to accept THREE MILLION, SEVEN HUNDRED THOUSAND (3,700,000)
shares of Care Concepts I, Inc. common stock. The Purchase Price is
calculated by allocating a value of FORTY FIVE CENTS ($.45) per share
to the Common Stock. Sellers shall be entitled to piggyback
registration rights on the 3,700,000 shares of Common Stock, which
shall be registered by Buyers on the next Registration Statement
submitted to the Securities and Exchange Commission or alternately
shall be registered on a Form S-3, whichever shall be the most
expedient.
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3. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, to induce Buyers
to enter into this Agreement and to complete the sale and purchase of
the Cel Art hereunder, represent, warrant and covenant to Buyers as
follows:
(a) Sellers have no knowledge of, and have received no written notice
from, any governmental authority asserting any violation of any
federal, state, county or municipal laws, ordinances, codes, orders,
regulations or requirements affecting any portion of the Cel Art. There
is no action, suit or proceeding pending or, to the knowledge of
Sellers, threatened against or affecting Seller or the Cel Art or any
portion thereof relating to or arising out of the ownership of the Cel
Art, in any court or before or by any federal, state, county or
municipal department, commission, board, bureau or agency or other
governmental instrumentality.
(b) Sellers hold clear title to the Cel Art. Sellers are duly existing
persons and have full legal right and all requisite power and authority
to enter into this Agreement and to perform its obligations hereunder.
The execution, delivery and performance of this Agreement by Sellers
and the consummation by Sellers of the transaction contemplated hereby
have been duly and effectively authorized by the Sellers. This
Agreement has been duly executed and delivered by the Sellers and
constitutes a valid and legally binding obligation of Sellers,
enforceable against Sellers in accordance with its terms.
(c) Sellers have entered into no agreements of sale, options, or any
other claims to possession affecting the Cel Art. To the best of
Sellers' knowledge, no other party has any right or option to acquire
the Cel Art or any portion thereof.
(d) No representation, statement or warranty by Sellers contained in
this Agreement contains or will contain any untrue statements or omits
or will omit a material fact necessary to make the statement of fact
therein recited not misleading. If, after Sellers' execution hereof,
any event occurs or condition exists which renders any of the
representations contained herein untrue or misleading, Sellers shall
promptly notify Buyers.
(e) To the best of Sellers' knowledge, there are no proceedings pending
or threatened by or against Sellers in bankruptcy, insolvency or
reorganization in any state or federal court.
4. REPRESENTATIONS AND WARRANTIES OF BUYERS.
Buyers, to induce Sellers to enter into this Agreement and to complete
the sale and purchase of the Cel Art hereunder, represent, warrant and
covenant to Sellers that:
(a) Buyers are duly existing persons and have the full legal right and
all requisite power and authority to enter into this Agreement and to
perform their obligations hereunder. The execution, delivery and
performance of this Agreement by Buyers and the consummation by Buyers
of the transaction contemplated hereby have been duly and
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effectively authorized by the Buyers. This Agreement has been duly
executed and delivered by the Buyers and constitutes a valid and
legally binding obligation of Buyers, enforceable against Buyers in
accordance with its terms.
(b) Pursuant to the 3,700,000 shares of Restricted Common Stock, Buyers
have no knowledge of, and have received no written notice from, any
governmental authority asserting any violation of any federal, state,
county or municipal laws, ordinances, codes, orders, regulations or
requirements affecting any portion of the Common Stock to be issued
There is no action, suit or proceeding pending or, to the knowledge of
Buyers, threatened against or affecting Buyers or the Common Stock or
any portion thereof relating to or arising out of the ownership of the
Common Stock, in any court or before or by any federal, state, county
or municipal department, commission, board, bureau or agency or other
governmental instrumentality.
(c) Buyers have entered into no agreements of sale, options, or any
other claims to possession affecting the Common Stock. To the best of
Buyers' knowledge, no other party has any right or option to acquire
the Common Stock or any portion thereof.
(i) No representation, statement or warranty by Buyers contained in
this Agreement contains or will contain any untrue statements or omits
or will omit a material fact necessary to make the statement of fact
therein recited not misleading. If, after Buyers' execution hereof, any
event occurs or condition exists which renders any of the
representations contained herein untrue or misleading, Buyers shall
promptly notify Sellers.
(j) To the best of Buyers' knowledge, there are no proceedings pending
or threatened by or against Buyers in bankruptcy, insolvency or
reorganization in any state or federal court.
5. CONDITIONS OF BUYER'S OBLIGATIONS. The obligation of Buyers under
this Agreement to purchase the Cel Art from Sellers is subject to the
satisfaction at Settlement of each of the following conditions (any one
of which may be waived in whole or in part by Buyers at or prior to
Settlement):
(a) All of the representations and warranties by Sellers set forth in
this Agreement shall be true and correct at and as of Settlement in all
material respects as though such representations and warranties were
made at and as of Settlement, and Sellers shall have performed,
observed and complied with all covenants, agreements and conditions
required by this Agreement to be performed on its part prior to or as
of Settlement.
(b) At Settlement, Sellers shall deliver to Buyers duly executed
originals and all other documents as reasonably may be required to
consummate this transaction in accordance with this Agreement.
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6. CONDITION OF SELLERS' OBLIGATIONS. Sellers' obligation to sell and
convey the cel art under this Agreement shall be conditioned upon
receipt of full payment from Buyers.
7. NOTICE. All notices, requests and other communications under this
Agreement shall be in writing and shall be delivered (i) in person,
(ii) by registered or certified mail, return receipt requested, or
(iii) by recognized overnight delivery service providing positive
tracking of items (for example, Federal Express) addressed as follows
or at such other address of which Seller or Buyer shall have given
notice as herein provided:
IF INTENDED FOR SELLERS:
ORIGINAL CARTOON CELS, INC.
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▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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IF INTENDED FOR BUYERS:
INTERACTIVE BRAND DEVELOPMENT, INC.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇.
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All such notices, requests and other communications shall be deemed to
have been sufficiently given for all purposes hereof two (2) business
days after deposit in United States mails or one (1) business day after
delivery to a recognized overnight carrier. Notices by the parties may
be given on their behalf by their respective attorneys.
8. MISCELLANEOUS.
(a) All of the representations and warranties contained in this
Agreement, all covenants, agreements and indemnities made herein, and
all obligations to be performed under the provisions hereof shall
survive Settlement for a period of one (1) year.
(b) The captions in this Agreement are inserted for convenience of
reference only and in no way define, describe or limit the scope or
intent of this Agreement or any of the provisions hereof.
(c) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
(d) This Agreement contains the whole agreement between Sellers and
Buyers and there are no other terms, obligations, covenants,
representations, statements or conditions, oral or otherwise of any
kind whatsoever concerning this sale and purchase. This Agreement shall
not be altered, amended, changed or modified except in writing executed
by the parties hereto.
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(e) This Agreement shall be construed in accordance with the laws of
the State FLORIDA.
(f) Both parties to this Agreement having participated fully and
equally in the negotiation and preparation hereof, this Agreement shall
not be more strictly construed, or any ambiguities within this
Agreement resolved, against either party hereto.
9. EXECUTION. This Agreement may be executed in one or more counterpart
originals, which taken together shall constitute but one and the same
original instrument.
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IN WITNESS WHEREOF, intending to be legally bound, the parties have
caused this Agreement to be duly executed, under seal, as of the day
and year first written above.
SELLERS:
ORIGINAL CARTOON CELS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
BUYERS:
INTERACTIVE BRAND DEVELOPMENT, INC.
BY: /s/ C. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
C. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. President
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EXHIBIT 11.15
LOCKUP AGREEMENT
December 6, 2004
Care Concepts I, Inc.
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
In consideration of Care Concepts I, Inc., a Delaware corporation (the
"Company"), entering into the certain Sale Purchase 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 December 5, 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Original Cartoon Cels. Inc.
Its: President
ACKNOWLEDGED:
CARE CONCEPTS I, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
