Americare Health Scan Inc Sample Contracts

Americare Health Scan Inc – SALES AND DISTRIBUTION LICENSING AGREEMENT (January 11th, 2002)

EXHIBIT 10.11 SALES AND DISTRIBUTION LICENSING AGREEMENT This Independent Contractor Sales and Distribution Licensing Agreement ("Agreement") is made and entered into, effective this 17th day of January 2001, by and between AMERICARE BIOLOGICALS, INC., a Florida corporation doing business at 20 N.W. 181st Street, Miami, Florida 33169 (USA) ("Americare") and GLOBAL INTERNATIONAL EQUIPMENT, INC. or assignee(s) ("Distributor") doing business at 1141 West 42nd Place, Hialeah, Florida 33012. WHEREAS, AMERICARE owns and/or has proprietary interest in certain non invasive diagnostic testing technology including but not limited to, testing for HIV, using its Saliva, which has been incorporated into its Ana-Sal(R) HIV Tests ("Product"). WHEREAS, Distributor desires to market and sell the Product in the Territory as defined herein; WHEREAS, the parties desire to reduce

Americare Health Scan Inc – SECURED PROMISSORY NOTE (January 11th, 2002)

Exhibit 4.3 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay AMERICARE SERVICES, INC., (hereinafter Americare) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of Two Hundred Thousand Dollars ($200,000.00). That said funds are due and owing to Americare for monies advanced to Borrower and for Americare's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Americare to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally ag

Americare Health Scan Inc – SECURED PROMISSORY NOTE (January 11th, 2002)

Exhibit 4.2 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay DAYCON INVESTORS ASSOCIATES, INC.,(hereinafter Daycon) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of One Million Dollars ($1,000,000.00). That said funds are due and owing to Daycon for monies advanced to Borrower and for Daycon's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Daycon to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally agrees to ex

Americare Health Scan Inc – SALES AGREEMENT (January 11th, 2002)

EXHIBIT 10.10 SALES AGREEMENT This Agreement is made and entered into this 13th day of January, 1997, by and between Americare Biologicals, Inc., a Florida corporation doing business at 20 N.W. 181 Street, Miami, Florida 33169, USA (hereinafter referred to as the "Company"), and James DeSapio, and/or his nominee(s), doing business at 102 N. Cortez Drive, P.O. Box 8941, Coral Springs, Florida 33075, USA (hereinafter referred to as "Agent"), and WHEREAS the Company owns or has proprietary interests in certain scientific projects, HIV test procedures, hepatitis detecting systems, research and development projects, including but not limited to the area of transdermal delivery and transudate detection technology, and WHEREAS the Agent desires to market and sell licensing agreements, and such products as listed in the paragraph above, and WHEREAS th

Americare Health Scan Inc – SALES AND DISTRIBUTION LICENSING AGREEMENT (January 11th, 2002)

EXHIBIT 10.13 SALES AND DISTRIBUTION LICENSING AGREEMENT This Independent Contractor Sales and Distribution Licensing Agreement ("Agreement") is made and entered into, effective this 30th day of November 2001, by and between AMERICARE BIOLOGICALS, INC., a Florida corporation doing business at 20 N.W. 181st Street, Miami, Florida 33169 (USA) ("Americare") and THEODORE PARDO assignee(s) ("Distributor") doing business at 999 Brickell Bay Drive, #811, Miami, Florida 33131. WHEREAS, AMERICARE owns and/or has proprietary interest in certain non invasive diagnostic testing technology including but not limited to, testing for HIV, using its Saliva, which has been incorporated into its Ana-Sal(R) HIV Tests ("Product"). WHEREAS, Distributor desires to market and sell the Product in the Territory as defined herein; WHEREAS, the parties desire to reduce to writing their

Americare Health Scan Inc – AGREEMENT (January 11th, 2002)

EXHIBIT 10.9 AGREEMENT This Agreement by and between Avitar, Inc., 65 Dan Road, Canton, Massachusetts 02021 (hereinafter "AVITAR") and Americare Health Scan, Inc, 20 N.W. 181st Street, Miami, Florida 33169 (hereinafter "AMERICARE") is entered into and effective on the day on which both parties have executed this Agreement as shown by the execution dates below. WHEREAS: AMERICARE represents and warrants that it owns the entire right title and interest with respect to certain patent applications for patent rights as set forth in Exhibit A, which rights are directed to the use of a foam material as a saliva collection device ("Patent Rights"). None of those applications, at the present time, has matured into a patent. AMERICARE is presently engaged in an interference proceeding with Henry Schur and Nicolas Levandoski, officers and employees of SMLX Tech

Americare Health Scan Inc – SECURED PROMISSORY NOTE (January 11th, 2002)

Exhibit 4.1 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 55189 promises to pay JOSEPH P. D'ANGELO or his successors in interest (hereinafter D'Angelo) whose address is 400 Poinciana Dr., Hallandale, Florida 33069, the principal sum of One Million Four Hundred Thousand Dollars ($1,400,000.00) plus all accrued interest, plus any additional funds that are advanced pursuant to this blanket collateral note up to the principal sum of Two Million Dollars ($2,000,000.00). That said funds are due and owing to D'Angelo for monies advanced to Borrower and for D'Angelo's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said

Americare Health Scan Inc – BUSINESS LEASE (January 11th, 2002)

Exhibit 10.8 BUSINESS LEASE THIS LEASE, entered into this 1st day of October 2001 between Universal Realty Development, Co., of the County of Miami-Dade in the state of Florida (hereinafter "Lessor or Landlord"), and Americare Health Scan, Inc. of the County of Miami-Dade in the State of Florida (hereinafter "Lessee or Tenant"): WITNESSETH, That Lessor does this day Lease unto Lessee, and Lessee does hereby hire and take as tenant 20,805 square feet of office, laboratory and warehouse space located at 20 NW 181st Street, Miami, Florida 33169 (hereinafter the "Premises"), for the term of Five (5) Years, beginning the 1st day of October 2001, and ending the 30th day of September, 2006, at and for the agreed annual rental of $221,573, payable $18,463.45 per month. Except as otherwise stated herein, said payments shall cover all gas, water, sewer, property tax an

Americare Health Scan Inc – AGREEMENT (January 11th, 2002)

EXHIBIT 10.12 AGREEMENT Between: AMERICARE BIOLOGICALS, INC., a company duly registered in the United States of America --------------------------------------------------------- (hereinafter referred to as "Americare") and Gerhard Buckholz (62 Hobart Road, Bryanston 2021, Rep. of South Africa) A company therefore will be formed in the Federal Republic of South Africa (hereinafter referred to as "Distributor") 1. PREAMBLE WHEREAS, AMERICARE, a company duly registered in the United States of America and doing business at 20 N.W. 181st Street, Miami, Florida 33169 USA, owns and/or has proprietary interests in certain non invasive diagnostic testing technology as defined in Addendum "B", which has been incorporated into its ANA-SAL(R) Tests ("product"). AND WHEREAS the Distributor has desire to market and sell the products in the ter

Americare Health Scan Inc – SECURED PROMISSORY NOTE (December 19th, 2001)

Exhibit 4.3 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay AMERICARE SERVICES, INC., (hereinafter Americare) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of Two Hundred Thousand Dollars ($200,000.00). That said funds are due and owing to Americare for monies advanced to Borrower and for Americare's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Americare to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally ag

Americare Health Scan Inc – SALES AGREEMENT (December 19th, 2001)

EXHIBIT 10.10 SALES AGREEMENT This Agreement is made and entered into this 13th day of January, 1997, by and between Americare Biologicals, Inc., a Florida corporation doing business at 20 N.W. 181 Street, Miami, Florida 33169, USA (hereinafter referred to as the "Company"), and James DeSapio, and/or his nominee(s), doing business at 102 N. Cortez Drive, P.O. Box 8941, Coral Springs, Florida 33075, USA (hereinafter referred to as "Agent"), and WHEREAS the Company owns or has proprietary interests in certain scientific projects, HIV test procedures, hepatitis detecting systems, research and development projects, including but not limited to the area of transdermal delivery and transudate detection technology, and WHEREAS the Agent desires to market and sell licensing agreements, and such products as listed in the paragraph above, and WHEREAS th

Americare Health Scan Inc – AGREEMENT (December 19th, 2001)

EXHIBIT 10.12 AGREEMENT Between: AMERICARE BIOLOGICALS, INC., a company duly registered in the United States of America --------------------------------------------------------- (hereinafter referred to as "Americare") and Gerhard Buckholz (62 Hobart Road, Bryanston 2021, Rep. of South Africa) A company therefore will be formed in the Federal Republic of South Africa (hereinafter referred to as "Distributor") 1. PREAMBLE WHEREAS, AMERICARE, a company duly registered in the United States of America and doing business at 20 N.W. 181st Street, Miami, Florida 33169 USA, owns and/or has proprietary interests in certain non invasive diagnostic testing technology as defined in Addendum "B", which has been incorporated into its ANA-SAL(R) Tests ("product"). AND WHEREAS the Distributor has desire to market and sell the products in the ter

Americare Health Scan Inc – AGREEMENT (December 19th, 2001)

EXHIBIT 10.9 AGREEMENT This Agreement by and between Avitar, Inc., 65 Dan Road, Canton, Massachusetts 02021 (hereinafter "AVITAR") and Americare Health Scan, Inc, 20 N.W. 181st Street, Miami, Florida 33169 (hereinafter "AMERICARE") is entered into and effective on the day on which both parties have executed this Agreement as shown by the execution dates below. WHEREAS: AMERICARE represents and warrants that it owns the entire right title and interest with respect to certain patent applications for patent rights as set forth in Exhibit A, which rights are directed to the use of a foam material as a saliva collection device ("Patent Rights"). None of those applications, at the present time, has matured into a patent. AMERICARE is presently engaged in an interference proceeding with Henry Schur and Nicolas Levandoski, officers and employees of SMLX Tech

Americare Health Scan Inc – BUSINESS LEASE (December 19th, 2001)

Exhibit 10.8 BUSINESS LEASE THIS LEASE, entered into this 1st day of October 2001 between Universal Realty Development, Co., of the County of Miami-Dade in the state of Florida (hereinafter "Lessor or Landlord"), and Americare Health Scan, Inc. of the County of Miami-Dade in the State of Florida (hereinafter "Lessee or Tenant"): WITNESSETH, That Lessor does this day Lease unto Lessee, and Lessee does hereby hire and take as tenant 20,805 square feet of office, laboratory and warehouse space located at 20 NW 181st Street, Miami, Florida 33169 (hereinafter the "Premises"), for the term of Five (5) Years, beginning the 1st day of October 2001, and ending the 30th day of September, 2006, at and for the agreed annual rental of $221,573, payable $18,463.45 per month. Except as otherwise stated herein, said payments shall cover all gas, water, sewer, property tax an

Americare Health Scan Inc – SALES AND DISTRIBUTION LICENSING AGREEMENT (December 19th, 2001)

EXHIBIT 10.11 SALES AND DISTRIBUTION LICENSING AGREEMENT This Independent Contractor Sales and Distribution Licensing Agreement ("Agreement") is made and entered into, effective this 17th day of January 2001, by and between AMERICARE BIOLOGICALS, INC., a Florida corporation doing business at 20 N.W. 181st Street, Miami, Florida 33169 (USA) ("Americare") and GLOBAL INTERNATIONAL EQUIPMENT, INC. or assignee(s) ("Distributor") doing business at 1141 West 42nd Place, Hialeah, Florida 33012. WHEREAS, AMERICARE owns and/or has proprietary interest in certain non invasive diagnostic testing technology including but not limited to, testing for HIV, using its Saliva, which has been incorporated into its Ana-Sal(R) HIV Tests ("Product"). WHEREAS, Distributor desires to market and sell the Product in the Territory as defined herein; WHEREAS, the parties desire to reduce

Americare Health Scan Inc – SECURED PROMISSORY NOTE (December 19th, 2001)

Exhibit 4.1 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 55189 promises to pay JOSEPH P. D'ANGELO or his successors in interest (hereinafter D'Angelo) whose address is 400 Poinciana Dr., Hallandale, Florida 33069, the principal sum of One Million Four Hundred Thousand Dollars ($1,400,000.00) plus all accrued interest, plus any additional funds that are advanced pursuant to this blanket collateral note up to the principal sum of Two Million Dollars ($2,000,000.00). That said funds are due and owing to D'Angelo for monies advanced to Borrower and for D'Angelo's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said

Americare Health Scan Inc – SALES AND DISTRIBUTION LICENSING AGREEMENT (December 19th, 2001)

EXHIBIT 10.13 SALES AND DISTRIBUTION LICENSING AGREEMENT This Independent Contractor Sales and Distribution Licensing Agreement ("Agreement") is made and entered into, effective this 30th day of November 2001, by and between AMERICARE BIOLOGICALS, INC., a Florida corporation doing business at 20 N.W. 181st Street, Miami, Florida 33169 (USA) ("Americare") and THEODORE PARDO assignee(s) ("Distributor") doing business at 999 Brickell Bay Drive, #811, Miami, Florida 33131. WHEREAS, AMERICARE owns and/or has proprietary interest in certain non invasive diagnostic testing technology including but not limited to, testing for HIV, using its Saliva, which has been incorporated into its Ana-Sal(R) HIV Tests ("Product"). WHEREAS, Distributor desires to market and sell the Product in the Territory as defined herein; WHEREAS, the parties desire to reduce to writing their

Americare Health Scan Inc – SECURED PROMISSORY NOTE (December 19th, 2001)

Exhibit 4.2 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay DAYCON INVESTORS ASSOCIATES, INC.,(hereinafter Daycon) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of One Million Dollars ($1,000,000.00). That said funds are due and owing to Daycon for monies advanced to Borrower and for Daycon's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Daycon to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally agrees to ex

Americare Health Scan Inc – BUSINESS LEASE (November 14th, 2001)

Exhibit 10.8 BUSINESS LEASE THIS LEASE, entered into this 1st day of October 2001 between Universal Realty Development, Co., of the County of Miami-Dade in the state of Florida (hereinafter "Lessor or Landlord"), and Americare Health Scan, Inc. of the County of Miami-Dade in the State of Florida (hereinafter "Lessee or Tenant"): WITNESSETH, That Lessor does this day Lease unto Lessee, and Lessee does hereby hire and take as tenant 20,805 square feet of office, laboratory and warehouse space located at 20 NW 181st Street, Miami, Florida 33169 (hereinafter the "Premises"), for the term of Five (5) Years, beginning the 1st day of October 2001, and ending the 30th day of September, 2006, at and for the agreed annual rental of $221,573, payable $18,463.45 per month. Except as otherwise stated herein, said payments shall cover all gas, water, sewer, property tax an

Americare Health Scan Inc – SECURED PROMISSORY NOTE (November 14th, 2001)

Exhibit 4.2 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay DAYCON INVESTORS ASSOCIATES, INC.,(hereinafter Daycon) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of One Million Dollars ($1,000,000.00). That said funds are due and owing to Daycon for monies advanced to Borrower and for Daycon's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Daycon to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally agrees to ex

Americare Health Scan Inc – SECURED PROMISSORY NOTE (November 14th, 2001)

Exhibit 4.3 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay AMERICARE SERVICES, INC., (hereinafter Americare) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of Two Hundred Thousand Dollars ($200,000.00). That said funds are due and owing to Americare for monies advanced to Borrower and for Americare's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Americare to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally ag

Americare Health Scan Inc – SECURED PROMISSORY NOTE (November 14th, 2001)

Exhibit 4.1 SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 55189 promises to pay JOSEPH P. D'ANGELO or his successors in interest (hereinafter D'Angelo) whose address is 400 Poinciana Dr., Hallandale, Florida 33069, the principal sum of One Million Four Hundred Thousand Dollars ($1,400,000.00) plus all accrued interest, plus any additional funds that are advanced pursuant to this blanket collateral note up to the principal sum of Two Million Dollars ($2,000,000.00). That said funds are due and owing to D'Angelo for monies advanced to Borrower and for D'Angelo's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said

Americare Health Scan Inc – SECURED PROMISSORY NOTE (August 14th, 2001)

SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay DAYCON INVESTORS ASSOCIATES, INC.,(hereinafter Daycon) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of One Million Dollars ($1,000,000.00). That said funds are due and owing to Daycon for monies advanced to Borrower and for Daycon's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Daycon to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally agrees to execute a security agreement collatera

Americare Health Scan Inc – SECURED PROMISSORY NOTE (August 14th, 2001)

SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 55189 promises to pay JOSEPH D'ANGELO or his successors in interest (hereinafter D'Angelo) whose address is 400 Poinciana Dr., Hallandale, Florida 33069, the principal sum of One Million Four Hundred Thousand Dollars ($1,400,000.00) plus all accrued interest, plus any additional funds that are advanced pursuant to this blanket collateral note up to the principal sum of Two Million Dollars ($2,000,000.00). That said funds are due and owing to D'Angelo for monies advanced to Borrower and for D'Angelo's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by D'Angelo to Borrower and forebearance on initiating co

Americare Health Scan Inc – SECURED PROMISSORY NOTE (August 14th, 2001)

SECURED PROMISSORY NOTE The undersigned corporations, namely, Americare Health Scan, Inc. and its subsidiary Americare Biologicals, Inc. (hereinafter referred to as "Borrower"), whose address is 20 NW 181st Street, Miami, Florida 33169, promises to pay AMERICARE SERVICES, INC., (hereinafter Americare) whose address is 20 NW 181st Street, Miami, Florida 33169, the principal sum of Two Hundred Thousand Dollars ($200,000.00). That said funds are due and owing to Americare for monies advanced to Borrower and for Americare's willingness to advance additional funds and Borrower's willingness and need to continue to receive additional funds and consideration of said funding by Americare to Borrower and forebearance on initiating collection or demand on the previously advanced funds to Borrower, Borrower hereby agrees to execute this blanket promissory note and additionally agrees to execute a security agreement collateral