RECITALS:Employment Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
Contract Type FiledOctober 27th, 1999 Company Industry Jurisdiction
Exhibit 10.10 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") entered into at Beachwood, Ohio, this 1st day of February 2002, by and between EMPYREAN BIOSCIENCE, INC. (the "Company") and BENNETT...Employment Agreement • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledApril 16th, 2002 Company Industry
EXHIBIT 4.8 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Empyrean Bioscience Inc • June 22nd, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledJune 22nd, 2001 Industry Jurisdiction
BETWEENDistribution Agreement • November 16th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
Contract Type FiledNovember 16th, 1999 Company Industry Jurisdiction
WITNESSETH:Securities Purchase Agreement • August 8th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledAugust 8th, 2001 Company Industry Jurisdiction
LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into as of October 1, 1999 by and between The Coleman Company, Inc. ("COLEMAN"), a Delaware corporation, with an office at 3600 N. Hydraulic, P.O. Box 2931, Wichita, Kansas...License Agreement • November 16th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Kansas
Contract Type FiledNovember 16th, 1999 Company Industry Jurisdiction
IBC-EMPYREAN, L.L.C. OPERATING AGREEMENT TABLE OF CONTENTSOperating Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") entered into this 9th day of August, 2000 ("Effective Date") by and between Empyrean Bioscience, Inc. ("Empyrean"), a Wyoming corporation, having an office at 23800 Commerce Park Road, Suite...Settlement Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT, dated as of August 9, 2000, by and between, Empyrean Bioscience, Inc., a Wyoming corporation (the "Company"), and International Bioscience Corporation, a Florida corporation (the...Nonqualified Stock Option Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
Exhibit 4.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Empyrean Bioscience Inc • November 9th, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledNovember 9th, 2001 Industry Jurisdiction
1 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is being entered into as of February 3, 2001, by and between Douglas G. Furth ("Consultant") and Empyrean Bioscience, Inc. ("Company"), whereby the Company has agreed to...Consulting Agreement • March 28th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
Contract Type FiledMarch 28th, 2001 Company Industry Jurisdiction
ARTICLE IEmpyrean Bioscience Inc • June 22nd, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledJune 22nd, 2001 Industry Jurisdiction
BETWEENJoint Venture Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
ARTICLE IEmpyrean Bioscience Inc • November 9th, 2001 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledNovember 9th, 2001 Industry Jurisdiction
TRADEMARK LICENSE FROM IBC TO EMPYREAN (for sales of Licensed Products in US) TRADEMARK LICENSE FROM IBC TO EMPYREAN This License Agreement (the "Agreement") made as of the 9th day of August, 2000 ("the Effective Date") by and among INTERNATIONAL...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 3, 2001, by and among EMPYREAN BIOSCIENCE, INC., a Delaware corporation, with its principal office located at 23800 Commerce Park Road,...Registration Rights Agreement • August 8th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledAugust 8th, 2001 Company Industry Jurisdiction
Exhibit 10.31 [Gruntal & Co. LLC Letterhead] November 15, 2001 STRICTLY PRIVATE ---------------- AND CONFIDENTIAL ---------------- Richard Adamany President & CEO Empyrean Bioscience, Inc. 23800 Commerce Park, Suite A Cleveland, OH 44122 Dear Mr....Empyrean Bioscience Inc • April 16th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries
Company FiledApril 16th, 2002 Industry
EXHIBIT 4.9 SECURITY AGREEMENT 1. IDENTIFICATION. This Security Agreement (the "Agreement"), dated for identification purposes only June 11, 2001, is entered into by and between Empyrean Bioscience, Inc., a Delaware corporation ("Debtor" or...Security Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledJune 22nd, 2001 Company Industry Jurisdiction
RECITALSIndemnification Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledJune 22nd, 2001 Company Industry Jurisdiction
LICENSE AGREEMENT FROM IBC TO EMPYREAN (for sales of Licensed Products in the U.S.) LICENSE AGREEMENT FROM IBC TO EMPYREAN This License Agreement (the "Agreement") made as of the 9th day of August, 2000 ("the Effective Date") by and among...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
OFEmpyrean Bioscience Inc • August 14th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Company FiledAugust 14th, 2002 Industry Jurisdiction
EXHIBIT A --------- PLAN OF MERGERPlan of Merger • March 30th, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledMarch 30th, 2001 Company Industry
NOTEEmpyrean Bioscience Inc • August 14th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Company FiledAugust 14th, 2002 Industry Jurisdiction
EXHIBIT 10.27 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Empyrean Bioscience, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, Secured 8% Convertible...Subscription Agreement • June 22nd, 2001 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledJune 22nd, 2001 Company Industry Jurisdiction
PUT AGREEMENT PUT AGREEMENT, dated of August 9, 2000, by and between Empyrean Bioscience, Inc., a Wyoming corporation (the "Empyrean"), and International Bioscience Corporation, a Florida corporation ("IBC"). WITNESSETH: WHEREAS, Empyrean and IBC are...Put Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
RECITALSSub-License Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledOctober 27th, 1999 Company Industry Jurisdiction
OFEmpyrean Bioscience Inc • April 16th, 2002 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Company FiledApril 16th, 2002 Industry Jurisdiction
TRADEMARK LICENSE FROM EMPYREAN TO IBC-EMPYREAN LLC (for sales of Licensed Products worldwide with the exception of Brazil and US) TRADEMARK LICENSE FROM EMPYREAN TO IBC-EMPYREAN LLC This License Agreement (the "Agreement") made as of the 9th day of...License Agreement • August 17th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Florida
Contract Type FiledAugust 17th, 2000 Company Industry Jurisdiction
EXECUTION COPY RESTATED REIMBURSEMENT AND SECURITY AGREEMENT REIMBURSEMENT AND SECURITY AGREEMENT dated January 16, 2002, made by EMPYREAN BIOSCIENCE, INC., a Delaware corporation with its principal place of business at 23800 Commerce Park Rd., Suite...Reimbursement and Security Agreement • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
Contract Type FiledApril 16th, 2002 Company Industry Jurisdiction
VOID AFTER 5:00 P.M., NEW YORK TIME ON ____________, 2001 WARRANT TO PURCHASE _____________ SHARES OF COMMON STOCK ------------------------------------------ -------------------------------------- WARRANT TO PURCHASE COMMON STOCKEmpyrean Bioscience Inc • March 30th, 2000 • Wholesale-drugs, proprietaries & druggists' sundries • Arizona
Company FiledMarch 30th, 2000 Industry Jurisdiction
AGREEMENT AND ASSIGNMENT OF DISTRIBUTION RIGHTS THIS AGREEMENT AND ASSIGNMENT OF DISTRIBUTION RIGHTS (the "Assignment") is made and entered into as of the 31st day of August, 1998, by and among GEDA International Marketing Company Limited ("GIMCO")...Requirements Agreement • October 27th, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
Contract Type FiledOctober 27th, 1999 Company Industry Jurisdiction
CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT By and Among Global Strategic Holdings, Ltd. Successway Holdings Limited Lampton, Inc. Turbo International Ltd.Convertible Debenture and Warrant Purchase Agreement • October 1st, 1999 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Contract Type FiledOctober 1st, 1999 Company Industry Jurisdiction
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release ("Agreement") is made and entered into between Stephen D. Hayter, 7025 E. Stone Raven Trail, Scottsdale, Arizona 85262, and Empyrean Bioscience, Inc.,...Confidential Settlement Agreement and Release • March 30th, 2000 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledMarch 30th, 2000 Company Industry
April 26, 2001 Mr. Bennett S. Rubin Executive Vice President & Chief Operating Officer 23800 Commerce Park Road Suite A Cleveland, OH 44122 RE: Empyrean Bioscience, Inc. Trademark License with Sunbeam Products, Inc. Our File No.: GN002622 Dear...Empyrean Bioscience Inc • May 14th, 2001 • Wholesale-drugs, proprietaries & druggists' sundries
Company FiledMay 14th, 2001 Industry
Exhibit 10.27 PROMISSORY NOTEPromissory Note • April 16th, 2002 • Empyrean Bioscience Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
Contract Type FiledApril 16th, 2002 Company Industry JurisdictionReferences in the shaded area are for lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.