National Boston Medical Inc Sample Contracts

National Boston Medical Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.62 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 21st Day of September 1999 by and between National Boston Medical, Inc. (Company) and Raymond Volpe (Executive). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Executive for a term beginning on the date of this Agreement and continuing at the mutual consent of both parties as its Vice President OTC Products or at a comparable management position with the Company and the Executive hereby accepts such employment in accordance with the terms of this Agreement. Not withstanding the aforesaid, if this Agreement shall not have been terminated in accordance with the provisions herein on or before September 24, 2000, then it shall automatically continue until (a) the Agreement is terminated earlier in accordance with the provisions herein or (b) the Board of Direct

National Boston Medical Inc – CONVERTIBLE NOTE (November 22nd, 1999)

EXHIBIT 4.12 This Note, and the securities issuable upon the conversion of this Note, have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable state law and may not be sold, transferred or otherwise disposed of unless registered under the Act and any applicable state act or unless the Company receives an opinion from counsel for the holder and is satisfied that this Note and the underlying securities may be transferred without registration under the Act. CONVERTIBLE NOTE As of August 19, 1999 $1,700,000 Palm Beach, Florida FOR VALUE RECEIVED, NATIONAL BOSTON MEDICAL, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of THOMSON KERNAGHAN & CO. LIMITED, as Agent, or any subsequent holder of this Note (the "Payee"), at 365 Bay Street, 10th Floor, Tor

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.61 SETTLEMENT AGREEMENT This Settlement Agreement made as of September 15, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, Massachusetts 02780 ("NBM") and PATRICK LAWLESS, who resides at 21 Bawley Street, Laguna Niguel, CA 92677 ("LAWLESS"). Currently NBM owes $15,477.00 to LAWLESS (the "INDEBTEDNESS"). In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following: 1. NBM shall issue to LAWLESS (or his designee) and LAWLESS shall accept 103,180 shares of NBM restricted common stock (the "STOCK") as full and final satisfaction of the INDEBTEDNESS, to be issued within two (2) weeks of execution of thi

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.63 SETTLEMENT AGREEMENT This Settlement Agreement made as of September 24, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, Massachusetts 02780 ("NBM") and Michael Hodge, who resides at P.O. Box 11844, Huntsville, AL 35714 ("HODGE"). Currently NBM owes $18,000.00 to HODGE. In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following: 1. NBM shall pay HODGE and HODGE shall accept $6,000 on or before October 1, 1999 with no additional interest accruing thereon and no penalty for prepayment. 2. NBM shall issue 80,000 shares of its restricted common stock to HODGE (or its designee) on or before October 8,

National Boston Medical Inc – AGREEMENT (November 22nd, 1999)

EXHIBIT 10.59 MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT "DTCP" PRODUCTS This Agreement ("Agreement") is by and between DEAN TORNABENE and CHARLES PEREZ as individuals or a company to be designated by them at a future date (collectively, "DTCP"), and NATIONAL BOSTON MEDICAL, INC., a Nevada corporation ("National Boston"), both of which are sometimes referred to herein as a "party" or the "parties". WHEREAS, DTCP owns and/or controls all rights of manufacturing, distribution and sale with respect to products as described in Exhibit A and all improvements, line extensions and modifications thereof (the "Product", and when more than one - "Products"); and WHEREAS, DTCP is in the business, among other things, of manufacturing, advertising, marketing and distributing products in various media; and

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.68 NATIONAL BOSTON MEDICAL, INC. PHONE (508) 884-8820 - FAX (508) 880-5208 SETTLEMENT AGREEMENT This Settlement Agreement made as of October 18, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, MA 02780 ("National Boston Medical, Inc.") and AfterMarket Company, 5260 West Phelps, Suite B, Glendale, AZ 85306 (AMC). Currently National Boston Medical, Inc. owes $68,386.98 to AMC (the "INDEBTEDNESS"). In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agrees to the following: 1. NBM shall issue to AMC (or the designee) and AMC shall accept 250,000 shares of the restricted common stock of National Boston Medical, Inc. (the "STOCK"), to be issued within two (2) weeks

National Boston Medical Inc – DEBENTURE PURCHASE AGREEMENT (November 22nd, 1999)

EXHIBIT 4.13 DEBENTURE PURCHASE AGREEMENT BETWEEN NATIONAL BOSTON MEDICAL, INC. AND OXFORD CAPITAL CORP. September 2, 1999 DEBENTURE PURCHASE AGREEMENT This Debenture Purchase Agreement is made as of September 2, 1999, between National Boston Medical, Inc. (the "Company"), a Nevada corporation, and Oxford Capital Corp. (the "Purchaser"), a Cayman Island corporation. In consideration of the premises, mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01.

National Boston Medical Inc – COMPROMISE AND SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.66 COMPROMISE AND SETTLEMENT AGREEMENT This Agreement is entered into between DeVo Media, Inc. ("DeVo"), and Flex Marketing, Inc., National Boston Medical, Inc., Ernest Zavoral and Remon P. Hayek, collectively referred to as ("Flex"): Whereas, Devo asserts claims against Flex alleging breach of Strategic Alliance Agreement entered into on July 10, 1997 as well as a claim for fraudulent inducement. Based on these claims, a civil complaint has been filed in the Mahoning County Court of Common Please entitled DeVo Media, Inc. v. flex Marketing, Inc., et. al. (Case No. 99 CV 832). All parties to this agreement wish to reach full and final settlement of all matters and all causes of action arising out of the facts and claim as set forth above. The parties to this agreement, in consideration of the mutual covenants and agreements to be performed, as set forth below, agree as follows: 1. Flex agr

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.58 SETTLEMENT AGREEMENT This Settlement Agreement made as of August 25, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, Massachusetts 02780 ("NBM") and WORKHORSE COMPUTERS, INC. f/k/a Remote Information Systems, Inc., with offices at 1004 Silbury Drive, Austin, TX 78758 and DOUG JONES (collectively referred to herein as "WCI"). Currently NBM owes $22,274.17 to WCI. In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following: 1. NBM shall pay WCI and WCI shall accept $11,000 on or before August 27, 1999 with no additional interest accruing thereon and no penalty for prepayment. 2. NBM shall issue 74,982 shares of i

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.55 SETTLEMENT AGREEMENT This Settlement Agreement made as of August 25, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, Massachusetts 02780 ("NBM") and ERNEST ZAVORAL, who resides at 211 Dartmouth Avenue, Canfield, OH 44406 ("ZAVORAL"). Currently NBM owes $73,056.00 to ZAVORAL (the "INDEBTEDNESS"). In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following: 1. NBM shall issue to ZAVORAL (or his designee) and ZAVORAL shall accept 487,040 shares of NBM restricted common stock (the "STOCK") as full and final satisfaction of the INDEBTEDNESS, to be issued within two (2) weeks of execution of thi

National Boston Medical Inc – AGREEMENT (November 22nd, 1999)

EXHIBIT 10.60 MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT CACTUS JACK PRODUCTS This Agreement ("Agreement") is by and between CACTUS JACK'S MARKETING CORP., an Iowa corporation ("Cactus Jack"), and NATIONAL BOSTON MEDICAL, INC., a Nevada corporation ("National Boston"), both of which are sometimes referred to herein as a "party" or the "parties". WHEREAS, Cactus Jack owns and/or controls all rights of manufacturing, distribution and sale with respect to products as described in Exhibit A and all improvements, line extensions and modifications thereof (the "Product", and when more than one - "Products"); and WHEREAS, Cactus Jack is in the business, among other things, of manufacturing, advertising, marketing and distributing products in various media; and WHEREAS, National Boston is also in the business, among other things, of manufac

National Boston Medical Inc – SETTLEMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.56 SETTLEMENT AGREEMENT This Settlement Agreement made as of August 25, 1999 by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation, with offices at 43 Taunton Green, 3rd Floor, Taunton, Massachusetts 02780 ("NBM") and RAYMOND VOLPE, who resides at 7800 Fairway Trail, Boca Raton, FL 33487 ("VOLPE"). Currently NBM owes $4,809.00 to VOLPE (the "INDEBTEDNESS"). In exchange for the following consideration as well as other good and valuable consideration paid in hand, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following: 1. NBM shall issue to VOLPE (or his designee) and VOLPE shall accept 32,060 shares of NBM restricted common stock (the "STOCK") as full and final satisfaction of the INDEBTEDNESS, to be issued within two (2) weeks of execution of this

National Boston Medical Inc – ADDENDUM TO EXCLUSIVE DISTRIBUTION AGREEMENT (November 22nd, 1999)

EXHIBIT 10.67 ADDENDUM TO EXCLUSIVE DISTRIBUTION AGREEMENT DATED JULY 17, 1998 WHEREAS, National boston Medical, Inc. ("NBM"), Bontempi Medical Corp., Canada and Bontempi Medical Corp., USA (collectively "Bontempi") are parties to an Exclusive Distribution Agreement dated July 17, 1998 (the "Agreement"). WHEREAS, the parties to the Agreement, as well as Bontempi, Snc. agree that a material term was omitted in the paperwork drafted to memorialize the Agreement, but was agreed to by all the parties to the Agreement. NOW THEREFORE, in exchange for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following: 1. NBM shall pay to Bontempi, Snc. and Bontempi, Snc. shall accept $175,000 in consideration for certain exclusive distribution rights granted to NBM as part of the Agreement. 2. The foregoin

National Boston Medical Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (November 22nd, 1999)

EXHIBIT 10.57 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is entered into as of the 25th day of August, 1999. A. Parties The parties to this Agreement are as follows: 1. Blitz Media Sales, L.L.C. dba Blitz Marketing, L.L.C., ("Blitz"), on its own behalf and on behalf of all of its agents, affiliates, subsidiaries and assigns, including, but not limited to, Blitz. All of the terms of this Agreement shall apply to and be binding on and for the benefit of Blitz, and all of its agents, affiliates subsidiaries and assigns. Execution of this Agreement by Blitz shall be deemed to constitute execution by all of its affiliates and subsidiaries as well.; and , 2. National Boston Medical, Inc., on its o

National Boston Medical Inc – EMPLOYMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.65 EMPLOYMENT AGREEMENT This Employment agreement (Agreement) is made and effective this 14th Day of September 1999 by and between National Boston Medical, Inc. (Company) and Michael Steinberg (Employee). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Employee for a term beginning on the date of this Agreement and ending September 14, 2000 as its Inventor Relations Specialist or at a higher responsible position with the Company and the Employee hereby accepts such employment in accordance with the terms of this Agreement. Not withstanding the aforesaid, if this Agreement shall not have been terminated in accordance with the provisions herein on or before September 14, 2000, the remaining term of the Agreement shall be extended such that each and every moment of time thereafter, the remaining term shall be one year unless (a) the Agreement is ter

National Boston Medical Inc – STOCK PURCHASE AGREEMENT (November 22nd, 1999)

EXHIBIT 10.54 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the 24th day of August, 1999, by and between NATIONAL BOSTON MEDICAL, INC., a Nevada corporation ("Buyer"), and JEFF FREEDMAN ("Seller"). Buyer and the Seller are referred to collectively herein as the "Parties." The issued and outstanding capital stock of Product Sourcing Ltd. ("PSL"), a Georgia corporation consists of five hundred (500) shares of common stock (the "Shares"), all of which are owned by Seller. Seller desires to sell, and Buyer desires to purchase the Shares on the terms and conditions contained herein. Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows: 1. Purchase and Sale of Shares. Seller agrees to sell to Buyer, and Buyer agr

National Boston Medical Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 22nd, 1999)

EXHIBIT 10.64 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 30th Day of August 1999 by and between National Boston Medical, Inc. (Company) and Edward Galanif (Executive). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Executive for a term beginning on the date of this Agreement and ending August 30, 2000 as its Controller or at a higher responsible management position with the Company and the Executive hereby accepts such employment in accordance with the terms of this Agreement. Not withstanding the aforesaid, if this Agreement shall not have been terminated in accordance with the provisions herein on or before August 30, 2000, the remaining term of the Agreement shall be extended such that each and every moment of time thereafter, the remaining term shall be one year unless (a) the Agreem

National Boston Medical Inc – EXCLUSIVE DISTRIBUTORSHIP AGREEMENT (August 20th, 1999)

EXHIBIT 10.5 EXCLUSIVE DISTRIBUTORSHIP AGREEMENT Between Bontempi Medical Corp. Canada and Bontempi Medical Corp. USA and National Boston Medical, Inc. Bontempi Medical Corp. Canada, a Canadian corporation and Bontempi Medical Corp. USA, a Massachusetts corporation, (collectively "Bontempi"), and National Boston Medical, Inc., a Delaware corporation, ("NBM" or "Distributor"), in consideration of the promises made herein and intending to be legally bound, agree as follows: RECITALS Legal Status of Bontempi Bontempi Medical Corp. Canada is a corporation duly organized, validly existing, and in good standing under the laws of Canada, with corporate power to own property and carry on its business as it is now being conducted. Bontempi Medical Corp. USA is a

National Boston Medical Inc – PRODUCTION AGREEMENT (August 20th, 1999)

EXHIBIT 10.29 PRODUCTION AGREEMENT This agreement is made September 22, 1998 by and between Flex Marketing, an Ohio corporation located at 2955 Canfield Road, Youngstown, OH 44511, and Banyan Productions, a Pennsylvania corporation located at 225 Arch Street, Philadelphia, PA 19106. Banyan will produce an infomercial for the product currently known as the Backstroke Back Massager (The Product) for National Boston Medical, Inc. Banyan will deliver a finished master of approximately 28:30 in length to National Boston Medical, Inc. of the infomercial on broadcast digital videotape, Superred and superless split audio. As discussed, National Boston Medical, Inc. will be responsible for any tags and customization (blue screens $ 800 #'s). Banyan agrees to completely produce the infomercial for $49,940. For this fee Banyan will also help to write all telemarketing scripts for said product. Banyan is not responsible

National Boston Medical Inc – AGREEMENT (August 20th, 1999)

EXHIBIT 10.35 BLITZ MARKETING AGREEMENT THIS AGREEMENT made this November 19th, 1998, by and between Blitz Marketing, inc. and FLEX MARKETING, INC., a National Boston Medical Co. ("Client"). WHEREAS, Client is in the business of selling its products and/or services via direct marketing to consumers who respond to television or print advertising using toll-free telephone numbers ("Customers"); and WHEREAS, Blitz Marketing is engaged in the business of marketing discount buying club memberships; and WHEREAS, Client desires to make available the discount buying club memberships offered by Blitz Marketing to its Customers; and WHEREAS, Some Customers will elect to purchase Blitz Marketing discount club memberships ("Members"). NOW, THEREFORE, in consideration of the mutual undertakings hereinafter set forth and other good and valuable consideration, the parties agree as follows: 1. Client's

National Boston Medical Inc – STANDARD FORM COMMERCIAL LEASE (August 20th, 1999)

EXHIBIT 10.46 STANDARD FORM COMMERCIAL LEASE 1. PARTIES (Fill in) Lessor, which expression shall include Mello Investment Trust, heirs, successors, and assigns where the context so admits, does hereby lease to NATIONAL BOSTON MEDICAL, 43 Taunton Green, Taunton, MA 02780 Lessee, which expression shall include successors, executors, administrators, and assigns were the context so admits, and the LESSEE hereby leases the following described premises: 2. PREMISES (Fill in and include, if applicable, suite number, floor number, and square feet) Second Floor Suite Four (4) 400 Square Feet. together with the right to use in common, with others entitled thereto, the hallways, stairways, and elevators, necessary for access to said leased premises, and lavatories nearest thereto. 3. TERM (Fill in) The term of this lease shall be for One Year commencing on September 1, 1998 and ending on August 31, 1999. 4. RENT (Fill

National Boston Medical Inc – OPERATING AGREEMENT (August 20th, 1999)

EXHIBIT 10.17 OPERATING AGREEMENT FOR BOSTON MEDICAL MARKETING, a limited liability company ARTICLE 1. DEFINITIONS The following capitalized terms are used in this Operating Agreement with the meanings thereafter ascribed: "Affiliate" means (a) in the case in an individual, any relative of such Person, (b) any officer, directors, trustee, partner, manager, employee or holder of ten percent (10%) or more of any class of the voting securities of or equity interest in such Person; (c) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (d) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of the outstanding vot

National Boston Medical Inc – CONSULTING AGREEMENT (August 20th, 1999)

EXHIBIT 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into as of October 9, 1998 by and between FRAGRANCE EXPRESS, INC., a Nevada corporation, with offices at 43 Taunton Green, Taunton, MA 02780 (the "Company") and Good Works, Inc., and or its affiliates, successors or assigns ("Consultant") WITNESSETH: WHEREAS Consultant provides corporate growth development consulting services; WHEREAS the Company desires to engage the services of Consultant in accordance with the terms and conditions set forth in this Agreement, and; WHEREAS in the context of this Agreement, the term "Transaction" shall mean issuance of stock or any other securities, spin-off or redeployment of assets, or divisions, restructuring, or other transaction undertaken by the Company or any person or entity acting together with or for the benefit of the Company. The term "Value

National Boston Medical Inc – ACQUISITION AGREEMENT (August 20th, 1999)

EXHIBIT 10.2 ACQUISITION AGREEMENT Agreement dated as of 3/24/98 between Growth Industries, Inc., a Nevada corporation ("Buyer") on behalf of its shareholders, and Fragrance Express, Inc., a Florida corporation ("Seller") on behalf of its shareholders. The parties wish to provide for Seller's sale of the Shares to buyer and Buyer's purchase of the Shares from Seller on the terms and conditions of this Agreement. The parties agree as follows: 1. The Acquisition. 1.2 Purchase and Sale subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, Seller shall sell the Shares to Buyer, and Buyer shall purchase the Shares from Seller, free and clear of all Encumbrances. 1.3 Purchase Price. Buyer will cancel 1,200 shares of 10 to 1 convertible preferred stock with 10 to 1 voting rights for all of the outstanding capital stock of Growth.

National Boston Medical Inc – AGREEMENT FOR THE EXCHANGE OF STOCK (August 20th, 1999)

EXHIBIT 10.3 AGREEMENT FOR THE EXCHANGE OF STOCK AGREEMENT made this 8th day of October, 1998, by and between Fragrance Express, Inc., a Nevada corporation, including its wholly owned subsidiary, Fragrance Express, inc., a Florida corporation (hereinafter collectively referred to as the "ISSUER") and the individuals listed in Exhibit A attached hereto, (the "SHAREHOLDERS"), which SHAREHOLDERS own all of the issued and outstanding shares of National Boston Medical, Inc. a Delaware corporation. ("NBM") In consideration of the mutual promises, covenants, and representations contained herein, and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS: 1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this Agreement, the ISSUER agrees to issued to SHAREHOLDERS, 14,988,614 shares of RESTRICTED common stock of ISSUER (calculated as post-split shares or 59,954,456 pre-

National Boston Medical Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 20th, 1999)

EXHIBIT 10.42 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 23rd Day of July,1999 by and between National Boston Medical, Inc. (Company) and Ernest Zavoral (Executive). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Executive, for a term beginning on the date of this Agreement and ending July 26, 2001 as its Chief Operating Officer or at a higher responsible management position with the Company and the Executive hereby accepts such employment in accordance with the terms of this Agreement. Not withstanding the aforesaid, if this Agreement shall not have been terminated in accordance with the provisions herein on or before July 26, 2001, the remaining term of the Agreement shall be extended such that each and every moment of time thereafter, the remaining term shall be one year unless (a) the

National Boston Medical Inc – AGREEMENT (August 20th, 1999)

EXHIBIT 10.50 AGREEMENT THIS AGREEMENT, made and entered into this 30th day of June, 1999, by and between the undersigned, THE DAVID ARDEN GROUP, its agents, representatives, members, affiliates and assigns (hereinafter collectively referred to as "Group"), and NATIONAL BOSTON MEDICAL, INC.(hereinafter referred to as "NBM"), a Nevada corporation. For a good and valuable consideration, including the sum of $10.00 cash and hand paid, and the mutual promises, covenants, and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, it is agreed by the parties as follows: 1. To date, Group has received a total of 1,350,000 of NBM stock and $1,291,372 from NBM for consulting services. 2. Any and all prior agreements between the parties, jointly or severally, are hereby declared null and void ab initio, and shall be and are of no force and effect as of the date of

National Boston Medical Inc – SECURITIES SUBSCRIPTION AGREEMENT (August 20th, 1999)

EXHIBIT 4.4 SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT dated as of March, 1998 (the "Agreement"), is executed in reliance upon the exemption from registration afforded by Rule 504 of Regulation D ("Regulation D") as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended. Capitalized terms used herein and not defined shall have the meanings given to them in Regulation D. This Agreement has been executed by the undersigned "Buyer" in connection with the private placement of 12% Series A Senior Subordinated Convertible Redeemable Promissory Notes of Growth Industries, Inc., a corporation organized under the laws of Nevada, with its principal executive offices located at ___________________________________ (hereinafter referred to as "Seller"). Buyer hereby represents and warrants to, and agrees with Seller:

National Boston Medical Inc – MEDIA FUNDING AND SERVICING FEE AGREEMENT (August 20th, 1999)

EXHIBIT 10.31 DEAL TERMS MEDIA FUNDING AND SERVICING FEE AGREEMENT This Media Funding and Servicing Fee Agreement (the "Agreement") is entered into by and between Media Funding Corporation ("Corporation") and NATIONAL BOSTON MEDICAL, INC. ("Client") as of JANUARY 18th, 1999. 1. DEFINITIONS: As used herein, the following terms have the following respective meaning: (a) "Credit Card Processing Company" shall mean 1st USA PAYMENTECH; (b) "Fulfillment Company" shall mean the fulfillment company selected by Client to ship and process all orders for Produce which initially shall be ASW LOGISTICS; (c) "Gross Media Billings" shall mean all media costs charged by any broadcast or cable entity to advertisers, including the media agency feel; (d) "Gross Revenues" shall mean all monies collected or processed from any source in connection with the sa

National Boston Medical Inc – CONFIDENTIALITY & Manufacturing AGREEMENT (August 20th, 1999)

EXHIBIT 10.38 CONFIDENTIALITY & Manufacturing AGREEMENT 1. Confidential Information: During our negotiations, discussions and visits with Ernest Zavoral/Remon Hayek, herein after referred to as (EZ/RH), we at Kongent Company Limited, herein after referred to as (KCL) understands that we may come into possession of and may hereafter obtain confidential or proprietary information acquired or developed by and belonging or relating to EX/RH, including, but not limited to, EZ/RH's methods and systems, the names and addresses of EZ/RH's consultants manufactures and suppliers; prices charged and cost paid by EZ/RH; regardless of whether any such information, date or documents qualify or qualified as a "trade secret" under applicable federal or state law (the "Confidential Information"). Because the secrecy of the Confidential Information gives EZ/RH a significant competitive advantage in the development, marketing and sa

National Boston Medical Inc – RELEASE AND SETTLEMENT AGREEMENT (August 20th, 1999)

EXHIBIT 10.27 RELEASE AND SETTLEMENT AGREEMENT This Agreement made this 13th day of January, 1999, effective as of the day of December, 1998, by and between DAVID M. VITKO, both individually and as President of D.V. BACK PRODUCTS, INC. General Partner of BACKSTROKE, LTD. an Ohio Limited Partnership, of 158 North Main Street, Columbiana, Ohio 44408, hereinafter collectively referred to as 'BACK PRODUCTS" or "Back Products" and THG CONSTRUCTION MANAGEMENT, INC., FLEX MARKETING, INC., ERNEST ZAVORAL, and REMON HAYEK; all of whom have various addresses within the State of Ohio, but who for purposes of this Agreement shall collectively be hereinafter referred to as 'FLEX MARKETING" or "FMI", witnesseth: Whereas, Back Products has commenced a law suit naming FMI as Defendant(s), being known as Case No. 98 CV 349, Court of Common Pleas, Columbiana County, Ohio, hereinafter the "Suit". The claims raised in th

National Boston Medical Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 20th, 1999)

EXHIBIT 10.44 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 23rd Day of July,1999 by and between National Boston Medical, Inc. (Company) and Marek Lozowicki (Executive). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Executive for a term beginning on the date of this Agreement and ending July 23, 2000 as its Vice President of Operations or at a higher responsible management position with the Company and the Executive hereby accepts such employment in accordance with the terms of this Agreement. Not withstanding the aforesaid, if this Agreement shall not have been terminated in accordance with the provisions herein on or before July 23, 2000, the remaining term of the Agreement shall be extended such that each and every moment of time thereafter, the remaining term shall be one year unless (a) the

National Boston Medical Inc – STRUCTURE AGREEMENT BETWEEN MAXIMUM COVERAGE MEDIA, INC. (August 20th, 1999)

EXHIBIT 10.36 STRUCTURE AGREEMENT BETWEEN MAXIMUM COVERAGE MEDIA, INC. AND NATIONAL BOSTON MEDICAL BACKGROUND 1. National Boston Medical is in the business of, among other things, marketing and distributing via television. 2. Maximum Coverage Media, Inc. (MCM) is a medial agency that supplies airtime on a wide range of television stations, local cable systems, national cable networks, and regional sports networks. 3. The parties wish by this Agreement to set forth the terms under which National Boston Medical will utilize MCM as its agent for purchasing long form commercial airtime on national cable networks, regional sports networks broadcast television stations, and local cable systems. COVENANTS 1. Media Purchasing: MCM will act as National Boston Medical's agent of record for the placing and purchas

National Boston Medical Inc – CONVERTIBLE NOTE (August 20th, 1999)

EXHIBIT 4.11 This Note, and the securities issuable upon the conversion of this Note, have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable state law and may not be sold, transferred or otherwise disposed of unless registered under the Act and any applicable state act or unless the Company receives an opinion from counsel for the holder and is satisfied that this Note and the underlying securities may be transferred without registration under the Act. CONVERTIBLE NOTE As of November 25, 1998 $750,000 Palm Beach, Florida FOR VALUE RECEIVED, NATIONAL BOSTON MEDICAL, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of THOMSON KERNAGHAN & CO. LIMITED, as Agent, or any subsequent holder of this Note (the "Payee"), at 365 Bay Street, 10th Floor,

National Boston Medical Inc – COMMERCIAL REVOLVING OR DRAW NOTE (August 20th, 1999)

EXHIBIT 10.28 MODIFICATION OF VARIABLE RATE COMMERCIAL REVOLVING OR DRAW NOTE WHEREAS, heretofore and under date of May 30, 1997, Flex Marketing, Inc. (hereinafter called "Borrower"), made, executed and delivered to THE CORTLAND SAVINGS & BANKING COMPANY, (hereinafter "Bank") a Variable Rate Commercial Revolving or Draw Note (hereinafter "Note"), in the original principal amount of $150,000.00. WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the terms of the note be modified as hereinafter set out; NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of the Note, are hereby modified as follows: the Bank and the Borrower do hereby acknowledge that the loan number for Note #613001001 has been changed to #113010297. The Borrowe