AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT (this "Amendment") to the Merger Agreement (as defined below) is made and entered into as of September 29, 2000, by and among the parties to the Merger Agreement, with reference to the...Agreement and Plan of Merger • October 16th, 2000 • Procare Industries LTD • Pharmaceutical preparations • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERSStock Exchange Agreement • August 14th, 2001 • Duct Utility Construction & Technologies Inc • Pharmaceutical preparations • Ohio
FUNDING AGREEMENT THIS AGREEMENT, is effective July __, 1999, and is between ProCare Industries, Ltd. ("Company") and Robert W. Marsik, President ("Marsik") and is made with reference to the following agreed facts: A. The Company is a publicly owned...Funding Agreement • May 15th, 2000 • Procare Industries LTD • Pharmaceutical preparations
EXHIBIT 10.14 DUCT UTILITY CONSTRUCTION AND TECHNOLOGIES, INC. STOCK PURCHASE AGREEMENT DUCT UTILITY CONSTRUCTION AND TECHNOLOGIES INC., A COLORADO CORPORATION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered...Stock Purchase Agreement • April 16th, 2002 • Duct Utility Construction & Technologies Inc • Water, sewer, pipeline, comm & power line construction • Colorado
EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 13th day of August 2001 is by and amongst DUCT Construction Utility & Technologies, Inc. (the "Company") and Jeffrey Klein (The "Consultant"). WHEREAS,...Consulting Agreement • August 16th, 2001 • Duct Utility Construction & Technologies Inc • Pharmaceutical preparations • Florida
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERSStock Exchange Agreement • June 20th, 2001 • Procare Industries LTD • Pharmaceutical preparations • Ohio
EXHIBIT 10.3Consulting Agreement • August 27th, 2001 • Duct Utility Construction & Technologies Inc • Pharmaceutical preparations • Ohio
BROKER-DEALER SELLING AGREEMENTBroker-Dealer Selling Agreement • April 16th, 2002 • Duct Utility Construction & Technologies Inc • Water, sewer, pipeline, comm & power line construction • California
EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 13th day of August 2001 is by and amongst DUCT Utility Construction & Technologies, Inc. (the "Company") and Harold Gregg (The "Consultant"). WHEREAS,...Consulting Agreement • August 16th, 2001 • Duct Utility Construction & Technologies Inc • Pharmaceutical preparations • Ohio
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERSStock Exchange Agreement • June 20th, 2001 • Procare Industries LTD • Pharmaceutical preparations • Ohio
Exhibit 10.1 EMPLOYEE CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 20th day of August 2001 is by and amongst DUCT Construction Utility & Technologies, Inc. (the "Company") and Randall Drew (The "Employee")....Employee Consulting Agreement • August 27th, 2001 • Duct Utility Construction & Technologies Inc • Pharmaceutical preparations • Ohio
REVISED STOCK COMPENSATION AGREEMENTRevised Stock Compensation Agreement • April 10th, 2001 • Procare Industries LTD • Pharmaceutical preparations
THIS AGREEMENT, is made November 15, 2000 effective September 25, 2000, and is between ProCare Industries, Ltd. (“Company”) and Robert W. Marsik, President (“Marsik”) and is made with reference to the following agreed facts:
ProCare Industries, Ltd. 1960 White Birch Drive Vista, CA 92083 760-599-8559 Tel. 760-599-4433 Fax November 30, 1999 Arlington Capital P.O. Box 11447 Beverly Hills, CA 90213 ATTN: Robert DiMinico RE: Stock Purchase Agreement Mr. DiMinico, This letter...Procare Industries LTD • December 14th, 1999 • Pharmaceutical preparations
SECOND REVISED FUNDING AGREEMENTSecond Revised Funding Agreement • April 10th, 2001 • Procare Industries LTD • Pharmaceutical preparations
THIS AGREEMENT, is effective as of July __, 1999, and is between ProCare Industries, Ltd. (“Company”) and Robert W. Marsik, President (“Marsik”) and is made with reference to the following agreed facts:
EXHIBIT 10.19-B February 1, 2002 Mr. Randall Drew DUCT Utility Construction & Technologies, Inc. 1101 Saint Gregory Street, Suite 260 Cincinnati, OH 45202 Dear Mr. Drew The purpose of this letter is to set forth the terms and conditions upon which...Duct Utility Construction & Technologies Inc • April 16th, 2002 • Water, sewer, pipeline, comm & power line construction
ARTICLE II REPRESENTATIONS AND WARRANTIES OF PROCARE AND BUYERStock Exchange Agreement • June 20th, 2001 • Procare Industries LTD • Pharmaceutical preparations • Ohio
EXHIBIT 10.16 NOTE FOR SERVICES EXCHANGE AGREEMENT This agreement hereby assigns a note receivable for the sum of $100,000 owed by DUCT Utility Construction & Technologies, Inc. and due on December 31, 2001, from Randall A. Drew, Chief Executive...Note for Services Exchange Agreement • April 16th, 2002 • Duct Utility Construction & Technologies Inc • Water, sewer, pipeline, comm & power line construction
This agreement hereby assigns a note receivable for the sum of $100,000 owed by DUCT Utility Construction & Technologies, Inc. and due on December 31, 2001, from Randall A. Drew, Chief Executive Officer of DUCT, to BJ Ukra, an individual residing in Los Angeles, California, in exchange for personal tax consulting services throughout 2002.
ProCare Industries, Ltd.1960 White Birch Drive Vista, CA 92083Procare Industries LTD • April 18th, 2001 • Pharmaceutical preparations
This letter of intent will outline the mutual understandings, which have been reached pursuant to which ProCare Industries, Ltd., a Colorado corporation (“ProCare”) will acquire HK Utility Construction, Inc., a Delaware corporation (“HK”). The completion of the transaction described herein (the “Closing”) is intended to occur at the earliest practicable time, but not sooner than the completion, to our mutual satisfaction, of the matters set forth below.
STOCK COMPENSATION AGREEMENT THIS AGREEMENT, is made effective September 25, 2000, and is between ProCare Industries, Ltd. ("Company") and Robert W. Marsik, President ("Marsik") and is made with reference to the following agreed facts: A. The Company...Stock Compensation Agreement • October 16th, 2000 • Procare Industries LTD • Pharmaceutical preparations
EXHIBIT 10.19 November 21, 2001 Mr. Randall Drew DUCT Utility Construction & Technologies, Inc. 1101 Saint Gregory Street, Suite 260 Cincinnati, OH 45202 Dear Mr. Drew The purpose of this letter is to set forth the terms and conditions upon which DUCT...Duct Utility Construction & Technologies Inc • April 16th, 2002 • Water, sewer, pipeline, comm & power line construction
The purpose of this letter is to set forth the terms and conditions upon which DUCT Utility Construction & Technologies, Inc. ("Company" or "DUCT") and their subsidiaries and affiliates has agreed to engage Hotovec, Pomeranz & Co. ("HPC"), to perform various services described in this letter. In order to successfully complete this project, DUCT will need to work closely with HPC throughout the term of the project. A description of the services, activities and compensation are as follows:
