EX-99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 15th day of March, 2002, by and among Joshua Tree Construction, Inc., a Nevada corporation which may change its name to Nutritionary,...Stock Purchase Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
EX-99.5 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,...Joshua Tree Construction Inc • May 16th, 2002 • Services-management services • New Jersey
SUBSCRIPTION AGREEMENT Joshua Tree Construction, Inc. 3635 Boardman Canfield Road Canfield, OH 44406 Ladies and Gentlemen: It is understood that the securities described below are being offered for sale (the "Offering") pursuant to an exemption from...Subscription Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • Nevada
EX-99.7 CONSULTING AGREEMENT AGREEMENT made as of the __ day of March, 2002 (the "Effective Date"), between Joshua Tree Construction, Inc., which may become known as Nutritionary, Inc. ("Company"), and Keith Frankel, having an address at 8 Henderson...Consulting Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made this as of the __ day of March, 2002, by and between JOSHUA TREE CONSTRUCTION, INC., which may become known as Nutritionary, Inc. ("NUTRITIONARY"), a Nevada corporation having an...Security Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
UNCONDITIONAL GUARANTYJoshua Tree Construction Inc • May 16th, 2002 • Services-management services
To induce SIMON to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to SIMON and his successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to SIMON and his affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, swap agreements (as defined in 11 U.S. Code ss. 101), instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Transaction Documents defined below, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED,...Exercise Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
EX-99.12 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of this day of March, 2002 is made by JOSHUA TREE CONSTRUCTION, INC., which may become known as Nutritionary, Inc., a Nevada corporation having an address at 3635 Canfield Boardman Drive,...Pledge Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made this ___ day of March, 2002, by and between AMERICAN HEALTH AND DIET CENTERS, INC., ("AHDC"), a Delaware corporation having an address at 100 Lehigh Drive, Fairfield, New Jersey...Security Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
EXCLUSIVE MANUFACTURING AGREEMENT AGREEMENT, entered into as of March , 2002, between Vitaquest International, Inc. (hereinafter "Manufacturer"), a Delaware Corporation, with offices located at 8 Henderson Drive, West Caldwell, New Jersey and American...Exclusive Manufacturing Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
UNCONDITIONAL GUARANTYJoshua Tree Construction Inc • May 16th, 2002 • Services-management services
To induce FRANKEL to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to FRANKEL and his successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to FRANKEL and his affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, swap agreements (as defined in 11 U.S. Code ss. 101), instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Transaction Documents defined below, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to b
EX-99.9 UNCONDITIONAL REIMBURSEMENT AND INDEMNIFICATION AGREEMENTReimbursement and Indemnification Agreement • May 16th, 2002 • Joshua Tree Construction Inc • Services-management services • New Jersey
To induce FRANKEL to continue his guaranty (the "HUBCO Agreement") of certain debt of AHDC to Hudson United Bank for a limited period of time pursuant to the terms of the Stock Purchase Agreement (as hereinafter defined), Obligor hereby absolutely, irrevocably and unconditionally guarantees to FRANKEL and his successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of AHDC to Hudson United Bank, and Obligor hereby agrees to indemnify and hold FRANKEL harmless from and against any and all liability under the HUBCO Agreement, and agrees that in the event, for any reason, FRANKEL is required to make any payments to Hudson United Bank under the HUBCO Agreement, Obligor shall immediately reimburse FRANKEL for such payments, together with any and all costs and expenses incurred in connection with such payments (collectively, the "Guaranteed Obligations"). This Unconditional Reimbursement and Indemnification Agreement (the "Agreement") is being
March 28, 2002 VIA FAX 973.538.1984 Harold Atlas, Esq. Riker, Danzig, Scherer, Hyland & Perretti LLP One Speedwell Avenue Morristown, NJ 07962 Re: Joshua Tree Construction, Inc./American Health and Diet Centers, Inc. Dear Mr. Atlas: This letter...Joshua Tree Construction Inc • May 16th, 2002 • Services-management services
