Exhibit 10.20 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is entered into as of August 1, 2003, between HEALTH SCIENCES GROUP, INC., a Colorado Corporation (the "Company"), and STEVEN ANTEBI, an individual ("Consultant"), with...Consulting Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
SUBSCRIPTION AGREEMENTSubscription Agreement • February 9th, 2001 • Igohealthy Com Inc • Services-business services, nec
Contract Type FiledFebruary 9th, 2001 Company Industry
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is dated as of September 7, 2001, by and between International Pharmaceutical Group, LLC (the "Seller") and iGoHealthy.com, Inc. (the "Purchaser"). WHEREAS, the Purchaser is a Colorado corporation...Stock Purchase Agreement • October 24th, 2001 • Igohealthy Com Inc • Services-business services, nec • Colorado
Contract Type FiledOctober 24th, 2001 Company Industry Jurisdiction
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2003 • Health Sciences Group Inc • Services-business services, nec • New Jersey
Contract Type FiledMarch 11th, 2003 Company Industry Jurisdiction
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2003 • Health Sciences Group Inc • Services-business services, nec
Contract Type FiledMarch 11th, 2003 Company Industry
Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into effective as of August 11, 2003, by and between HEALTH SCIENCES GROUP, INC. (hereinafter called the "Corporation"), a Colorado corporation, and JACOB ENGEL, an...Executive Employment Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New Jersey
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
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 OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 20, 2002,...Health Sciences Group Inc • May 20th, 2003 • Services-business services, nec • California
Company FiledMay 20th, 2003 Industry Jurisdiction
RECITALSConsulting Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
Exhibit 10.9 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Health Sciences Group Inc • October 16th, 2003 • Retail-drug stores and proprietary stores
Company FiledOctober 16th, 2003 Industry
Exhibit 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080...Securities Purchase Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
Exhibit 10.18 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES...Health Sciences Group Inc • October 16th, 2003 • Retail-drug stores and proprietary stores • New York
Company FiledOctober 16th, 2003 Industry Jurisdiction
RECITALSIndemnity Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • Colorado
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
EXHIBIT EEmployment Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec • California
Contract Type FiledDecember 31st, 2001 Company Industry Jurisdiction
EXHIBIT A FORM OF HEALTH SCIENCES GROUP, INC.Health Sciences Group Inc • October 16th, 2003 • Retail-drug stores and proprietary stores • New York
Company FiledOctober 16th, 2003 Industry Jurisdiction
ESCROW AGREEMENTEscrow Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec
Contract Type FiledDecember 31st, 2001 Company Industry
Exhibit 10.19 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement?) is made as of May 21, 2003 by and between HEALTH SCIENCES GROUP, INC. ("HSG"), a Colorado corporation having its chief executive office located at 6080 Center Drive, 6th Floor,...Security Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • Colorado
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
SIGNATURE PAGE OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR PATRICK MORIARITYIgohealthy Com Inc • December 11th, 2000
Company FiledDecember 11th, 2000
ContractHealth Sciences Group Inc • June 14th, 2005 • Retail-drug stores and proprietary stores • New York
Company FiledJune 14th, 2005 Industry JurisdictionTHIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SCIENCES GROUP, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
Exhibit 10.24 EXHIBIT D REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of______________, 2003, among Health Sciences Group, Inc., a Colorado corporation (the "COMPANY"), and the...Registration Rights Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledJune 14th, 2005 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2005, by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
Warrant Date: 2,000,000 Shares August 1, 2003Health Sciences Group Inc • October 16th, 2003 • Retail-drug stores and proprietary stores
Company FiledOctober 16th, 2003 IndustryNEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Exhibit 10.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2003(this "Agreement"), is made by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th...Registration Rights Agreement • October 16th, 2003 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledOctober 16th, 2003 Company Industry Jurisdiction
Exhibit 99.10Securities Purchase Agreement • May 20th, 2003 • Health Sciences Group Inc • Services-business services, nec • California
Contract Type FiledMay 20th, 2003 Company Industry Jurisdiction
RECITALS:Confidentiality and Non-Competition Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec
Contract Type FiledDecember 31st, 2001 Company Industry
ACQUISITION OF APPLE PEEL TECHNOLOGIES, INC. BY HEALTH SCIENCES GROUP, INC.Agreement and Plan of Acquisition • December 30th, 2004 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Contract Type FiledDecember 30th, 2004 Company Industry Jurisdiction
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • April 15th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledApril 15th, 2005 Company Industry JurisdictionThis SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 15, 2005 by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
CONTRACT FOR SERVICES THIS AGREEMENT is dated for reference the 5th day of September, 2000. BETWEEN: Centurion Properties Development Corporation /dba/ iGoHealthy.com, a Colorado corporation, with principal address at 11693 San Vicente Blvd, Suite...Contract for Services • December 11th, 2000 • Igohealthy Com Inc
Contract Type FiledDecember 11th, 2000 Company
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Contract Type FiledJuly 14th, 2005 Company Industry JurisdictionThis Employment Agreement (the “Agreement”) is entered into as of July 7, 2005, effective as of July 1, 2005, by and between Fred E. Tannous (the “Executive”) and Health Sciences Group, Inc., a Colorado corporation (the “Company”).
Exhibit 99.1 STOCK PURCHASE AND SHARE EXCHANGE AGREEMENTStock Purchase and Share Exchange Agreement • December 31st, 2001 • Health Sciences Group Inc • Services-business services, nec • California
Contract Type FiledDecember 31st, 2001 Company Industry Jurisdiction
WARRANT TO PURCHASE 117,647 SHARES OF COMMON STOCK OF HEALTHSCIENCES GROUP, INC.Health Sciences Group Inc • December 30th, 2004 • Retail-drug stores and proprietary stores • New York
Company FiledDecember 30th, 2004 Industry JurisdictionThis certifies that Castlerigg Master Investments, Ltd. or its permitted assigns (collectively, the "Holder"), for value received, is entitled to purchase from HEALTH SCIENCES GROUP, INC., a Colorado corporation (the "Company"), subject to the terms set forth below, 117,647 fully paid and nonassessable shares (subject to adjustment as provided herein) (the "Warrant Shares") of the common stock, par value $0.001 per share, of the Company (“Common Stock”) for cash at a price per share of $1.10 (the “Exercise Price”) (subject to adjustment as provided herein), subject to the provisions of Section 1.1 of this Warrant, at any time or from time to time up to and including 5:00 p.m. (Eastern Time) on the 5TH anniversary from the date hereof, such day being referred to herein as the "Expiration Date," upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription a
SIGNATURE PAGE OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR PATRICK MORIARITY, JR.Signature • December 11th, 2000 • Igohealthy Com Inc
Contract Type FiledDecember 11th, 2000 Company
HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENTHealth Sciences • September 6th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Contract Type FiledSeptember 6th, 2005 Company Industry JurisdictionThis AGREEMENT is made effective as of the 15th day of July, 2005 (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC.., a corporation (the "Company"), and Bill Glaser (the "Stock Purchaser").
AGREEMENT OF PURCHASE AND SALE OF ASSETSAgreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • California
Contract Type FiledJune 14th, 2005 Company Industry JurisdictionTHIS AGREEMENT (“Agreement”) is made as of this 24th day of December, 2004, at Los Angeles, California, by and among SWISS RESEARCH, INC., a California corporation (“Seller”), having its principal office in the County of Los Angeles, State of California, and the sole shareholder of Seller, Loren Miles (“Shareholder”) on the one hand, and HEALTH SCIENCES GROUP, INC., a Colorado corporation (“Buyer”), having its principal office in the County of Los Angeles, State of California, on the other hand, with reference to the following facts.
EXHIBIT 10.1 CONTINUING UNCONDITIONAL CORPORATE GUARANTY ------------------------------------------- WHEREAS, Quality Botanical Ingredients, Inc., having a principal place of business at 500 Metuchen Road, South Plainfield, New Jersey 07080,...Health Sciences Group Inc • March 11th, 2003 • Services-business services, nec • New Jersey
Company FiledMarch 11th, 2003 Industry JurisdictionWHEREAS, Quality Botanical Ingredients, Inc., having a principal place of business at 500 Metuchen Road, South Plainfield, New Jersey 07080, ("Borrower") has entered into an Amended and Restated Loan and Security Agreement dated February 25, 2003 (as may be amended, restated or otherwise modified from time to time, the "Loan Agreement") with LaSalle Business Credit, LLC, as Agent for Standard Federal National Association, having a location at 1735 Market Street, 6th Floor, Philadelphia, Pennsylvania 19103 ("Lender) pursuant to which Lender has made or may, in its sole discretion, from time to time hereafter, make loans and advances to or extend other financial accommodations to Borrower; and
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT APreferred Stock Purchase Agreement • June 14th, 2005 • Health Sciences Group Inc • Retail-drug stores and proprietary stores • New York
Contract Type FiledJune 14th, 2005 Company Industry JurisdictionThis SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 15, 2005 by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).