U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CareDecision Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 91-2105842
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2660 Townsgate Rd., Ste. 300, Westlake 91361
Village, CA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (805) 446-1973
area code:
Employment Agreements Between The Company and
Tom Poff, Shabnam Shahrabi, Dale Richter and Alan Binder
Consulting Agreements Between
The Company and Dr. Joseph A. Wolf, Leslie-Michelle Abraham,
Thomas Chillemi Anthony Quintiliano and Barbara Asbell.
(Full title of the plans)
Corporate Agents of Nevada, Inc.
4955 S. Durango Drive, Suite 216
Las Vegas, Nevada 89113
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(Name and address of agent for service)
(702) 948-7501
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
The Law Offices of Thomas C. Cook, Ltd.
4955 S. Durango Drive, Suite 214
Las Vegas, Nevada 89113
(702) 952-8519
/1/
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate
Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee1
----------------------------------------------------------------------------
Common Stock, par 12,750,000 Shares $0.06 $765,000 $195
value, $.001
per share
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1 Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and
asked price of Common Stock of CareDecision Corporation as
reported on the NASD over-the-counter bulletin board on August
13, 2003.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to four (4)
individuals for services on the Company's behalf. This issuance
of shares is being made pursuant to the past salary obligations
between the Company and each of the four individuals. The
Company has equated this number of shares to the value of the
owed salary ($4,500 each) to be provided to each of the four
individuals. The shares issued hereunder will not be subject to
any resale restrictions. The following individuals will receive
the number of shares listed next to their names:
Tom Poff 75,000
Shabnam Shahrabi 75,000
Dale Richter 75,000
Alan Binder 75,000
The Company is offering options to purchase shares of its common
stock to five (5) individuals for consulting services on the
Company's behalf. This registration of these options is being
made pursuant to the consulting agreements between the Company
and each of the three individuals. The Company has equated this
/2/
number of shares to the value of the consulting services provided
or to be provided by these individuals. The shares underlying
the options referenced herein will not be subject to any resale
restrictions. The following individuals will receive the option
to purchase the number of shares listed next to his/her name at
the price of $0.05/share:
Ely Mandell 150,000
Joseph Wolf 950,000
Leslie-Michelle Abraham 850,000
Thomas Chillemi 3,000,000
Anthony Quintiliana 2,000,000
The Company is offering shares of its common stock to two (2)
individuals for consulting services on the Company's behalf.
These issuances of shares are being made pursuant to the
consulting agreements between the Company and the individuals.
The Company has equated this number of shares to the value of the
consulting services provided or to be provided by this
individual. The shares issued hereunder will not be subject to
any resale restrictions. The following individual will receive
the number of shares listed next to his name:
Anthony Quintiliana 1,500,000
Barbara Asbell 4,000,000
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by CareDecision Corporation, a
Nevada corporation (the "Company"), are incorporated herein by
reference:
(a) The registrant's Articles of Incorporation filed on
March 2, 2001 and Amended Articles of Incorporation
filed on May 9, 2001 and August 2, 2002;
(b) The registrant's By-Laws adopted on March 16, 2001;
(c) All other reports of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since the end of the quarter ended March 31,
2003; and
(d) All documents subsequently filed by the registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act during the effectiveness of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
300,000 shares registered herein are being issued to employees,
in place of salary, for services provided to the Registrant.
6,950,000 shares registered herein are being registered pursuant
to options granted under consulting agreements. 5,500,000 shares
registered herein are being registered pursuant to consulting
agreement agreements. Neither the Registrant's Accountants nor
any other experts named in the registration statement has any
equity or other interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR
INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS
INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE
PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation
Laws provides as follows: 78.751 Indemnification of officers,
directors, employees and agents; advance of expenses.
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that,
with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
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director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the
board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding; (c) If
a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written
opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers
may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action. (b) Continues for a
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person who has ceased to be a director, officer, employee or
agent and endures to the benefit of the heirs, executors and
administrators of such a person. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.11 -.CareDecision Corporation resolution authorizing
the issuance of shares to four employees: Tom
Poff, Shabnam Shahrabi, Dale Richter and Alan
Binder.
4.12 - Consulting Agreement between CareDecision
Corporation and Ely Mandell.
4.13 - Consulting Agreement (which includes the
options) between CareDecision Corporation and Dr.
Joseph A. Wolf.
4.14 - Consulting Agreement between CareDecision
Corporation and Leslie Abraham.
4.15 - Consulting Agreement between CareDecision
Corporation and Thomas Chillemi.
4.16 - Consulting Agreement between CareDecision
Corporation and Anthony Quintiliano.
4.17 - Consulting Agreement between CareDecision
Corporation and Barbara Asbell.
5.3 - Opinion of Law Office of Thomas C. Cook, Ltd.
23.3 - Consent of Thomas C. Cook and Associates, Ltd.
(included in Exhibit 5).
23.4 - Consent of G. Brad Beckstead, CPA
24.3 - Power of Attorney (included in signature page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by
the Company of expenses paid or incurred by a director, officer
or controlling person of the Company in the successful defense of
any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
/7/
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Westlake Village, the State of California, on this 13th day of
August, 2003.
CareDecision Corporation
By:/s/ Robert Cox
-------------------------------
Robert Cox, President
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated
have signed this Registration Statement:
August 13, 2003
/s/ Robert Cox
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Robert Cox
President and Director
/8/
Exhibit 4.11
CORPORATE RESOLUTION
RESOLUTION OF the Board of Directors of CareDecision Corporation,
a Nevada corporation;
By virtue of the consent of the entire Board of Directors or a
majority of the Board of Directors, it was resolved that the
officers of the corporation are hereby authorized on behalf of
the Company to cause the company's stock Transfer Agent to issue
shares to named individuals, in the amounts as listed to these
individuals on the Board Minutes attached hereto; said
individuals, Alan Binder, Dale Richter, Shabnam Shahrabi and Tom
Poff all at-will employees of the corporation.
The officers are authorized to prepare other documents whenever
necessary or proper to effectuate the same with full power to
appoint any attorney or attorneys with full power of substitution
therein, and that any and all instruments of acceptance and
transfer and other documents in connection therewith heretofore
signed and executed on behalf of the corporation in accordance
with the authority set out above are hereby ratified and
confirmed.
The Company is registered or licensed and in good standing as a
corporation under all applicable laws and regulations, foreign or
domestic, to which the corporation is subject, including any and
all banking relationships or accounts to which the corporation
has an interest. The company has all requisite authority to
conduct this type of business, including the issuance, purchase
and sale of securities, under the laws to which the corporation
is subject.
Certificate:
I hereby certify that the foregoing is a true and correct copy of
a Resolution duly passed by consent of the entire Board of
Directors or a majority of the Board of Directors of CareDecision
Corporation, a Nevada corporation, and that the said Resolution
is now in full force and effect. I further certify that the
following is a list all Directors, officers and employees of the
Company authorized by this Resolution.
Robert Cox, President, CEO and Director
Alan Binder, Employee
Keith Berman, Secretary, CFO and Director
Dale Richter, Employee
William Lyons, Director
Shabman Shahrabi, Employee
Robert Jagunich, Director
Tom Poff, Employee
WITNESS my hand on this 12th day of August, 2003
/s/ Keith Berman
_____________________________
Keith Berman
Secretary
/9/
Exhibit 4.12
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as
of this 5th day of August 2003 between Ely Mandell ("Consultant")
and CareDecision Corp. a Nevada Corporation ("Client") on the
following terms and conditions:
1. Engagement of Services. Client wishes to retain the
services of Consultant to advise and consult with Client in
connection with certain matters relating to Client's business, as
more fully described in Section 2, below, and Consultant is
willing to provide such services.
2. Services to be provided. Consultant will, on a non-
exclusive basis and consistent with Consultant's other
professional commitments, shall also advise Client on strategic
corporate development, technology enhancement, as well as
identify market trends and strategic business opportunities.
Consultant shall not be required at any time to render services
that would materially interfere with Consultant's prior
professional obligations. Client understands and acknowledges
that Consultant represents and may represent in the future, on a
non-exclusive basis, other persons and firms in the fields of
computer technology, internet commerce, finance and otherwise.
3. Consideration. For Consultant's services, Client agrees
to grant to Consultant seventy-five thousand common stock options
and to allow Consultant to transfer an additional seventy-five
thousand common stock options he received as compensation for
services provided to the Company while employed by Investment
Content Corporation, a Nevada Corporation, and all options shall
have a strike price of $.05 per common share and shall be
provided to Consultant in one grant. In addition, the options
described in this paragraph are to be registered under the
Company's Form S-8.
4. Independent Contractor. Consultant shall act as an
independent Consultant and not as an agent or employee of Client,
and Consultant shall make no representation to any third party
that Consultant is an agent or employee of Client. Consultant
shall have no authority to bind Client or incur other obligations
on behalf of Client. Consultant shall be responsible for all
taxes as an independent contractor.
5. Client's Duties. Client agrees to be truthful with
Consultant, to cooperate, to keep Consultant fully informed of
developments, and to abide by this Agreement. In addition,
Client will pay all out-of -pocket expenses incurred by
Consultant. However, Consultant shall only be reimbursed for
those expenses submitted to Client for written approval in
advance.
6. Warranties. Consultant warrants that Consultant is
under no obligation to any third party that would prevent
Consultant from rendering the services contemplated by this
Agreement, and that Consultant is free to enter into this
Agreement. Client warrants that Client is under no obligation to
any third party that would prevent Client from performing its
obligations under this Agreement and that Client is free to enter
into this Agreement.
7. Limitation of Liability; Indemnity. Excluding the
limitations on Consultant's authority set forth in paragraph 4,
above, Consultant will have no liability to the Client or to any
successor, other person or entity for any action taken or omitted
to be taken by Consultant in respect to this engagement. Client
will hold harmless Consultant from any and all liabilities,
costs, and expenses (including attorney's fees) incurred by
reason of or in any way related to this engagement.
8. Notices. Any notice required or permitted to be given
hereunder shall be in writing and shall be (i) personally
delivered, including by messenger or courier (e.g., delivery by
Federal Express or other similarly recognized air express
Client), or transmitted by first-class mail, postage prepaid,
return receipt requested to the address of such party set forth
above.
/10/
9. Entire Agreement. This Agreement constitutes the entire
agreement between the parties. No modification or amendment of
this Agreement shall be binding unless executed in writing by all
the parties.
10. Assignment. This Agreement is not assignable by either
party without the prior written consent of the other.
11. Arbitration. Any dispute, controversy or claim arising
out of or relating to the enforcement, interpretation or alleged
breach of this Agreement, or the services rendered pursuant to
this Agreement, shall be submitted to and resolved by binding
arbitration in Los Angeles, California in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrator may be entered in and enforceable by any court having
jurisdiction. If any legal action or other proceeding is brought
for the enforcement of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and other
costs incurred.
12. Choice of Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of California.
In Witness Whereof, the undersigned have executed this
Agreement as of the date first set forth above.
Ely Mandell CareDecision Corp.
2660 Townsgate Road 2660 Townsgate Road
Suite 160, Second Floor Suite 300
Westlake Village, CA 91361 Westlake Village, CA 91361
805.230.2248 TEL 805.446.1973 TEL
805.435.7479 FAX 805.446.1983 FAX
("Consultant") ("Client")
/s/ Ely Jay Mandell /s/ Keith Berman
_____________________ ______________________
Ely Jay Mandell Keith Berman, CFO
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Exhibit4.13
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is entered into as of
July 15, 2003 by and between CareDecision Corp. a Nevada
corporation, (the "Company"), and Dr. Joseph A. Wolf ("Dr. Wolf"),
and is effective upon the execution by the parties hereto.
1. DUTIES AND RESPONSIBILITIES.
A. Wolf shall provide medical information
technology consulting to the Company, Wolf shall report to and
perform the duties and responsibilities assigned to him by the
Company's President, or such other person as may be designated by
the Company's Board of Directors.
B. Wolf agrees to devote his full time and
attention to the Company, to use his best efforts to advance the
business and welfare of the Company, to render his services under
this Agreement fully, faithfully, diligently, competently and to
the best of his ability, and not to engage in any other employment
activities.
C. Wolf shall be based in the Company's
Thousand Oaks - California office, but Wolf shall be required to
travel to other geographic locations in connection with the
performance of his duties.
2. PERIOD OF EMPLOYMENT.
A. Wolf's employment with the Company shall
be governed by the provisions of this Agreement and shall begin on
July 15, 2003, and continue until December 31, 2003 or until this
Agreement terminates pursuant to written notification by either the
Company Dr. Wolf, which notification may occur at any time for any
reason. The period during which Wolf provides services to the
Company pursuant to this Agreement shall be referenced in this
Agreement as the "Employment Period."
3. COMPENSATION.
A. Wolf will be paid compensation in stock options under
the terms of the Company's 2003 Stock Option Plan. Each option
shall allow Wolf to purchase a share of the Company's common stock
at $0.05 per share (the closing price of the Company's stock on
July 15, 2003), said shares to be registered under the Company's S-
8 registration. Wolf shall receive nine hundred-fifty thousand
options as compensation.
B. Except for the conditions described in paragraph A
above, Wolf's compensation shall be subject to periodic review by
the Company, and may be increased or decreased in the Company's
discretion.
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4. EXPENSE REIMBURSEMENT.
In addition to the compensation specified in
Paragraph 3, Wolf shall be entitled, in accordance with the
reimbursement policies in effect from time to time, to receive
reimbursement from the Company for reasonable business expenses
incurred by Wolf in the performance of his duties hereunder,
provided Wolf furnishes the Company with vouchers, receipts and
other details of such expenses in the form required by the Company
sufficient to substantiate a deduction for such business expenses
under all applicable rules and regulations of Federal and State
taxing authorities.
5. FRINGE BENEFITS.
A. Dr. Wolf shall not be eligible to
participate in all group term life insurance plans, group health
plans, accidental death and dismemberment plans and short-term
disability programs and other employee perquisites which are made
available to the Company's employees.
B. Notwithstanding any of the provisions of
this agreement, Dr. Wolf's employment with the Company is at will
and may be terminated by either the Company at any time for any
reason without advance notice.
C. Should the Company terminate Dr. Wolf's
employment for Cause, as defined below, or should Dr. Wolf
voluntarily resign other than for Good Reason, the Company shall
have no obligation to Dr. Wolf under this Agreement. Should the
Company terminate Dr. Wolf's employment other than for Cause during
this Agreement, or should Dr. Wolf resign for Good Reason, the
Company shall have no further obligation under this Agreement,
6. GOOD REASON.
For Purposes of this agreement, "Good Reason"
shall mean:
A. A material reduction in the duties,
responsibilities, status, reporting responsibilities, title, or
offices that Dr. Wolf had with the Company immediately before the
reduction.
B. A change in control in which Dr. Wolf is
not offered a similar position at no less than seventy-five percent
(75%) of Wolf's compensation (defined as Base Salary).
C. The failure of any successor to the
Company by merger, consolidation or acquisition of all or
substantially all of the business of the Company to assume the
Company's obligations under this Agreement.
D. A material breach by the Company of its
obligations under this Agreement.
7. CAUSE
For purposes of this agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Wolf has engaged
in the following: (i) financial dishonesty, including, without
limitation, misappropriation of funds or property, or any attempt
by Wolf to secure any personal profit related to the business or
business opportunities of the Company without the informed, written
approval of the Company's Board of Directors; (ii) refusal to
/13/
comply with reasonable directives of the Company's Executive
Officer or Board of Directors; (iii) negligence or reckless willful
misconduct in the performance of Dr. Wolf's duties; (iv) failure to
perform, or continuing neglect in the performance of, duties
assigned to Dr. Wolf; (v) misconduct which has materially adverse
effect upon the Company's business or reputation; (vi) the
conviction of, or plea of nolo contendre to, any felony or
misdemeanor involving moral turpitude or fraud; (vii) the material
breach of any provision of this Agreement; (viii) violation of
Company policies including, without limitation, the Company's
policies on equal employment opportunity and prohibition of
unlawful harassment; (ix) death of Dr. Wolf; or (x) a disability
which continues for a period in excess of 180 days. A termination
as a result of a Change in control shall not constitute cause.
8. CHANGE IN CONTROL
For purposes of this Agreement "Change in Control"
shall mean any of the following transactions effecting change in
ownership or control of the Company:
(i) a merger, consolidation or reorganization approved by the
Company's stockholders, UNLESS securities representing more than
fifty percent (50%) of the total combined voting power of the
voting securities of the successor Company are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same position, by the persons who beneficially
owned the Company's outstanding voting securities immediately prior
to such transaction, or
(ii) any stockholder-approved transfer or other disposition of all
or substantially all of the Company's assets, or
(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under
common control with the Company), or beneficial ownership (within
the meaning of Rule 13d-3 of the Act 1934 Act) of securities
possessing more than fifty (50%) of the total combined voting power
of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders.
In no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock
9. RESTRICTIVE COVENANTS.
During the Employment Period:
(i) Dr. Wolf shall devote ample time and
energy to the performance of Wolf's duties described herein, except
during periods of illness or vacation periods.
(ii) Dr. Wolf shall not directly or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing. The Company does, however, reserve the right to demand
Dr. Wolf's registration from those same Boards, if in the opinion
/14/
of the CareDecision's CEO, continued membership on those Boards by
Dr.Wolf diminishes his ability to execute his responsibilities
identified within this Agreement; or if continued association with
those organizations becomes detrimental to the goals of the
Company; or if continued membership represents a conflict, or
potential conflict, with the business activities, or objectives, of
the Company.
(iii) Dr. Wolf shall not render any
services of any kind or character for Dr. Wolf's own account or for
any other person, firm or entity without first obtaining the
Company's written consent.
Dr. Wolf, however, shall have the right to perform such incidental
services as necessary in connection with (a) Dr. Wolf's private
passive investments, but only if Dr. Wolf is not obligated or
required to (and shall not in fact) devote any managerial efforts
which interfere with the services required to be performed by him,
or (b) Dr. Wolf's charitable or community activities, or
participation in trade or professional organizations but only if
such incidental services do not interfere with the performance of
Dr. Wolf's services to the Company.
10. NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.
Dr. Wolf acknowledges and agrees that given the
extent and nature of the confidential and proprietary information
he will obtain during the course of his employment with the
Company, it would be inevitable that such confidential information
would be disclosed or utilized by the Dr. Wolf should he obtain
employment from, or otherwise become associated with, an entity or
person that is engaged in a business or enterprise that directly
competes with the Company.
Consequently, during any period for which Dr. Wolf is receiving
compensation from the Company, Dr. Wolf shall not, without prior
written consent of the Company's Board of Directors, directly or
indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided, however, that such restriction shall not apply to any
passive investment representing an interest of less than two
percent (2%) of an outstanding class of publicly-traded securities
of any Company or other enterprise which is not, at the time of
such investment, engaged in a business competitive with the
Company's business.
11. NON-SOLICITATION.
During the Employment Period and for one (1) year following
termination of Dr. Wolf's employment, Wolf shall not encourage or
solicit any of the Company's employees to leave the Company's
employ for any reason or interfere in an other manner with
employment relationships at the time existing between the Company
and its employees. In addition, Dr. Wolf shall not solicit,
directly or indirectly, business from any client of the Company,
including any of the Company's clients to terminate their existing
business relationship with the Company, or interfere in any other
manner with an existing business relationship between the Company
and any client or other third party.
Dr. Wolf acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss, which
may be incurred by reason of his breach of the foregoing
restrictive covenants. Accordingly, in the event of any such
/15/
breach, the Company shall, in addition to the termination of this
Agreement and any remedies available to the Company at law, be
entitled to obtain equitable relief in the form of an injunction
precluding Wolf from continuing such breach.
12. SUCCESSORS AND ASSIGNS.
This Agreement is personal in its nature and Dr.
Wolf shall not assign or transfer his rights under this Agreement.
The provisions of this Agreement shall inure to the benefit of, and
be binding on each successor of the Company whether by merger,
consolidation, transfer of all or substantially all assets, or
otherwise and the heirs and legal representatives of Dr. Wolf.
13. NOTICES.
Any notices, demands or other communications
required or desired to be given by any party shall be in writing
and shall be validly given to another party if served either
personally or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such
notice, demand or other communication shall be served personally,
service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication is
given by mail, such notice shall be conclusively deemed given forty-
eight (48) hours after the deposit thereof in the United States
mail addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To the Company:
Robert Cox, President
CareDecision Corporation
2660 Townsgate Road #300
Westlake Village, CA 91361
To Dr. Wolf:
Dr. Joseph Wolf
23679 Calabasa Road, #551
Calabasas, CA. 91302
Any party may change its address for the purpose of receiving
notices, demands and other communications by providing written
notice to the other party in the manner described in this
paragraph.
14. GOVERNING DOCUMENTS.
This Agreement along with the documents expressly
referenced in this Agreement constitute the entire agreement and
understanding of the Company and Dr. Wolf with respect to the terms
and conditions of Dr. Wolf's employment with the Company and the
payment of severance benefits and supersedes all prior and
contemporaneous written or verbal agreements and understandings
between Dr. Wolf and the Company relating to such subject matter.
This Agreement may only be amended by written instrument signed by
Dr. Wolf and an authorized officer of the Company. Any and all
/16/
prior agreements, understandings or representations relating to Dr.
Wolf's relationship with the Company are terminated and cancelled
in their entirety and are of no further force or effect.
15. GOVERNING LAW.
The provisions of this Agreement will be
construed and interpreted under the laws of the State of Nevada. If
any provision of this Agreement as applied to any party or to any
circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision under
circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole. Should
any provision of this Agreement become or be deemed invalid,
illegal or unenforceable in any jurisdiction by reason of the
scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to
applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the
intention of the parties, then such provision will be stricken and
the remainder of this Agreement shall continue in full force and
effect.
16. REMEDIES.
All rights and remedies provided pursuant to this
Agreement or by law shall be cumulative, and no such right or
remedy shall be exclusive of any other. A party may pursue any one
or more rights or remedies hereunder or may seek damages or
specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether
or not stated in this Agreement.
17. NO WAIVER.
The waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.
18. COUNTERPARTS.
This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
CareDecision Corporation
/s/ Robert Cox
--------------------------------
By: Robert Cox
Title: President
/s/ Dr. Joseph A. Wolf.
--------------------------------
Dr. Joseph A. Wolf.
Title: Consultant
/17/
Exhibit 4.14
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is entered into as of
July 15, 2003 by and between CareDecision Corp. a Nevada
corporation, (the "Company"), and Leslie-Michelle Abraham
("Abraham"), and is effective upon the execution by the parties
hereto.
1. DUTIES AND RESPONSIBILITIES.
A. Abraham shall provide medical information
technology consulting to the Company, Abraham shall report to and
perform the duties and responsibilities assigned to her by the
Company's President, or such other person as may be designated by
the Company's Board of Directors.
B. Abraham agrees to devote her full time
and attention to the Company, to use her best efforts to advance
the business and welfare of the Company, to render her services
under this Agreement fully, faithfully, diligently, competently and
to the best of her ability, and not to engage in any other
employment activities.
C. Abraham shall be based in the Company's
Thousand Oaks - California office, but Abraham shall be required to
travel to other geographic locations in connection with the
performance of her duties.
2. PERIOD OF EMPLOYMENT.
A. Abraham's employment with the Company
shall be governed by the provisions of this Agreement and shall
begin on July 15, 2003, and continue until December 31, 2003 or
until this Agreement terminates pursuant to written notification by
either the Company or Abraham, which notification may occur at any
time for any reason. The period during which Abraham provides
services to the Company pursuant to this Agreement shall be
referenced in this Agreement as the "Employment Period."
3. COMPENSATION.
A. Abraham will be paid compensation in stock options under
the terms of the Company's 2003 Stock Option Plan. Each option
shall allow Abraham to purchase a share of the Company's common
stock at $0.05 per share (the closing price of the Company's stock
on July 15, 2003), said shares to be registered under the Company's
S-8 registration. Abraham shall receive eight hundred-fifty
thousand options as compensation.
B. Except for the conditions described in paragraph A
above, Abraham's compensation shall be subject to periodic review
by the Company, and may be increased or decreased in the Company's
discretion.
/18/
4. EXPENSE REIMBURSEMENT.
In addition to the compensation specified in
Paragraph 3, Abraham shall be entitled, in accordance with the
reimbursement policies in effect from time to time, to receive
reimbursement from the Company for reasonable business expenses
incurred by Abraham in the performance of her duties hereunder,
provided Abraham furnishes the Company with vouchers, receipts and
other details of such expenses in the form required by the Company
sufficient to substantiate a deduction for such business expenses
under all applicable rules and regulations of Federal and State
taxing authorities.
5. FRINGE BENEFITS.
A. Abraham throughout the Employment Period,
shall not be eligible to participate in all group term life
insurance plans, group health plans, accidental death and
dismemberment plans and short-term disability programs and other
employee perquisites which are made available to the Company's
employees.
B. Notwithstanding any of the provisions of
this agreement, Abraham's employment with the Company is at will,
which means that it may be terminated by the Company at any time
for any reason without advance notice.
C. Should the Company terminate Abraham's
employment for Cause, as defined below, or should Abraham
voluntarily resign other than for Good Reason, the Company shall
have no obligation to Abraham under this Agreement. Should the
Company terminate Abraham's employment other than for Cause during
this Agreement, or should Abraham resign for Good Reason, the
Company shall have no further obligation under this Agreement,
6. GOOD REASON.
For Purposes of this agreement, "Good Reason"
shall mean:
A. A material reduction in the duties,
responsibilities, status, reporting responsibilities, title, or
offices that Abraham had with the Company immediately before the
reduction.
B. A change in control in which Abraham is
not offered a similar position at no less than seventy-five percent
(75%) of Abraham's compensation (defined as Base Salary).
C. The failure of any successor to the
Company by merger, consolidation or acquisition of all or
substantially all of the business of the Company to assume the
Company's obligations under this Agreement.
D. A material breach by the Company of its
obligations under this Agreement.
7. CAUSE
For purposes of this agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Abraham has
engaged in the following: (i) financial dishonesty, including,
without limitation, misappropriation of funds or property, or any
attempt by Abraham to secure any personal profit related to the
/19/
business or business opportunities of the Company without the
informed, written approval of the Company's Board of Directors;
(ii) refusal to comply with reasonable directives of the Company's
Executive Officer or Board of Directors; (iii) negligence or
reckless willful misconduct in the performance of Abraham's duties;
(iv) failure to perform, or continuing neglect in the performance
of, duties assigned to Abraham; (v) misconduct which has materially
adverse effect upon the Company's business or reputation; (vi) the
conviction of, or plea of nolo contendre to, any felony or
misdemeanor involving moral turpitude or fraud; (vii) the material
breach of any provision of this Agreement; (viii) violation of
Company policies including, without limitation, the Company's
policies on equal employment opportunity and prohibition of
unlawful harassment; (ix) death of Abraham; or (x) a disability
which continues for a period in excess of 180 days. A termination
as a result of a Change in control shall not constitute cause.
8. CHANGE IN CONTROL
For purposes of this Agreement "Change in Control"
shall mean any of the following transactions effecting change in
ownership or control of the Company:
(i) a merger, consolidation or reorganization approved by the
Company's stockholders, UNLESS securities representing more than
fifty percent (50%) of the total combined voting power of the
voting securities of the successor Company are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same position, by the persons who beneficially
owned the Company's outstanding voting securities immediately prior
to such transaction, or
(ii) any stockholder-approved transfer or other disposition of all
or substantially all of the Company's assets, or
(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under
common control with the Company), or beneficial ownership (within
the meaning of Rule 13d-3 of the Act 1934 Act) of securities
possessing more than fifty (50%) of the total combined voting power
of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders.
In no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock
9. RESTRICTIVE COVENANTS.
During the Employment Period:
(i) Abraham shall devote ample time and
energy to the performance of Abraham's duties described herein,
except during periods of illness or vacation periods.
(ii) Abraham shall not directly or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing. The Company does, however, reserve the right to demand
/20/
Abraham's registration from those same Boards, if in the opinion of
the CareDecision CEO, continued membership on those Boards by
Abraham diminishes his ability to execute his responsibilities
identified within this Agreement; or if continued association with
those organizations becomes detrimental to the goals of the
Company; or if continued membership represents a conflict, or
potential conflict, with the business activities, or objectives, of
the Company.
(iii) Abraham shall not render any
services of any kind or character for Abraham's own account or for
any other person, firm or entity without first obtaining the
Company's written consent.
Abraham, however, shall have the right to perform such incidental
services as necessary in connection with (a) Abraham's private
passive investments, but only if Abraham is not obligated or
required to (and shall not in fact) devote any managerial efforts
which interfere with the services required to be performed by him,
or (b) Abraham's charitable or community activities, or
participation in trade or professional organizations but only if
such incidental services do not interfere with the performance of
Abraham's services to the Company.
10. NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.
Abraham acknowledges and agrees that given the
extent and nature of the confidential and proprietary information
he will obtain during the course of his business relationship with
the Company, it would be inevitable that such confidential
information would be disclosed or utilized by Abraham should he
obtain employment from, or otherwise become associated with, an
entity or person that is engaged in a business or enterprise that
directly competes with the Company.
Consequently, during any period for which Abraham is receiving
compensation from the Company, Abraham shall not, without prior
written consent of the Company's Board of Directors, directly or
indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided, however, that such restriction shall not apply to any
passive investment representing an interest of less than two
percent (2%) of an outstanding class of publicly-traded securities
of any Company or other enterprise which is not, at the time of
such investment, engaged in a business competitive with the
Company's business.
11. NON-SOLICITATION.
During the Employment Period and for one (1) year following
termination of Abraham's employment, Abraham shall not encourage or
solicit any of the Company's employees to leave the Company's
employ for any reason or interfere in an other manner with
employment relationships at the time existing between the Company
and its employees. In addition, Abraham shall not solicit,
directly or indirectly, business from any client of the Company,
including any of the Company's clients to terminate their existing
business relationship with the Company, or interfere in any other
manner with an existing business relationship between the Company
and any client or other third party.
Abraham acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss, which
may be incurred by reason of his breach of the foregoing
/21/
restrictive covenants. Accordingly, in the event of any such
breach, the Company shall, in addition to the termination of this
Agreement and any remedies available to the Company at law, be
entitled to obtain equitable relief in the form of an injunction
precluding Abraham from continuing such breach.
12. SUCCESSORS AND ASSIGNS.
This Agreement is personal in its nature and
Abraham shall not assign or transfer his rights under this
Agreement. The provisions of this Agreement shall inure to the
benefit of, and be binding on each successor of the Company whether
by merger, consolidation, transfer of all or substantially all
assets, or otherwise and the heirs and legal representatives of
Abraham.
13. NOTICES.
Any notices, demands or other communications
required or desired to be given by any party shall be in writing
and shall be validly given to another party if served either
personally or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such
notice, demand or other communication shall be served personally,
service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication is
given by mail, such notice shall be conclusively deemed given forty-
eight (48) hours after the deposit thereof in the United States
mail addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To the Company:
Robert Cox, President
CareDecision Corporation
2 Penn Plaza, 15th Floor, Ste. 1500-53
New York, NY 10121
To Leslie-Michelle Abraham:
Leslie Abraham
23136 Park Contessa
Calabasas, CA. 91302
Any party may change its address for the purpose of receiving
notices, demands and other communications by providing written
notice to the other party in the manner described in this
paragraph.
14. GOVERNING DOCUMENTS.
This Agreement along with the documents expressly
referenced in this Agreement constitute the entire agreement and
understanding of the Company and Abraham with respect to the terms
and conditions of Abraham's employment with the Company and the
payment of severance benefits and supersedes all prior and
contemporaneous written or verbal agreements and understandings
between Abraham and the Company relating to such subject matter.
This Agreement may only be amended by written instrument signed by
Abraham and an authorized officer of the Company. Any and all prior
/22/
agreements, understandings or representations relating to Abraham's
relationship with the Company are terminated and cancelled in their
entirety and are of no further force or effect.
15. GOVERNING LAW.
The provisions of this Agreement will be
construed and interpreted under the laws of the State of Nevada. If
any provision of this Agreement as applied to any party or to any
circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision under
circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole. Should
any provision of this Agreement become or be deemed invalid,
illegal or unenforceable in any jurisdiction by reason of the
scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to
applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the
intention of the parties, then such provision will be stricken and
the remainder of this Agreement shall continue in full force and
effect.
16. REMEDIES.
All rights and remedies provided pursuant to this
Agreement or by law shall be cumulative, and no such right or
remedy shall be exclusive of any other. A party may pursue any one
or more rights or remedies hereunder or may seek damages or
specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether
or not stated in this Agreement.
17. NO WAIVER.
The waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.
18. COUNTERPARTS.
This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
CareDecision Corporation
/s/ Robert Cox
--------------------------------
By: Robert Cox
Title: President
Leslie-Michelle Abraham
/s/ Leslie-Michelle Abraham
--------------------------------
Title: Consultant
/23/
Exhibit 4.15
CONSULTING AGREEMENT
Agreement made this 10th day of July, 2003, between CareDecision
Corporation, (hereinafter referred to as "Corporation"), and Thomas
Chillemi, (hereinafter referred to as "Consultant"):
In consideration of the mutual promises contained in this
Agreement, the contracting parties agree as follows:
Recitals:
A. It is the desire of the Corporation to engage the services of
the Consultant to consult with the Corporation regarding certain
opportunities available to provide the Corporation Services as
described in Section 2 below.
B. Prior to this Agreement, the Corporation and Consultant have
agreed that a compensatory, mutually binding agreement, is in the
best interest of the Corporation.
AGREEMENT
Term
1. The respective duties and obligations of the contracting
parties shall be for a period of one hundred eighty (180) days
commencing on the date of July 10, 2003.
Services Provided by Consultant
2. Services
(a) The Consultant will devote such amount of time and effort
necessary to accomplish the services required. However, there is
no requirement that Consultant devote a certain amount of time or
effort hereunder. During the term of this Agreement, Consultant
will:
(i) consult with and advice CareDecision Corporation in connection
with any and all matters relating to CareDecision Corporation's
corporate governance and potential stock exchange application, as
CareDecision Corporation may reasonably request.
(ii) introduce certain strategic partners to the Corporation,
including Newscorp. In addition Chillemi shall be responsible for
all negotiations with Newscorp leading up to a business
relationship.
(iii) provide other Consultative services as requested by the Board
of Directors (collectively, Consultative Services).
(b) Corporation and Consultant will mutually agree upon any
additional duties that Consultant may provide for Corporation
outside of this Agreement.
/24/
Compensation
3. For the services provided under this Agreement, the Company
shall pay consultant a consulting fee payable in options to
purchase shares of the Company's co'mon stock (the "Consulting Fee.
The parties agree that, upon execution of this Agreement, or as
soon as is practical, Chillemi shall receive an Incentive Stock
Option Agreement to purchase Three Million (3,000,000) common
shares of stock of the Company, at an exercise price of $0.05 per
share.
Compliance
4. The shares described above shall be registered in the
Company's S-8 registration. If for any reason the shares described
above cannot be registered in the Company's S-8 registration, and
another registration is contemplated, the shares shall have "piggy
back" rights and will be included in said registration.
5. Representations of Corporation
(a) The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that all statements, either
written or oral, made by the Corporation to the Consultant are true
and accurate, and contain no misstatements of a material fact. The
corporation acknowledges that the information it delivers to the
Consultant will be used by the Consultant in preparing materials
regarding the Corporation's business, including but not necessarily
limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 6, below, the
Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, negligent or intentional
misrepresentations, contained in any information furnished by
Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for whatever purpose or
purposes the Consultant sees fit to use said information. The
Corporation further represents and warrants that as to all matters
set forth within this Agreement, the Corporation has had
independent legal counsel and will continue to maintain independent
legal counsel to advise the Corporation of all matters concerning,
but not necessarily limited to, corporate law, corporate relations,
investor relations, all manners concerning and in connection with
the Corporation's activities regarding the Securities Act of 1933
and 1934, and state Blue Sky or Securities laws.
Consultant has no responsibility to obtain or render legal advice
in connection with the Corporation's sale of securities. All
legal, regulatory or licensing matters as relates to the corporate
sale of securities are the responsibility of the Corporation and
its counsel.
(b) Corporation shall provide, at its' expense, suitable "Due
Diligence" packages to Consultant as needed.
Limited Liability
6. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not
be liable to the Corporation, or to anyone who may claim any right
due to any relationship with the Corporation, or any acts or
omissions in the performance of services on the part of the
Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant
are due to its willful misconduct or culpable negligence.
/25/
Termination
7. This Agreement will terminate upon the period of one hundred
eights (180) days from the date of this Agreement or by the
Company. In the event this Agreement is terminated by the
Corporation, all compensation paid by Corporation to the Consultant
shall be deemed earned, and no part of the compensation will be
refunded or prorated.
Notices
8. Notices to be sent pursuant to the terms and conditions of
this Agreement, shall be sent as follows:
As to Consultant:
Thomas Chillemi
12 Woodhollow Lane
Fort Salonga, New York 11768
(631) 269-8804
As to Corporation:
CareDecision Corporation
2 Penn Plaza, 15th Floor, Suite 1500-53
New York, New York 10121
(212) 292-4959 office
(631) 544-0183 Fax
Trade Secrets - Confidentiality
9. Corporation and Consultant mutually acknowledge and agree that
any confidential information is proprietary to and a valuable trade
secret of Consultant or Corporation as applicable and that any
disclosure or unauthorized use thereof will cause irreparable harm
and loss to consultant. The parties hereto agree that all such
information conveyed to Corporation regarding the operations and
services of Consultant or to Consultant regarding the operations,
services and products of the Corporation constitutes a trade secret
and shall be afforded the protections provided the Uniform Trade
Secrets Act or any other applicable laws.
The Corporation and the consultant agree at all times during the
term this Agreement and after the termination of this Agreement to
hold in strictest confidence, and not to use, except for the
benefit of the other party, or to disclose, transfer or reveal,
directly or indirectly to any person or entity any Confidential
information without the prior written authorization of the other
party for a period of two (2) years. For purposes of this
Agreement, Confidential Information shall mean any and all
information that is not generally known and that is proprietary to
both parties or any of their clients, consultants or licensors.
Confidential Information includes, without limitation, names of
investors, buyers, sellers, borrowers, lenders introduced by the
Consultant of its associates' business plans, client lists
consultants, financial information, and trade secrets about the
Consultant and its products and information or other proprietary
information relating to designs, formulas, developmental or
experimental work, know how, products processes, computer programs,
source codes, databases, designs, schematics, or other original
works of authorship.
/26/
Attorneys' Fees - Arbitration
10. In the event any litigation or controversy, including
arbitration, arises out of or in connection with this Agreement
between the parties hereto, the prevailing party in such
litigation, arbitration or controversy, shall be entitled to
recover from the other party or parties, all reasonable attorneys'
fees, expenses and suit costs, including those associated within
the appellate or post judgment collection proceedings.
Any dispute or disagreement arising out of this Agreement
shall be fully and finally resolved through binding arbitration,
before a single arbitrator in Philadelphia, Pennsylvania in
accordance with the rules of the American Arbitration Association
governing commercial disputes. In the event that the parties
cannot agree upon a single arbitrator, the arbitrator shall be a
retired judge of the Philadelphia District Court upon ex parte
application by any party on 72 hours notice to the other
party(ies). The costs of the Arbitration including without
limitation, the fees of the arbitrator (but excluding each party's
attorney's fees) shall be initially shared equally by the parties
but may be awarded by the arbitrator as additional damages in favor
of the prevailing party. The Arbitrator shall apply Pennsylvania
law in reaching his decision. The decision of the arbitrator shall
be binding and nonappealable.
Governing Law
11. This Agreement shall be construed under and in accordance with
the laws of the State of New York, and all obligations of the
parties created under it are performed in Nassau County, New York.
In any controversy arising out of this Agreement, venue for said
proceeding shall be in Nassau County, New York.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrations, legal representatives, successors, and assigns
when permitted by this Agreement.
Miscellaneous
13. Other miscellaneous provisions:
(a) Subsequent Events. Consultant and the Corporation each agree
to notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could compromise
its efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing executed by
the parties hereto.
(c) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take actions
and to execute and deliver documents as may be reasonably necessary
to effectuate the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
/27/
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision.
No waiver of any breach of or non-compliance with this Agreement
shall be held to be a waiver of any other or subsequent breach or
non-compliance.
(e) Assignment. Neither this Agreement nor any right created by
it shall be assignable by either party without the prior written
consent of the other.
(f) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(g) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements, arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No oral
understandings, statements, promises, or inducements contrary to
the terms of this Agreement exist. No representations, warranties,
covenants, or conditions, express or implied, other than as set
forth herein, have been made by any party.
(h) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(i) Counterparts. A facsimile, telecopy, or other reproduction
of this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument,
by one or more parties hereto and such executed copy may be
delivered by facsimile of similar instantaneous electronic
transmission device pursuant to which the signature of or on
behalf of such party can be seen. In this event, such execution
and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties
agree to execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.
(j) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, to the terms and conditions described herein,
the parties have set their hands and seal as of the date written
above.
CareDecision Corporation The Consultant: Thomas Chillemi
Robert Cox, President
by: /s/ Robert Cox by /s/ Thomas Chillemi
------------------ -------------------------
Date July 10, 2003 Date July 10, 2003
: :
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Exhibit 4.16
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is entered into as of
July 1, 2003 by and between CareDecision Corp. a Nevada
corporation, (the "Company"), and Anthony Quintiliana
("Quintiliana"), and is effective upon the execution by the parties
hereto.
1. DUTIES AND RESPONSIBILITIES.
A. Quintiliana shall provide consulting to
the Company for the Company's ResidenceWare products. Quintiliana
shall report to and perform the duties and responsibilities
assigned to him by the Company's President, or such other person as
may be designated by the Company's Board of Directors.
B. Quintiliana agrees to devote his full
time and attention to the Company, to use his best efforts to
advance the business and welfare of the Company, to render his
services under this Agreement fully, faithfully, diligently,
competently and to the best of his ability, and not to engage in
any other employment activities.
C. Quintiliana shall be based at the office
of Robert Cox, CEO of the Company, in Mr. Cox's New York-Long
Island office at his home, but Quintiliana shall be required to
travel to other geographic locations in connection with the
performance of his duties.
2. PERIOD OF EMPLOYMENT.
A. Quintiliana's employment with the Company
shall be governed by the provisions of this Agreement and shall
begin on July 1, 2003, and continue until December 31, 2003 or
until this Agreement terminates pursuant to written notification by
the Company, which notification may occur at any time for any
reason. The period during which Quintiliana provides services to
the Company pursuant to this Agreement shall be referenced in this
Agreement as the "Employment Period."
3. COMPENSATION.
A. Quintiliana will be paid compensation in company stock
and stock options, said shares and/or options granted under this
agreement, to be registered under the Company's S-8 registration.
Quintiliana shall receive one million five hundred thousand
(1,500,000) shares as compensation and two million (2,000,000)
stock options, from the Company's 2003 Stock Option Plan. The
stock options shall bear a strike price of $0.05.
B. Except for the conditions described in paragraph A
above, Quintiliana's compensation shall be subject to periodic
review by the Company, and may be increased or decreased in the
Company's discretion.
4. EXPENSE REIMBURSEMENT.
In addition to the compensation specified in
Paragraph 3, Quintiliana shall be entitled, in accordance with the
reimbursement policies in effect from time to time, to receive
reimbursement from the Company for reasonable business expenses
incurred by Quintiliana in the performance of his duties hereunder,
provided Quintiliana furnishes the Company with vouchers, receipts
and other details of such expenses in the form required by the
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Company sufficient to substantiate a deduction for such business
expenses under all applicable rules and regulations of Federal and
State taxing authorities.
5. FRINGE BENEFITS.
A. Quintiliana shall, throughout the
Employment Period, shall not be eligible to participate in all
group term life insurance plans, group health plans, accidental
death and dismemberment plans and short-term disability programs
and other employee perquisites which are made available to the
Company's employees.
B. Notwithstanding any of the provisions of
this agreement, Quintiliana's employment with the Company is at
will, and may be terminated by the Company at any time for any
reason without advance notice.
C. Should the Company terminate Quintiliana's
employment for Cause, as defined below, or should Quintiliana
voluntarily resign other than for Good Reason, the Company shall
have no obligation to Quintiliana under this Agreement. Should the
Company terminate Quintiliana's employment other than for Cause
during this Agreement, or should Quintiliana resign for Good
Reason, the Company shall have no further obligation under this
Agreement,
6. GOOD REASON.
For Purposes of this agreement, "Good Reason"
shall mean:
A. A material reduction in the duties,
responsibilities, status, reporting responsibilities, title, or
offices that Quintiliana had with the Company immediately before
the reduction.
B. A change in control in which Quintiliana
is not offered a similar position at no less than seventy-five
percent (75%) of Quintiliana's compensation (defined as Base
Salary).
C. The failure of any successor to the
Company by merger, consolidation or acquisition of all or
substantially all of the business of the Company to assume the
Company's obligations under this Agreement.
D. A material breach by the Company of its
obligations under this Agreement.
7. CAUSE
For purposes of this agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Quintiliana has
engaged in the following: (i) financial dishonesty, including,
without limitation, misappropriation of funds or property, or any
attempt by Quintiliana to secure any personal profit related to the
business or business opportunities of the Company without the
informed, written approval of the Company's Board of Directors;
(ii) refusal to comply with reasonable directives of the Company's
Executive Officer or Board of Directors; (iii) negligence or
reckless willful misconduct in the performance of Quintiliana's
duties; (iv) failure to perform, or continuing neglect in the
performance of, duties assigned to Quintiliana; (v) misconduct
which has materially adverse effect upon the Company's business or
reputation; (vi) the conviction of, or plea of nolo contendre to,
any felony or misdemeanor involving moral turpitude or fraud; (vii)
the material breach of any provision of this Agreement; (viii)
/30/
violation of Company policies including, without limitation, the
Company's policies on equal employment opportunity and prohibition
of unlawful harassment; (ix) death of Quintiliana; or (x) a
disability which continues for a period in excess of 180 days. A
termination as a result of a Change in control shall not constitute
cause.
8. CHANGE IN CONTROL
For purposes of this Agreement "Change in Control"
shall mean any of the following transactions effecting change in
ownership or control of the Company:
(i) a merger, consolidation or reorganization approved by the
Company's stockholders, UNLESS securities representing more than
fifty percent (50%) of the total combined voting power of the
voting securities of the successor Company are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same position, by the persons who beneficially
owned the Company's outstanding voting securities immediately prior
to such transaction, or
(ii) any stockholder-approved transfer or other disposition of
all or substantially all of the Company's assets, or
(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under
common control with the Company), or beneficial ownership (within
the meaning of Rule 13d-3 of the Act 1934 Act) of securities
possessing more than fifty (50%) of the total combined voting power
of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders.
In no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock
9. RESTRICTIVE COVENANTS.
During the Employment Period:
(i) Quintiliana shall devote ample time
and energy to the performance of Quintiliana's duties described
herein, except during periods of illness or vacation periods.
(ii) Quintiliana shall not directly or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing. The Company does, however, reserve the right to demand
Quintiliana's registration from those same Boards, if in the
opinion of the CareDecision CEO, continued membership on those
Boards by Quintiliana diminishes his ability to execute his
responsibilities identified within this Agreement; or if continued
association with those organizations becomes detrimental to the
goals of the Company; or if continued membership represents a
conflict, or potential conflict, with the business activities, or
objectives, of the Company.
/31/
(iii) Quintiliana shall not render any
services of any kind or character for Quintiliana's own account or
for any other person, firm or entity without first obtaining the
Company's written consent.
Quintiliana, however, shall have the right to perform such
incidental services as necessary in connection with (a)
Quintiliana's private passive investments, but only if Quintiliana
is not obligated or required to (and shall not in fact) devote any
managerial efforts which interfere with the services required to be
performed by him, or (b) Quintiliana's charitable or community
activities, or participation in trade or professional organizations
but only if such incidental services do not interfere with the
performance of Quintiliana's services to the Company.
10. NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.
Quintiliana acknowledges and agrees that given the
extent and nature of the confidential and proprietary information
he will obtain during the course of his employment with the
Company, it would be inevitable that such confidential information
would be disclosed or utilized by Quintiliana should he obtain
employment from, or otherwise become associated with, an entity or
person that is engaged in a business or enterprise that directly
competes with the Company.
Consequently, during any period for which Quintiliana is
receiving compensation from the Company, Quintiliana shall not,
without prior written consent of the Company's Board of Directors,
directly or indirectly own, manage, operate, join, control or
participate in the ownership, management, operation or control of,
or be employed by or connected in any manner with, any enterprise
which is engaged in any business competitive with or similar to
that of the Company; provided, however, that such restriction shall
not apply to any passive investment representing an interest of
less than two percent (2%) of an outstanding class of publicly-
traded securities of any Company or other enterprise which is not,
at the time of such investment, engaged in a business competitive
with the Company's business.
11. NON-SOLICITATION.
During the Employment Period and for one (1) year following
termination of Quintiliana's employment, Quintiliana shall not
encourage or solicit any of the Company's employees to leave the
Company's employ for any reason or interfere in an other manner
with employment relationships at the time existing between the
Company and its employees. In addition, Quintiliana shall not
solicit, directly or indirectly, business from any client of the
Company, including any of the Company's clients to terminate their
existing business relationship with the Company, or interfere in
any other manner with an existing business relationship between the
Company and any client or other third party.
Quintiliana acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss, which
may be incurred by reason of his breach of the foregoing
restrictive covenants. Accordingly, in the event of any such
breach, the Company shall, in addition to the termination of this
Agreement and any remedies available to the Company at law, be
entitled to obtain equitable relief in the form of an injunction
precluding Quintiliana from continuing such breach.
/32/
12. SUCCESSORS AND ASSIGNS.
This Agreement is personal in its nature and
Quintiliana shall not assign or transfer his rights under this
Agreement. The provisions of this Agreement shall inure to the
benefit of, and be binding on each successor of the Company whether
by merger, consolidation, transfer of all or substantially all
assets, or otherwise and the heirs and legal representatives of
Quintiliana.
13. NOTICES.
Any notices, demands or other communications
required or desired to be given by any party shall be in writing
and shall be validly given to another party if served either
personally or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such
notice, demand or other communication shall be served personally,
service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication is
given by mail, such notice shall be conclusively deemed given forty-
eight (48) hours after the deposit thereof in the United States
mail addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To the Company:
Robert Cox, President
CareDecision Corporation
2660 Townsgate Road #300
Westlake Village, CA 91361
To Anthony Quintiliana:
Anthony Quintiliana
263 Bishop Drive
Austin, PA 19014
Any party may change its address for the purpose of receiving
notices, demands and other communications by providing written
notice to the other party in the manner described in this
paragraph.
13. GOVERNING DOCUMENTS.
This Agreement along with the documents expressly
referenced in this Agreement constitute the entire agreement and
understanding of the Company and Quintiliana with respect to the
terms and conditions of Quintiliana's employment with the Company
and the payment of severance benefits and supersedes all prior and
contemporaneous written or verbal agreements and understandings
between Quintiliana and the Company relating to such subject
matter. This Agreement may only be amended by written instrument
signed by Quintiliana and an authorized officer of the Company. Any
and all prior agreements, understandings or representations
relating to Quintiliana's relationship with the Company are
terminated and cancelled in their entirety and are of no further
force or effect.
14. GOVERNING LAW.
The provisions of this Agreement will be
construed and interpreted under the laws of the State of Nevada. If
any provision of this Agreement as applied to any party or to any
circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the
/33/
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision under
circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole. Should
any provision of this Agreement become or be deemed invalid,
illegal or unenforceable in any jurisdiction by reason of the
scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to
applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the
intention of the parties, then such provision will be stricken and
the remainder of this Agreement shall continue in full force and
effect.
15. REMEDIES.
All rights and remedies provided pursuant to this
Agreement or by law shall be cumulative, and no such right or
remedy shall be exclusive of any other. A party may pursue any one
or more rights or remedies hereunder or may seek damages or
specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether
or not stated in this Agreement.
16. NO WAIVER.
The waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.
17. COUNTERPARTS.
This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
CareDecision Corporation
/s/ Robert Cox
--------------------------------
By: Robert Cox
Title: President
/s/ Anthony Quintiliana
--------------------------------
By: Anthony Quintiliana
/34/
Exhibit 4.17
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is entered into as of
July 1, 2003 by and between CareDecision Corp. a Nevada
corporation, (the "Company"), and Barbara Asbell ("Asbell"), and
is effective upon the execution by the parties hereto.
1. DUTIES AND RESPONSIBILITIES.
A. Asbell shall provide medical information
technology (IT) consulting to the Company, in particular the
recruiting of programming and technical staff with a background in
programming PDAs. Asbell shall perform the duties and
responsibilities assigned to her by the Company's President.
B. Asbell agrees to devote her time and
attention to the Company, to use her best efforts to advance the
business and welfare of the Company, to render her services under
this Agreement fully, faithfully, diligently, competently and to
the best of her ability, and not to engage in any other employment
activities.
C. Asbell shall be based in the Company's
Westlake Village - California office, but Asbell shall be required
to travel to other geographic locations in connection with the
performance of her duties.
2. PERIOD OF EMPLOYMENT.
A. Asbell's employment with the Company
shall be governed by the provisions of this Agreement and shall
begin on July 1, 2003, and continue until December 31, 2003 or
until this Agreement terminates pursuant to written notification by
the Company, which notification may occur at any time for any
reason. The period during which Asbell provides services to the
Company pursuant to this Agreement shall be referenced in this
Agreement as the "Employment Period."
3. COMPENSATION.
A. Asbell will be paid in shares of the company's common
stock, said shares to be registered under the company's S-8
registration. The number of shares that Asbell shall receive shall
be equal to the number of the existing restricted common stock
shares that Asbell requests the company to retire. Should any of
Asbell's existing restricted common stock shares be retired
("retired shares"), Asbell understands and agrees that any
piggyback registration rights that she held for those retired
shares shall also be retired. Pursuant to this Agreement Asbell has
agreed to retire at least 4,000,000 of her existing restricted
common stock shares.
B. Except for the conditions described in paragraph A
above, Asbell's compensation shall be subject to periodic review by
the Company, and may be increased or decreased in the Company's
discretion.
4. EXPENSE REIMBURSEMENT.
In addition to the compensation specified in
Paragraph 3, Asbell shall be entitled, in accordance with the
reimbursement policies in effect from time to time, to receive
reimbursement from the Company for reasonable business expenses
incurred by Asbell in the performance of her duties hereunder,
provided Asbell furnishes the Company with vouchers, receipts and
/35/
other details of such expenses in the form required by the Company
sufficient to substantiate a deduction for such business expenses
under all applicable rules and regulations of Federal and State
taxing authorities.
5. FRINGE BENEFITS.
A. Asbell shall not be eligible to
participate in all group term life insurance plans, accidental
death and dismemberment plans and short-term disability programs
and other employee perquisites which are made available to the
Company's employees, unless Asbell has or is receiving these
benefits currently.
B. Notwithstanding any of the provisions of
this agreement, Asbell's employment with the Company is at will,
may be terminated by the Company at any time for any reason without
advance notice.
C. Should the Company terminate Asbell's
employment for Cause, as defined below, or should Asbell
voluntarily resign other than for Good Reason, the Company shall
have no obligation to Asbell under this Agreement. Should the
Company terminate Asbell's employment other than for Cause during
this Agreement, or should Asbell resign for Good Reason, the
Company shall have no further obligation under this Agreement,
6. GOOD REASON.
For Purposes of this agreement, "Good Reason"
shall mean:
A. A material reduction in the duties,
responsibilities, status, reporting responsibilities, title, or
offices that Asbell had with the Company immediately before the
reduction.
B. A change in control in which Asbell is
not offered a similar position at no less than seventy-five percent
(75%) of Asbell's compensation (defined as Base Salary).
C. The failure of any successor to the
Company by merger, consolidation or acquisition of all or
substantially all of the business of the Company to assume the
Company's obligations under this Agreement.
D. A material breach by the Company of its
obligations under this Agreement.
7. CAUSE
For purposes of this agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Asbell has engaged
in the following: (i) financial dishonesty, including, without
limitation, misappropriation of funds or property, or any attempt
by Asbell to secure any personal profit related to the business or
business opportunities of the Company without the informed, written
approval of the Company's Board of Directors; (ii) refusal to
comply with reasonable directives of the Company's Executive
Officer or Board of Directors; (iii) negligence or reckless willful
misconduct in the performance of Asbell's duties; (iv) failure to
perform, or continuing neglect in the performance of, duties
assigned to Asbell; (v) misconduct which has materially adverse
effect upon the Company's business or reputation; (vi) the
conviction of, or plea of nolo contendre to, any felony or
misdemeanor involving moral turpitude or fraud; (vii) the material
breach of any provision of this Agreement; (viii) violation of
/36/
Company policies including, without limitation, the Company's
policies on equal employment opportunity and prohibition of
unlawful harassment; (ix) death of Asbell; or (x) a disability
which continues for a period in excess of 180 days. A termination
as a result of a Change in control shall not constitute cause.
8. CHANGE IN CONTROL
For purposes of this Agreement "Change in Control"
shall mean any of the following transactions effecting change in
ownership or control of the Company:
(i) a merger, consolidation or reorganization approved by the
Company's stockholders, UNLESS securities representing more than
fifty percent (50%) of the total combined voting power of the
voting securities of the successor Company are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same position, by the persons who beneficially
owned the Company's outstanding voting securities immediately prior
to such transaction, or
(ii) any stockholder-approved transfer or other disposition of all
or substantially all of the Company's assets, or
(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Company or a person that
/37/
directly or indirectly controls, is controlled by, or is under
common control with the Company), or beneficial ownership (within
the meaning of Rule 13d-3 of the Act 1934 Act) of securities
possessing more than fifty (50%) of the total combined voting power
of the Company's outstanding securities pursuant to a tender or
exchange offer made directly to the Company's stockholders.
In no event, however, shall a Change in Control be deemed to occur
in connection with any public offering of the Common Stock
9. RESTRICTIVE COVENANTS.
During the Employment Period:
(i) Asbell shall devote ample time and
energy to the performance of Asbell's duties described herein,
except during periods of illness or vacation periods.
(ii) Asbell shall not directly or
indirectly provide services to or through any person, firm or other
entity except the Company, unless otherwise authorized by the Board
in writing. The Company does, however, reserve the right to demand
Asbell's registration from those same Boards, if in the opinion of
the CareDecision CEO, continued membership on those Boards by
Asbell diminishes his ability to execute his responsibilities
identified within this Agreement; or if continued association with
those organizations becomes detrimental to the goals of the
Company; or if continued membership represents a conflict, or
potential conflict, with the business activities, or objectives, of
CareDecision.
(iii) Asbell, however, shall have the
right to perform such incidental services as are necessary in
connection with (a) Asbell's private passive investments, but only
if Asbell is not obligated or required to (and shall not in fact)
devote any managerial efforts which interfere with the services
required to be performed by her, or (b) Asbell's charitable or
community activities, or participation in trade or professional
organizations, but only if such incidental services do not
interfere with the performance of Asbell's service to the Company.
10. NON-COMPETITION DURING THE EMPLOYMENT
PERIOD.
Asbell acknowledges and agrees that given the
extent and nature of the confidential and proprietary information
he will obtain during the course of his business relationship with
the Company, it would be inevitable that such confidential
information would be disclosed or utilized by Asbell should he
obtain employment from, or otherwise become associated with, an
entity or person that is engaged in a business or enterprise that
directly competes with the Company.
Consequently, during any period for which Asbell is receiving
compensation from the Company, Asbell shall not, without prior
written consent of the Company's Board of Directors, directly or
indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed
by or connected in any manner with, any enterprise which is engaged
in any business competitive with or similar to that of the Company;
provided, however, that such restriction shall not apply to any
passive investment representing an interest of less than two
percent (2%) of an outstanding class of publicly-traded securities
of any Company or other enterprise which is not, at the time of
such investment, engaged in a business competitive with the
Company's business.
11. NON-SOLICITATION.
During the Employment Period and for one (1) year following
termination of Asbell's employment, Asbell shall not encourage or
solicit any of the Company's employees to leave the Company's
employ for any reason or interfere in an other manner with
employment relationships at the time existing between the Company
and its employees. In addition, Asbell shall not solicit, directly
or indirectly, business from any client of the Company, including
any of the Company's clients to terminate their existing business
relationship with the Company, or interfere in any other manner
with an existing business relationship between the Company and any
client or other third party.
Asbell acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss, which
may be incurred by reason of his breach of the foregoing
restrictive covenants. Accordingly, in the event of any such
breach, the Company shall, in addition to the termination of this
Agreement and any remedies available to the Company at law, be
entitled to obtain equitable relief in the form of an injunction
precluding Asbell from continuing such breach.
12. SUCCESSORS AND ASSIGNS.
This Agreement is personal in its nature and
Asbell shall not assign or transfer his rights under this
Agreement. The provisions of this Agreement shall inure to the
benefit of, and be binding on each successor of the Company whether
by merger, consolidation, transfer of all or substantially all
assets, or otherwise and the heirs and legal representatives of
Asbell.
/38/
13. NOTICES.
Any notices, demands or other communications
required or desired to be given by any party shall be in writing
and shall be validly given to another party if served either
personally or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such
notice, demand or other communication shall be served personally,
service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication is
given by mail, such notice shall be conclusively deemed given forty-
eight (48) hours after the deposit thereof in the United States
mail addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To the Company:
Robert Cox, President
CareDecision Corporation
2 Penn Plaza, 15th Floor, Ste. 1500-53
New York, NY 10121
To Barbara Asbell:
Barbara Asbell
2043 Sunridge Drive
Ventura, CA. 93003
Any party may change its address for the purpose of receiving
notices, demands and other communications by providing written
notice to the other party in the manner described in this
paragraph.
14. GOVERNING DOCUMENTS.
This Agreement along with the documents expressly
referenced in this Agreement constitute the entire agreement and
understanding of the Company and Asbell with respect to the terms
and conditions of Asbell's employment with the Company and the
payment of severance benefits and supersedes all prior and
contemporaneous written or verbal agreements and understandings
between Asbell and the Company relating to such subject matter.
This Agreement may only be amended by written instrument signed by
Asbell and an authorized officer of the Company. Any and all prior
agreements, understandings or representations relating to Asbell's
relationship with the Company are terminated and cancelled in their
entirety and are of no further force or effect.
15. GOVERNING LAW.
The provisions of this Agreement will be
construed and interpreted under the laws of the State of Nevada. If
any provision of this Agreement as applied to any party or to any
circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the
invalidity of that provision shall in no way affect (to the maximum
extent permissible by law) the application of such provision under
circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole. Should
any provision of this Agreement become or be deemed invalid,
illegal or unenforceable in any jurisdiction by reason of the
scope, extent or duration of its coverage, then such provision
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shall be deemed amended to the extent necessary to conform to
applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the
intention of the parties, then such provision will be stricken and
the remainder of this Agreement shall continue in full force and
effect.
16. REMEDIES.
All rights and remedies provided pursuant to this
Agreement or by law shall be cumulative, and no such right or
remedy shall be exclusive of any other. A party may pursue any one
or more rights or remedies hereunder or may seek damages or
specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether
or not stated in this Agreement.
17. NO WAIVER.
The waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed as
a waiver of any later breach of that provision.
18. COUNTERPARTS.
This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
CareDecision Corporation
/s/ Robert Cox
--------------------------------
By: Robert Cox
Title: President
/s/ Barbara Asbell
--------------------------------
By: Barbara Asbell
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Exhibit 5.3
The Law offices of thomas c. cook, ltd.
4955 s. durango drive, suite 214
las vegas, nevada 89113
THOMAS C. COOK, ESQ.
PHONE (702) 952-8519
FAX (702) 952-8521
TCCESQ@AOL.COM
August 13, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CareDecision Corporation
Registration Statement on Form S-8
Gentlemen:
We have been requested by CareDecision Corporation, a Nevada
corporation (the "Company"), to furnish you with our opinion as to
the matters hereinafter set forth in connection with the above-
captioned registration statement (the "Registration Statement")
covering an aggregate of 12,750,000 Shares (the "Shares") of the
Company's common stock, par value $.001 per Share offered on behalf
of the Company in connection with the Company's Employment
Agreements between the Company and Tom Poff, Shabnam Shahrabi, Dale
Richter, and Alan Binder, and the Company's Consultant Agreements
between the Company and Dr. Joseph A. Wolf, Leslie-Michelle
Abraham, Thomas Chillemi, Anthony Quintiliano and Barbara Asbell.
In connection with this opinion, we have examined the
Registration Statement, Annual Report, the Company's Articles of
Incorporation and By-laws, and such other documents as we have
deemed necessary to enable us to render the opinion hereinafter
expressed.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when issued in accordance with the Agreements,
will be legally issued, fully paid and non-assessable.
We render no opinion as to the laws of any jurisdiction other
than the internal laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our name under
the caption "Legal Opinions" in the prospectus included in the
Registration Statement.
Sincerely,
/s/ Thomas C. Cook
Thomas C. Cook, Esq.
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Exhibit 23.4
Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 (fax)
August 12, 2003
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) which grants
options to purchase an aggregate of 12,750,000 shares of Common
Stock of CareDecision Corporation under the CareDecision
Corporation "2003 Non-Qualified Stock Option Agreement" and to the
incorporation by reference therein of our report dated April 4,
2003, with respect to the financial statements of the Company
included in its annual report for the year ended December 31, 2002
and the quarterly reports filed with the US Securities and Exchange
Commission.
Sincerely,
/s/ Beckstead and Watts, LLP
Beckstead and Watts, LLP
/42/