Unassociated Document


    
      
        

        

      

      EXHIBIT
10.11

      


      


      


      


      


      


       

      


      


      


      


      


      STOCK
PURCHASE AGREEMENT

      DATED
MAY 9, 2006 BETWEEN

      PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.

      AND
TIGER TEAM TECHNOLOGIES, INC. ET AL.

       

       

       

       

       

       

       

       

       

       

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      STOCK PURCHASE
AGREEMENT

      


      This
Stock Purchase Agreement is made as of this day of May 9, 2006 (this
"Agreement") by and between Tiger Team Technologies. Inc., a Nevada Corporation
("TTMT"), Paul Hogan ("Hogan"), The Nutmeg Group LLC, a U.S. Virgin Islands
company ("Nutmeg"), David Samuel, LLC, a Minnesota company ("David Samuel"),
Financial Alchemy, a Texas company ("Alchemy"), Philly Financial, LLC, a
Pennsylvania company ("PhiIly"), and the Shareholders of Physicians Healthcare
Management Group, Inc. (individually, "PhyHealth", collectively with Nutmeg,
Alchemy, David Samuel, and Philly, the
"Buyers").

      


       

           WITNESSETH:

       

      


      WHEREAS,
Hogan is the record and beneficial owner of certain issued and outstanding
shares of TTMT common stock; and

      


      WHEREAS,
Philly, Nutmeg, and Alchemy have loaned money to Hogan and TTMT,
which  loans they desire to forgive in exchange for certain shares of
TTMT common stock;

      


      WHEREAS,
TTMT desires to acquire Phyhealth as a wholly-owned subsidiary;

      


      WHEREAS.
TTMT desires to issue and Buyers desire to purchase for the consideration
hereinafter set forth certain issued and outstanding stock of the Company (the
"Shares"); and

      


      WHEREAS,
the Parties desire to set forth in this Agreement all the terms, conditions and
covenants upon which these transactions are to be consummated.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations, warranties and covenants herein contained, the Patties agree as
follows:

       

      
        	 l.	CONSIDERATION:


      

       

                


      
        	
                (a)

              	
                PhyHealth
      shall convey to TTMT all the issued and outstanding stock of
      PhyHealth.

              


      

      


      
        	
                (b)

              	
                TTMT
      shall convey to PhyHealth 150,000,000 shares of TTMT restricted preferred
      convertible stock under the terms set forth in Article 4 below and
      72,100,000 shares of TTMT common
stock.

              


      

      


      
        	
                (c)

              	
                Hogan
      shall convey to TTMT 69,000,000 shares of TTMT common
    stock.

              


      

      


      
        	
                (d)

              	
                TTMT
      shall convey to Hogan a 92% undivided interest in the rights to certain
      technology as set forth in Article 2
below.

              


      

      


      
        	
                (e)

              	
                TTMT
      shall convey to Hogan 12,000.000 shares of TTMT restricted preferred
      convertible stock under the terms set forth in Article 4
      below.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      
      

      
        	
                (f)

              	
                David
      Samuel shall convey to Hogan $47,500.

                 

              
	
                (g)
 	
                TTMT shall convey to
      David Samuel 22,800,000 shares of TTMT common stock and 1,187,500 warrants
      under the terms set forth in Article 3 below.

              
	
                (h)
 	
                Philly
      has previously conveyed to TTMT $20,000 upon which it shall relinquish
      and forfeit
      any right to repayment and shall convey to Hogan an additional
      $27,500.

                TTMT
      shall convey to Philly 22,800,000 shares of TTMT common stock and
      1,187,500 warrants under the terms set forth in Article 3
      below

              
	 	 
	(i)	TTMT
      shall convey to Philly 22,800,000 shares of TTMT common stock and
      1,187,500 warrants under the terms set forth in Article 3
      below.
	 	 
	(j)	Nutmeg
      has previously conveyed to TTMT $160,622 (which includes approximately 3%
      in costs and fees), upon which it shall give up any right to repayment and
      shall convey to Hogan an additional $75,000.
	 	 
	(k)	TTMT
      shall convey to Nutmeg 22,800,000 shares of TTMT common stock 50,889.504
      warrants under the terms set forth in Article 3 below.
	 	 
	(1)	Alchemy
      has previously conveyed to TTMT $374,381.44 (which includes approximately
      3% in costs and fees), upon which it shall give up any right to
      repayment.
	 	 
	(m)	TTMT
      shall convey to Alchemy 9,588,500 shares of TTMT common stock and
      47,285,717 warrants under the terms set forth in Article 3
      below.


      

       

      
        	
                2. 

              	
                RIGHTS TO TECHNOLOGY:
      TTMT shall convey to Hogan a 92% undivided interest in the property rights
      to its T3 technology. Hogan hereby grants to TTMT an irrevocable,
      non­exclusive, world-wide license for the use of said
      technology.

              


      

      


      
        	
                3. 

              	
                WARRANTS: All warrants
      issued by Tiger Team in accordance with Article 1 above shall be
      exercisable at $0.50, shall have a cashless exercise right if the
      underlying shares into which they are convertible are not registered
      within one year, shall be subject to a blocker agreement preventing the
      holder thereof from exercising if such exercise would cause the holder to
      hold more than 10% of TTMT's outstanding shares, and shall be expire on
      December 31, 2009.

              


      

      


      
        	
                4.

              	
                RESTRICTED PREFERRED
      CONVERTIBLE SHARES: All restricted preferred convertible stock
      issued in accordance with Article l shall be convertible into common stock
      a rate of one common share per one preferred
  share.

              


      

      


      
        	
                5.

              	
                CLOSING: The Closing
      Date shall be 5/10/2006. The Closing Date can be changed by mutual
      agreement but in no event shall the Closing Date extend beyond 5/20/2006.
      The Place of Closing shall be the Law Offices of Randall S. Goulding &
      Associates, 3346 Commercial, Northbrook, IL 60062 or such other place as
      the parties hereto may otherwise agree or, at the option
      ofparties may be accomplished
      through electronic means such as fax or
email.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                6. 

              	
                DELIVERY OF TTMT SHARES:
      On or before the Closing Date, TTMT and HOGAN will have ready for delivery
      certificates representing all of the Shares of TTMT to be delivered and/or
      assigns duly endorsed, together with appropriate stock powers, so as to
      make the Buyers and/or assigns the sole owners thereof, free and clear of
      all liens, claims, and encumbrances, delivery to be made at such place as
      to be determined by parties.

              


      

      


      
        	
                7.

              	
                REPRESENTATIONS AND WARRANTIES
      OF TTMT: TTMT represents and warrants to the Buyers as
      follows:

              


      

       

      
        	
                (a)   

              	
                TTMT
      was incorporated in the State of Nevada on December 20, 1996. Its
      authorized capital consists of 400,000,000 shares of common stock, par
      value $.001. As of the effective date of this Agreement TTMT has issued
      and outstanding 150,217,778 common
shares.

              


      

       

      
        	
                      
      (b) 

              	
                The
      officers of TTMT have the power and the authority to execute this
      Agreement and to perform the obligations contemplated
    hereby

              


      

       

      
        
          	
                        
      (c) 

                	
                  TTMT
      has no outstanding shares of preferred stock and will have no outstanding
      options, warrants, rights or other contractual arrangements relating to
      the ability or requirement issue any additional shares of common or
      preferred stock except as required under this
  Agreement.

                


        

         

      

      
        	
                (d)   

              	
                TTMT
      has complied with all federal and state securities and blue-sky laws in
      all offers, sales and issuances of its securities. The offer, issuance and
      sale of the shares issued by TTMT under this Agreement are exempt from
      registration under the Securities Act pursuant to Section 4(2) and
      Regulation D rule 504.

              


      

      


      
        	
                (e)   

              	
                TTMT
      is currently approved for trading on the OTC PINK SHEETS under the symbol
      of TTMT.

              


      

      


      
        	
                (f)   

              	
                All
      information supplied by TTMT to Buyers is accurate and reliable
      information. None of the information supplied contains any untrue
      statement of a material fact or omits to make any statement of material
      fact necessary to make the statements therein not
    misleading.

              


      

      


      
        	
                (g)   

              	
                The
      PhyHealth shares are being acquired for investment and without any present
      view toward distribution thereof to any other
  persons.

              


      

       

      
        	
                (h)   

              	
                TTMT
      will not sell or otherwise dispose of the PhyHealth shares except in
      compliance with the registration requirements or exemptions provisions
      under the Securities Act of 1933, as amended, and the rules and
      regulations thereunder.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                (i)   

              	
                TTMT
      is knowledgeable and experienced in financial business matters including
      businesses similar to that of PhyHealth. TTMT has no current intention of
      selling, transferring or otherwise disposing of the PhyHealth shares to
      any other person or entity.

              


      

      


      
        	
                8.

              	
                REPRESENTATIONS AND WARRANTIES
      OF HOGAN: Hogan represents and warrants to the TTMT and Buyers as
      follows:

              


      

      


      
        	
                    (a)   

              	
                The
      68,000,000 TTMT shares to be conveyed by Hogan herein constitute duly and
      validly issued shares of TTMT, are fully paid and non-assessable, and will
      be legally equivalent in all respects to the common stock issued and
      outstanding as of the date thereof.

              


      

       

      
        	
                    (b)   

              	
                Hogan
      has the power and the authority to execute this Agreement and to perform
      the obligations contemplated
hereby.

              


      

       

      
        	
                    (c)   

              	
                Forthwith
      after the Closing Date or such other date as agreed, Hogan will deliver to
      PhyHealth the Financial Statements of TTMT as of 12/31/05 and the balance
      sheet of TTMT as of 12/31/05 (the "Year End Financial Statements") and as
      of 3/31/06 (un­audited) (the "Interim Financial Statements" and,
      together with the Year End Financial Statements, the "Financial
      Statements") and the statement of income (loss), stockholders' equity and
      changes in financial condition for the periods then ended. All statements
      shall be done to GAAP standards.

              


      

      


      
        	
                    (d)   

              	
                Prior
      to the Closing Date, there will not be any material adverse changes in the
      financial position of TTMT as set forth in the Financial Statements except
      changes arising in the ordinary course of
  business.

              


      

      


      
        	
                    (e)   

              	
                TTMT
      is not, and as of the Closing Date will not be, involved in any pending
      litigation or governmental investigation or proceeding not reflected in
      the Financial Statements or otherwise disclosed in writing to PhyHealth,
      and to the knowledge of Hogan no litigation or governmental investigation
      or proceeding is threatened against
TTMT.

              


      

      


      
        	
                    (f)   

              	
                As
      of the Closing Date, TTMT will be in good standing as a Nevada
      corporation.

              


      

      


      
        	
                    (g)   

              	
                The
      authorized capital stock of TTMT consists of 400,000,000 shares of common
      stock, par value $.001. TTMT has no shares of preferred stock outstanding.
      No shares have otherwise been registered under state or federal securities
      laws. As of the Closing Date, all of the issued and outstanding shares of
      common stock of TTMT are validly issued, fully paid and non-assessable and
      they are not, and as of the Closing Date there will not be outstanding,
      any obligation by TTMT to issue any additional shares of common stock or
      preferred stock or any of its securities of any kind, except as set forth
      in this Agreement.

              


      

      


      
        	
                    (h)   

              	
                All
      requisite corporate and other authorizations for the execution of the
      Agreement and performance thereof have been
  obtained;

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                (i)   

              	
                TTMT
      has complied with all filing requirements for the Securities and. Exchange
      Commission and all NASD filings and that said filings conform to the
      requirements of the respective
agencies;

              


      

      


      
        	
                (j)   

              	
                All
      prior actions of TTMT in connection with filings have conformed to
      applicable state and federal law.

              


      

      


      
        	
                (k)   

              	
                All
      information supplied by TTMT and Hogan to Buyers is accurate and reliable
      information. None of the information supplied contains any untrue
      statement of a material fact or omits to make any statement of material
      fact necessary to make the statements therein not
    misleading.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Neither
      the execution and delivery of the Agreement nor the consummation of the
      transactions contemplated hereby will violate any provision of the
      Articles of incorporation or Bylaws of TTMT; nor will it will violate,
      conflict with or result in the breach or termination of or otherwise give
      any contracting party the right to terminate or constitute a default under
      the terms of any agreement or instrument to which TTMT is a party or by
      which any of its property or assets may be bound; nor will it result in
      the creation of any lien, charge or encumbrance upon the properties or
      assets of TTMT, or will violate any judgment, order, injunction, decree
      or award against or binding upon TTMT or upon its securities, property or
      business.

              


      

      


      
        	
                 
      

              	
                (m)

              	
                TTMT
      has complied with all federal and state securities and blue-sky laws in
      all offers, sales and issuances of its securities. The offer, issuance and
      sale of the shares issued by TTMT under this Agreement are exempt from
      registration under the
      Securities Act pursuant to Section 4(2) and Rule 504 of Regulation D
      propagated under the Securities Act. Further, TTMT has not
      issued any shares in reliance on Regulation D in the 12 months immediately
      preceding the Closing Date.

              


      

      


      
        	
                9.

              	
                REPRESENTATIONS AND WARRANTIES
      OF PHYHEALTH

              


      

      


      PhyHealth
represents and warrants as follows:

      


      
        	
                (a)   

              	
                PhyHealth
      has taken all necessary corporate action to authorize the execution of
      this Agreement and the transactions contemplated
  hereunder.

              


      

      


      
        	
                (b)   

              	
                Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will violate any provision of the
      Articles of Incorporation or Bylaws of PhyHealth; will violate, conflict
      with or result in breach or termination of or otherwise give any
      contracting party the right to terminate or constitute a default under the
      terms of any agreement or instrument to which PhyHealth is a party or by
      which any of its property or assets may be bound; will result in the
      creation of any lien, charge or encumbrance upon the properties or assets
      of PhyHealth., or will violate any judgment, order, injunction, decree or
      award against or binding upon PhyHealth, or upon its securities, property
      or business.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)   

              	
                All
      information supplied by PhyHealth to TTMT is accurate and reliable
      information. None of the information supplied contains any untrue
      statement of a material fact or omits to make any statement of material
      fact necessary to make the statements therein not
    misleading.

              


      

      


      
        	
                (d)   

              	
                Forthwith
      after the Closing Date or such other date as agreed, management of
      PhyHealth will deliver to TTMT the Financial Statements of PhyHealth as of
      12/31/05 and the balance sheet of PhyHealth as of 12/31/05 (the "Year End
      Financial Statements") and as of 3/31/06 (un-audited) (the "Interim
      Financial Statements" and, together with the Year End Financial
      Statements, the "Financial Statements") and the statement of income
      (loss), stockholders' equity and changes in financial condition for the
      periods then ended. All statements shall be done to GAAP standards (the
      "Year End Financial Statements" and the "Financial Statements"). All
      Financial Statements shall include the Balance Sheet, Statement of Cash
      Flows, income Statement, Statement of Changes in Stockholder's Equity and
      Footnotes and shall be prepared according to GAAP
    standards.

              


      

      


      
        	
                (e)   

              	
                Prior
      to the Closing Date, there will not be any material adverse changes in the
      financial position of PhyHealth as set forth in the Financial Statements
      except changes arising in the ordinary course of
  business.

              


      

      


      PhyHealth
is not and as of the Closing Date will not be involved in any pending litigation
or governmental
investigation or proceeding not reflected in the Financial Statements, not in
the ordinary course of business or otherwise disclosed in writing to TTMT, and
to the knowledge of Hogan no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against
PhyHealth.

      


      
        	
                 
      

              	
                (g)

              	
                TTMT
      has no outstanding shares of preferred stock and will have no outstanding
      options, warrants, rights or other contractual arrangements relating to
      the ability or requirement to issue any additional shares of common or
      preferred stock except as required under this
  Agreement.

              


      

      


      
        	
                (h)   

              	
                The
      PhyHealth shares being conveyed herein constitute duly and validly issued
      shares of PhyHealth, are fully paid and non-assessable, and will be
      legally equivalent in all respects to the common stock issued and
      outstanding as of the date thereof.

              


      

      


      
        	
                (i)    

              	
                As
      of the Closing Date, PhyHealth will be in good standing as an Illinois
      corporation.

              


      

      


      
        	
                (j)   

              	
                The
      new company will assume TTMT's filing obligations under all relevant
      Federal Securities Laws and
Regulations.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      10.           REPRESENTATIONS AND WARRANTIES OF
BUYERS: Buyers represent and warrant as follows:

      


      
        	
                (a)   

              	
                The
      TTMT shares are being acquired for investment and without any present view
      toward distribution thereof to any other
  persons.

              


      

      


      
        	
                (b)   

              	
                Buyers
      will not sell or otherwise dispose
      of the TTMT shares except in compliance with the registration requirements
      or exemptions provisions under the Securities Act of 1933, as amended, and
      the rules and regulations
thereunder.

              


      

      


      
        	
                (c)   

              	
                Buyers
      are knowledgeable and experienced in financial business matters including
      businesses similar to that of TTMT. Buyers have no current intention
      of selling, transferring or otherwise disposing of the TTMT shares to any
      other person or entity.

              


      

      


      11.           PROHIBITED ACTS: TTMT agrees
not to do any of the following acts prior to the Closing Date and Hogan agrees
that prior to the Closing Date he will not request or permit TTMT to do any of
the following acts:

      


      
        	
                (a)   

              	
                Declare
      or pay any dividends or other distributions on its stock or purchase or
      redeem any of its stock or

              


      

      


      
        	
                (b)   

              	
                Issue
      any stock or other securities, including any rights or options to purchase
      or otherwise acquire any of its
      stock, and shall not issue any notes or other evidences of
      indebtedness.

              


      

      


      12.           NATURE AND SURVIVAL, OF
REPRESENTATIONS: All representations, warranties and covenants made by
any party in this Agreement shall survive the closing hereunder for so long as
the applicable statute limitations shall remain open. Each of the parties hereto
is executing and carrying out the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements contained
in this Agreement or at the closing of the transactions herein provided for and
not upon any investigation which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth
herein.

      


      13.           RESIGNATIONS
AND APPOINTMENT OF OFFICERS AND DIRECTORS:

      


      Upon the
Closing Date, the officers and directors of TTMT shall resign and appoint in
their stead:

      


      DIRECTORS:  Richard Goulding
and Robert Trinka

      PRESIDENT:
Robert Trinka

      


      13. ENTIRE AGREEMENT: This
Agreement, in conjunction with all necessary documents to carry-out


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      the
covenants and promises herein, contains all of the terms, conditions and
representations and warranties agreed upon by the parties relating to the
subject matter of this Agreement and supersedes all prior agreements,
negotiations, correspondence, undertakings and communications of the parties,
oral or written, respecting such subject matter, including the Agreement between
some of these Parties dated March 24, 2006, which is hereby void.

      


      14. NOTICES: Any notices which any
of the parties hereto may desire to serve upon any of the parties hereto shall
be in writing and shall be conclusively deemed to have been received by the
parties at its address, if mailed, postage prepaid, United States mail,
registered, return receipt requested to the following addresses:

      


      If to
current management of TTMT or to Hogan:

      


      Paul
Hogan

      1021
Bandana Blvd. East. #
102

      St Paul,
MN 55108

      


      If to
PhyHealth:

      


      Phyhealth,
Inc.

      Attn:
Robert Trinka

      700 S
Royal Poinciana Blvd. Suite 506

      Miami, FL
31166

      


      If to
Philly;

      


      Philly
Financial, LLC

      Attn:
Brandon Goulding

      3346
Commercial

      Northbrook,
IL 60062

      


      If to
Alchemy:

      


      Financial
Alchemy, LLC

      Attn:
Ryan Goulding

      600
Academy Drive, Suite 130

      Northbrook,
IL 60062

      


      If to
David Samuel:

      


      David
Samuel, LLC

      Attn:
David Goulding

      3637
Wilshire Lane

      Madison,
WI 53714

      


      If to
Nutmeg:

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      The
Nutmeg Group, LLC

      Attn:
Randall Goulding

      3346
Commercial

      Northbrook,
IL 60062

      


      15. SUCCESSORS: This Agreement
shall be binding upon and inure to the benefit of the heirs, personal
representatives and successors and assigns of parties.

      


      16. CHOICE OF LAW AND
JURISDICTION. This Agreement shall be deemed to have been accepted and
delivered in the State of Illinois, and this Agreement shall be governed in all
respects by the laws of the State of Illinois. The parties irrevocably and
unconditionally consent to personal jurisdiction and venue of any state or
federal court sitting in, or with jurisdiction over actions arising in, Cook
County, Illinois, for purposes of any dispute arising out of or related to this
Agreement, and any objections to such jurisdiction and venue are hereby
expressly WAIVED by the parties.

      


      17. COUNTERPARTS: This Agreement
may be signed in one or more counterparts all of which taken together shall
constitute an entire Agreement.

      


      18. MISCELLANEOUS:

      


      
        	
                (a)   

              	
                Further
      Assurance: At any time, and from time to time, after the effective date,
      each party will execute such additional instruments and take such action
      as may be reasonably requested by the other party to confirm or perfect
      title to any property transferred hereunder or otherwise to carry out the
      intent and purposes of this
Agreement.

              


      

      


      
        	
                (b)   

              	
                Waiver:
      Any failure on the part of any party hereto 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.

              


      

      


      
        	
                (c)   

              	
                Time:
      Time is of the essence.

              


      

      


      
        	
                (d)   

              	
                Severability:
      If any part of this Agreement is deemed to be unenforceable, the balance
      of the Agreement shall remain in full force and
  effect.

              


      

      

        
          
             


          

          
            10

            
              

            

          

          
             


          

        

      

       

      IN
WITNESS HEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT as of the date
first above written.

       

      
        	TIGER TEAM
      TECHNOLOGIES, INC., a	PHYSICIANS
      HEALTHCARE MANAGEMENT
	Nevada
      Corporation	GROUP, INC., an
      Illinois Corporation
	 	 


      

       

      
        
          
            	/s/ Paul
      Hogan  	 	/s/ Robert
      Trinka 	 
	PAUL HOGAN,
      President 	 	ROBERT TRINKA,
      President	 


          

           

          
            	 	 	THE NUTMEG GROUP,
      LLC, a	 
	 	 	U.S. Virgin Islands
      Company	 


             

            
              
                	 	 	/s/ Randall
      Goulding	 
	 	 	RANDALL GOULDING,
      Manager	 


              

               

              
                	FINANCIAL ALCHEMY,
      LLC, a 	 	PHILLY FINANCIAL,
      LLC, a	 
	Texas
      company  	 	Pennsylvania Limited
      Liability Company	 


                 

                
                  	By:	/s/ Ryan
      Goulding 	 	By: 	/s/ Brandon
      Goulding 	 
	 	RYAN GOULDING,
      Manager 	 	 	BRANDON GOULDING,
      Manager	 


                

              

            

          

           

          
            	DAVID SAMUEL, LLC,
      a	 	 	 
	Minnesota
      company	 	 	 


             

            
              	By: 	 /s/ David
      Goulding 	 	 	 
	DAVID GOULDING,
      Manager	 	 	 


            

          

        

      

      

        
          
             


          

          
            11