ex1010.htm


    Exhibit
      10.10

     

    DEBT
      CONVERSION AGREEMENT

    


    This
      Debt Conversion Agreement made as
      of this __ day of November, 2007 between MEDEFILE INTERNATIONAL, INC., a Nevada
      corporation (the “Company”) having a principal place of business at 240 Cedar
      Knolls Road, Cedar Knolls, NJ 07927 and the parties who have executed this
      agreement (individually a “Creditor” and collectively the
“Creditors”).

    


    WHEREAS,
      the Company is obligated to
      each Creditor in the principal amount set forth on the signature page hereto
      (the “Obligation”) and the aggregate amount of the principal portion of the
      Obligations due to the Creditors is $3,042,379;

    


    WHEREAS,
      the Creditor hereby
      acknowledges that the Company is proposing to raise capital via a private
      placement (the “Private Placement”);

    


    WHEREAS,
      in order to assist the Company
      in completing the Private Placement, the Creditor is willing to release the
      Company from its obligation to pay the Obligations upon the terms and conditions
      set forth herein.

    


    NOW
      THEREFORE, in consideration of the
      terms, conditions and agreements contained in this Agreement, the parties agree
      as follows:

    


    1.           ISSUANCE
      OF SECURITIES.

    


    (a)           Immediately
      prior to the closing of the Private Placement, the Creditor hereby agrees that
      it will convert Two Million One Hundred Thousand dollars ($2,100,000) of the
      Obligation into shares of the Company’s common stock (the “Converted Shares”).
      The conversion price for the portion of the Obligation to be converted shall
      be
      $0.15 per share. In addition, the Company agrees to issue and deliver to the
      Creditor, Eight Million Four Hundred Thousand (8,400,000) three-year warrants
      to
      purchase an aggregate of Eight Million Four Hundred Thousand (8,400,000) shares
      of the Company’s common stock (the “Underlying Shares”) exercisable at $0.60 per
      share (the “Warrants”).  The Company agrees to issue and deliver the
      shares to Creditor at the address set forth on the signature page of this
      Agreement.

    


    (b)           The
      certificate(s) representing the Converted Shares and the Underlying Shares
      (collectively the “Securities”) to be issued will bear a legend substantially in
      the following form:

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
      FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

     

    
      
         

      

      
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    2.           CREDITOR’S
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Creditor hereby acknowledges,
      represents and warrants to, and agrees with, the Company as
      follows:

    


    (a)           The
      Creditor is acquiring the Securities for its own account as principal, for
      investment purposes only, and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and no other person has
      a
      direct or indirect beneficial interest in such Securities.

    


    (b)           The
      Creditor acknowledges its understanding that the issuance of the Securities
      is
      intended to be exempt from registration under the Act by virtue of Section
      4(2)
      of the Securities Act of 1933, as amended (the “Act”) and the provisions of
      Regulation D thereunder.

    


    (c)           The
      Creditor has the financial ability to bear the economic risk of his investment,
      has adequate means for providing for his current needs and personal
      contingencies and has no need for liquidity with respect to his investment
      in
      the Company.

    


    (d)           The
      Creditor is an “accredited investor” as that term is defined in Rule 501(a) of
      Regulation D under the Act (17 C.F.R. 230.501(a)) or is not a U.S. Person as
      defined under Regulation S.

    


    (e)           The
      Creditor has made an independent investigation of the Company’s business, been
      provided an opportunity to obtain additional information concerning the Company
      Creditor deems necessary to make an investment decision and all other
      information to the extent the Company possesses such information  or
      can acquire it without unreasonable effort or expense.

    


    (f)           The
      Creditor represents, warrants and agrees that it will not sell or otherwise
      transfer the Securities unless registered under the Act or in reliance upon
      an
      exemption  therefrom, and fully understands and agrees that it must
      bear the economic risk of its purchase for an indefinite period of time because,
      among other reasons, the Securities or underlying securities have not been
      registered under the Act or under the securities laws of certain states and,
      therefore, cannot be resold, pledged, assigned or otherwise disposed of unless
      they are subsequently registered under the Act and under the applicable
      securities laws  of such states or an exemption from such registration
      is available. The Creditor also understands that the Company is under no
      obligation to register the Securities on his behalf or to assist the Creditor
      in
      complying with any exemption from registration under the Act. The Creditor
      further understands that sales or transfers of the Securities or underlying
      securities are restricted by the provisions of state securities
      laws.

     

    
      
         

      

      
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    (g)           The
      Creditor has not transferred or assigned an interest in the Obligations to
      any
      third party.

    


    (h)           The
      foregoing representations, warranties and agreements shall survive the delivery
      of the Securities under this Agreement.

    


    3.           COMPANY
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Company hereby acknowledges,
      represents and warrants to, and agrees with the Creditor as
      follows:

    


    (a)           The
      Company has been duly organized, is validly existing and is in good standing
      under the laws of the State of Nevada. The Company has full corporate power
      and
      authority to enter into this Agreement and this Agreement has been duly and
      validly authorized, executed and delivered by the Company and is a valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms, except as such enforcement may be limited by the United States
      Bankruptcy Code and laws effecting creditors rights, generally.

    


    (b)           Subject
      to the performance by the Creditor of its obligations under this Agreement
      and
      the accuracy of the representations and warranties of the Creditor, the offering
      and sale of the shares will be exempt from the registration requirements of
      the
      Act.

    


    (c)           The
      execution and delivery by the Company of, and the performance by the Company
      of
      its obligations under this Agreement in accordance with the terms of this
      Agreement will not contravene any provision of applicable law or the charter
      documents of the Company or any agreement or other instrument binding upon
      the
      Company, or any judgment, order or decree of any governmental body, agency
      or
      court having jurisdiction over the Company, and no consent, approval,
      authorization or order of, or qualification with, any governmental body or
      agency is required for the performance by the Company of its obligations under
      this Agreement in accordance with the terms of this Agreement.

    


    4.           RELEASE.

    


    Upon
      issuance of the Securities to the
      Creditor in consideration for the conversion of a portion of the Obligation,
      the
      Creditor agrees to release and forever discharge the Company of and from all
      and
      all manner of actions, suits, debts, sums of money, contracts, agreements,
      claims and demands at law or in equity, that Creditor had, or may have arising
      from the portion of Obligation that is converted.

     

    
      
         

      

      
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    5.           MISCELLANEOUS.

    


    (a)           Modification.                                Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

    


    (b)           Notices.   Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, ad­dressed to such address as
      may be given herein, or (b) delivered personally at such address.

    


    (c)           Counterparts.                                This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all the parties, notwith­standing that
      all parties are not signatories  to the same
      coun­terpart.

    


    (d)           Binding
      Effect.   Except as otherwise provided herein, this Agreement
      shall be binding upon and inure to the benefit of the parties and their heirs,
      executors, administrators, successors, legal representatives and
      assigns.  If the undersigned is more than one person, the obligation
      of the Investor shall be joint and several, and the agreements, representations,
      warranties and acknowledgments herein contained shall be deemed to be made
      by
      and be binding upon each such person and his heirs, executors, administrators
      and successors.

    


    (e)           Entire
      Agreement.   This instrument contains the entire agreement of
      the parties, and there are no representations, covenants or other agreements
      except as stated or referred to herein.

    


    (f)           Applicable
      Law.   This Agreement shall be governed and construed under
      the laws of the State of New York.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company and
      Creditors have caused this Agreement to be executed and delivered by their
      respective officers, thereunto duly authorized

     

     

     

    
      	 	MEDEFILE INTERNATIONAL,
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Milton
              Hauser	 
	 	 	Milton
              Hauser,
              CEO	 
	 	 	 	 
	 	 	 	 


    

    
 

    
 

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR CREDITOR FOLLOWS]

     

     

     

    
      
         

      

      
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    [CREDITOR
      SIGNATURE PAGE TO MEDEFILE DEBT CONVERSION AGREEMENT]

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Debt Conversion Agreement
      to
      be duly executed by their respective authorized signatories as of the date
      first
      indicated above.

     

    Name
      of
      Creditor:     Vantage
      Group                                                                                                  

    Signature
      of Authorized Signatory of Creditor: /s/ Lyle Hauser

    Name
      of
      Authorized Signatory: Milton Hauser

    Title
      of
      Authorized Signatory: Chairman and Chief Executive Officer

    Email
      Address of
      Creditor:________________________________________________

    


    Address
      for Notice of Creditor:

    


    


    


    


    Address
      for Delivery of Securities for Creditor (if not same as above):

    


    


    


    


    


    Amount
      of
      Obligations:

    


    Principal:  $3,042,379

    Interest:     
      $150,088

    


    Total:       
      $3,192,467

    


    


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