exmo_ex101.htm


    DEFINITIVE
AGREEMENT

     

    made this
20th day of November, 2009

    


    


     

    BETWEEN:   
EXMOVERE Holdings, Inc.

                           
1600 Tysons Blvd., 8th
Floor, McLean, Virginia 22101

     

    (hereinafter
jointly referred to as the "EXMOVERE")

    


     

    And:               
HORIZON HEALTH INTERNATIONAL
CORP.

                            
Griffin Centre, 317 - 901 West 3rd
Street, North Vancouver BC, Canada V7P 3P9

     

    (hereinafter
referred to as the "HORIZON")

    


     

    WHEREAS "EXMOVERE" owns and controls the rights
to certain Health Products, specifically the Telepath Zigbee biosensor
wristwatch and the Chariot personal mobility device (the 'Products') as
described in more detail in Schedule "A" attached, and

     

    WHEREAS "HORIZON" wishes to acquire the rights
to the Exclusive Distributorship for the 'Products' for all of Canada for 15
years.

    


    NOW THEREFORE, in consideration of the mutual
covenants and promises of the parties hereto, "HORIZON" and the "EXMOVERE" agree as follows:

    


    
      1.   
"EXMOVERE" shall sell the exclusive
rights for Canada to the Distributorship for the 'Products' to "HORIZON" for following
consideration:

    

    
    

           

          
"HORIZON" shall pay the following
remuneration for the acquisition of the exclusive rights to the Distributorship
for Canada for the 'Products':

     

    a. "HORIZON" shall pay Two Million Dollars US
($1,000,000.00 US) in cash, payable
as follows:

     

    
      	          i.	 	$ 150,000.00 payable
      on or before December 31, 2009.
	ii.	 	$ 185,000.00 payable
      on or before January 30, 2010. 
	iii.	 	$ 185,000.00 payable
      on or before March 31, 2010.
	iv.	 	$ 185,000.00 payable
      on or before April 30, 2010.
	v.	 	$ 185,000.00 payable
      on or before May 31, 2010.
	vi.	 	$ 185,000.00 payable
      on or before June 30,2010.
	vii.	 	$ 185,000.00 payable
      on or before July 31, 2010.
	  viii.	 	$ 185,000.00 payable
      on or before August 31, 2010.
	 ix.	 	$ 185,000.00 payable
      on or before September 30, 2010.
	x.	 	$ 185,000.00 payable
      on or before October 31, 2010.
	xi.	 	$ 185,000.00 payable
      on or before November 30, 2010.


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "EXMOVERE" herewith represents and warrants
that:

     

    
    

     

    
      	a)   	it
      is a US registered Company in good standing with all applicable laws and
      rules and regulations.
	 	 
	 b)   	it has the power and
      right to enter into this agreement
	 	 
	c)   	it
      is presently engaged in filing for trading on the OTC-BB in the
      US.
	 	 
	 d)   	it has the sole and
      exclusive ownership and control to the 'Products'
	 	 
	e)   	it has the right and
      power to assign and sell the Distributorship as given in paragraph 1)
      above.
	 	 
	f)   	the 'Products' meet
      all the Standards for Sale and Distribution in Canada as required under
      Canadian laws.
	 	 
	g)   	there
      are no claims or litigations pending against the 'Product' which could
      hinder the unimpeded sale and distribution in Canada.
	 	 
	 h)   	there are no claims
      or litigation pending against the assets of the "EXMOVERE"
	 	 
	 i)   	the 'Products' meet
      the required Industry Standards as applied in
Canada.


    

     

    "EXMOVERE" shall:

    
    

     

    
      	    j)   	at due date of the
      first payment installment as given in paragraph 1. a) i. above, deliver to
      "HORIZON" all marketing and
      technical collateral for the 'Products'. On February 15th,
      deliver 10 demo units of the Telepath wristwatch.
      On May 1, deliver 2 demo units of the Chariot. By July 1, be prepared to
      deliver up to 10,000 Telepath units per order. By August 1, be prepared to
      deliver up to 1000 Chariots per order.
	 	 
	 k)   	at all times be
      responsible for quality control of the 'Products'.
	 	 
	1)   	do all such other
      acts as are deemed necessary under the laws of the US and Canada to
      property assign and sell the exclusive distribution rights to the
      'Products' to "HORIZON".
	 	 
	m)   	provide "HORIZON" with all pertinent
      documentation, technical and as otherwise available for the
      'Products'.
	 	 
	n)   	allow "HORIZON" the use of its website for
      its sale/distribution and promotion of the 'Products'.
	 	 
	    o)   	make a demo unit of
      the 'Products' available upon request by Horizon during the month of
      January 2010 with cost paid by "HORIZON".


    

       

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "HORIZON" herewith represents and warrants
that:

    
    

     

    
      	a)   	it
      is a Public US registered Company in good standing with all applicable
      laws and rules and regulations.
	 	 
	    b)   	its
      stock is presently trading on the US Over The Counter Market with
      quotation on the OTC-Pinksheets with qualifications as a Current
      Filer,
	 	 
	c)   	it
      has the power and right to enter into this agreement
	 	 
	    d)   	it
      has the capability and ability to raise the funds as given in paragraph 1.
      above.
	 	 
	   e)   	it has the structure
      and knowhow necessary for distribution of the 'Products' in
    Canada.
	 	 
	 f)   	there are no claims
      or litigations pending against the "HORIZON" or its assets which could
      hinder the sale and distribution of the 'Products' in
  Canada.


    

       

    "HORIZON" shall:

     

    
      	g)   	at
      its best effort distribute and sell the 'Products', but always within the
      standards as set out
      by "EXMOVERE".
	 	 
	h)   	adhere to the
      pricing guidelines as instructed by "EXMOVERE" from time to
time.
	 	 
	i)   	only put out press
      releases related to "EXMOVERE" and
      its products upon approval by "EXMOVERE".
	 	 
	j)   	must spend a total
      of (three hundred thousand) $300,000 for marketing on the 'Chariot'
      Product, of which (two hundred fifty thousand) $250,000 must be spent on
      television advertising during the year 2010 and Increasing
      to (three hundred
      fifty thousand) $350,000 in the year 2011 and every succeeding year for
      the term of the license, of which at least (two hundred fifty thousand)
      $250,000 must be spent on television  advertising.
      
	 	 
	k)   	in addition spend
      (three) 3% of its gross revenue on television advertising per year until
      the end of the term of this agreement; provided however, that "EXMOVERE" shall match the (three) 3%
      amount on television
      advertising in Canada until the end of the term of this
      Agreement.
	    	 
	I)   	have at least one
      Show-Room in a major urban center with a minimum of (5) five demonstration
      Chariot for the term of this Agreement.
	 	 
	m)   	with regards to the
      'Chariot' meet a target of (one million) $1,000,000 of gross sales by
      December 2011, and thereafter a minimum of two million dollars
      ($2,000,000) per year in gross sales or inventory purchases for the
      remaining term of this agreement.
	 	 
	n)   	with regards to the
      'Telepath' meet a target of two million dollars ($2,000,000) in gross
      sales on/or before December 2011, and thereafter maintain a minimum of two
      million dollars ($2,000,000) in gross sales or inventory purchases per
      year for the remaining term of this
Agreement.


    

       

      2.  
Each party to this Agreement agrees to do all such other actions and execute
such other documents deemed necessary to give full effect to this
agreement.

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.   This
Agreement shall enure to the benefit and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors, associates and
assigns.

     

    4.   If,
either of the parties to this Agreement fails to complete and deliver all
requirements given within this Agreement, this Agreement shall become null and
void and neither party shall have any further obligations towards the
other 
party whatsoever, provided however, that if either party is in default of any of
the terms of this agreement, the party in default shall have sixty (60) days to
remedy such default.

    
    

     

    5.   Any
disagreement or dispute between the parties to this agreement shall be subject
to arbitration as governed under the laws of the State of Delaware.

    
    

     

    IN WITNESS WHEREOF the parties have executed
this Agreement as of the day and year first written above.

     

    
      
        	For:   "HORIZON"  	HORIZON
      HEALTH INTERNATIONAL CORP,	 
	 	 	 	 
	
                Date

              	
                 

              		 
	 	 	Jeff
      Hoogveld, Secretary and Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	For:   "EXMOVERE"	 	EXMOVERE
      Holdings, Inc.	 
	 	 		 
	 	 	David
      Bychkov President and CEO	 


      

      
        
          
          

        

        
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    SCHEDULE
"A"

    


     

    "EXMOVERE" Products:


     

    The
'CHARIOT'

    The Exmovere "Chariot" is a mobility device that can be implemented by
people suffering from mobility problems. The Chariot has several competitive
advantages. It is the only, truly hands free, self-balancing vehicle. It also
serves as a unique platform for integrating vital sign, emotion monitoring and
environmental sensors for hospitals, military and hazardous materials workers,
it is a new wearable device that will help people with physical challenges as
well as dome professionals to get around.

     

    Further
information at: http://www.exmoverexom/mobility.html

    


    The
'TELEPATH'

    'The Biosensor Wristwatch' (The
Telepath)

    The
company controls the world's first and only Zigbee biosensor wristwatch that
uses infrared sensors to detect heart rate without a chest strap, 3-d
accelerometers to model human movement, and a variety of metallic sensors to
detect skin temperature and skin conductance. The wristwatch, now called the
Telepath, transmits these data via computer or cell phone to online data
centers, care givers and/or emergency services.

     

    Further
information at: http://www.exmovere. com/healthcare.
html

     

    
      
        
        

      

      
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