Exhibit 10.24


 


[CCA LETTERHEAD]


October 20, 2005


StorCOMM, Inc.


7 Corporate Plaza,


8649 Baypine Rd.


Jacksonville, FL 32256


 


Re:                               Issuance of Options
Post-Merger


Dear Gentlemen:


You and we are parties to that certain Agreement and
Plan of Reorganization, dated as of August 16, 2005 (the “Merger Agreement”)
pursuant to which Xymed.com, Inc., a wholly owned subsidiary of Creative
Computer Applications, Inc. (“CCA”), will merge with and into StorCOMM,
Inc. (“StorCOMM”), with StorCOMM being the surviving entity (the ”Merger”).  This letter (this “Letter”) hereby
confirms our understanding regarding CCA’s obligation to issue options to
purchase shares of CCA’s common stock (“CCA Options”) immediately
following the Merger.


CCA hereby agrees that, within thirty (30) days
following the Merger, CCA will (i) issue 91,980 CCA Options in the amounts and
to those individuals listed on Exhibit A hereto; and (ii) to the extent
that any options to purchase StorCOMM common stock are voluntarily cancelled
pursuant to a Consent and Election to Cancel Stock Options of StorCOMM, Inc., a
form of which is attached hereto as Exhibit B, by the holder of such
options (“Cancelled StorCOMM Options”) in consideration for the receipt
of CCA Options following the Merger, CCA shall issue to each such holder the
number of CCA Options that such holder would have received had such holder
exchanged his or her Cancelled StorCOMM Options for CCA Options in the Merger
pursuant to Section 1.7(a)(i) of the of the Merger Agreement.  The CCA Options required to be issued by this
Letter shall (y) have an exercise price based on the fair market value of CCA’s
common stock on the date of grant as listed on the American Stock Exchange and
(z) vest over a period of two year from the date of grant, with 25% of each
such CCA Option vesting 6 months after the date of grant, and thereafter the
remainder vesting in equal quarterly installments.  The remaining terms of the CCA Options shall
be determined by CCA in its sole discretion. 
Notwithstanding anything else contained herein, (a) CCA shall have no
obligation to issue any CCA Options under this Letter unless and until StorCOMM
receives stockholder approval meeting the requirements of Internal Revenue Code
of 1986, as amended, Section 280G(b)(5)(B) for the transactions contemplated
hereby in a form satisfactory to CCA and CCA receives a certificate from
StorCOMM’s secretary certifying that such approval was obtained, and (ii) CCA
shall have no obligation to issue any CCA Options under this Letter to any
person that is not an employee of StorCOMM at the time of the grant of such CCA
Options.


 





















 


This Letter shall terminate and be of no further
force and effect upon the termination of the Merger Agreement.


Please acknowledge your agreement to the provisions
of this Letter by signing below.


	
   

  	
  Sincerely,

   

  Creative Computer
  Applications, Inc.

   

   

  
	
   

  	
  By:  /s/ Steven M. Besbeck

  
	
   

  	
  Name:  Steven M. Besbeck

  
	
   

  	
  Title:  Chief Executive Officer

  
	
   

  	
   

  
	
  Agreed and Accepted:

   

  StorCOMM, Inc.

   

  	
   

  
	
   

  	
   

  
	
  By:  /s/ Samuel G. Elliott

  	
   

  
	
  Name:  Samuel G. Elliott

  	
   

  
	
  Title:    Chief Executive Officer

  	
   

  



 


 


2





















 


EXHIBIT
A


Stock
Option Plan Worksheet


 


[Omitted]


 


3





















 


EXHIBIT
B


 


FORM OF


CONSENT
AND ELECTION TO CANCEL


STOCK
OPTIONS OF STORCOMM, INC.


 


See
attached.


 


[Omitted]