<PAGE>
EXHIBIT 10.11
ACKNOWLEDGEMENT AND AGREEMENT
BETWEEN
THEHEALTHCHANNEL.COM, INC.
AND
SWARTZ EQUITY PARTNERS, LLC
<PAGE>
ACKNOWLEDGEMENT AND AGREEMENT
With respect to the Investment Agreement entered into as of August 15,
2000, by and among thehealthchannel.com, a corporation duly incorporated and
existing under the laws of the State of Delaware (the "Company") and Swartz
Private Equity, LLC (hereinafter referred to as "Swartz"), the Company hereby
agrees and acknowledges the following:
The Company acknowledges that the Investor may sell the Put Shares any
time, and from time to time, after the Put Date for such shares, and
that such sales may occur during a Pricing Period or Pricing Periods and
may have the effect of reducing the Purchase Price.
Furthermore, the Company agrees to present the proposed final
registration statement to be filed pursuant to the terms of the Registration
Rights Agreement entered into in conjunction with the Investment Agreement to
Swartz for its review at least five (5) business days prior to the proposed
filing date, and to obtain Swartz's final comments to the registration statement
before filing it with the SEC.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of this 15th day of August, 2000.
THEHEALTHCHANNEL.COM
By: /s/ Donald Shea
----------------------------
Donald Shea, CEO
Address: 260 Newport Center Drive, Suite 250
Newport Beach, CA 92660
Telephone: (949) 631-8317
Facsimile: (949) 719-6055
SWARTZ PRIVATE EQUITY, LLC
By: /s/ Eric S. Swartz
-----------------------------
Eric S. Swartz, Manager
Address: 1080 Holcomb Bridge Road
Bldg. 200, Suite 285
Roswell, GA 30076
Telephone: (770) 640-8130
Facsimile: (770) 640-7150
