X0202 4 2006-11-17 0 0001017813 CAREGUIDE INC CGDE 0001351553 HICKORY VENTURE CAPITAL CORP 301 W. WASHINGTON STREET, NW SUITE 301 HUNTSVILLE AL 35801 0 0 1 0 Warrant to Purchase Common Stock 0.0032 2006-11-17 4 J 0 70129 0.00 A 2006-11-17 2014-11-17 Common Stock 70131 280518 I By fund through escrow Shares are beneficially owned by Hickory Venture Capital Corporation. Represents shares held in escrow for the benefit of former stockholders of CCS Consolidated, Inc. whose shares were converted into shares of the Issuer as a result of a merger between CCS Consolidated, Inc. and the Issuer. The Reporting Person previously reported the ownership of 577,652 shares of the Issuer's common stock on a Form 3 filed on February 6, 2006, which represented the minimum number of shares issuable to Hickory Venture Capital Corporation upon termination of the escrow arrangement and liquidation of the escrow account as of such date. Hickory Venture Capital Corporation holds a warrant which entitles it to purchase additional shares currently held in the escrow account, subject to the terms thereof. On each of February 17, 2006, May 17, 2006 and August 17, 2006, the warrant became exercisable for an additional number of shares, and on each of February 22, 2006, May 18, 2006 and August 18, 2006, the Reporting Person filed a Form 4 reporting the acquisition of an additional 70,129 shares of the Issuer's common stock underlying such warrant. On November 17, 2006, the warrant became exercisable for an additional number of shares, such that the warrant is now exercisable for the maximum number of shares underlying the warrant. The shares reported herein represent an increase in the minimum number of shares issuable to Hickory Venture Capital Corporation upon exercise of the warrant in full and termination of the escrow agreement. /s/ J. Thomas Noojin, President 2006-11-17