X0303 4 2008-08-28 0 0001017813 CAREGUIDE INC CGDE 0000897464 PAPPAJOHN JOHN C/O CAREGUIDE, INC. 4401 N.W. 124TH AVENUE CORAL SPRINGS FL 33065 1 0 1 0 Warrant (right to buy) 0.08 2008-08-28 4 A 0 333334 0.00 A 2008-08-31 2012-01-01 Common Stock 333334 333334 D Warrant (right to buy) 0.1438 2008-09-01 4 A 0 20278 0.00 A 2008-09-01 2012-10-01 Common Stock 20278 20278 D Of the shares issuable upon exercise of the warrant, one-half were vested on August 31, 2008, with the remainder vesting in four equal monthly installments through December 31, 2008. The warrants were issued to the reporting person in consideration for his commitment to fund the operations of the Issuer through January 1, 2009. The warrants were issued to the reporting person in consideration for his guarantee of the Issuer's obligations under a debt facility. /S/ Brian F. Leaf, attorney-in-fact 2008-09-02