X0203 3 2009-01-28 0 0001017813 CAREGUIDE INC CGDE 0001455643 Psilos/CareGuide Investment, L.P. 140 BROADWAY, 51ST FLOOR NEW YORK NY 10005 0 0 0 1 Member of 13(d) group own >10% Series A Preferred Stock 0.12 Common Stock 12500000 D Warrant (right to buy) 0.08 2008-08-31 2012-01-01 Common Stock 333333 D The Series A Preferred Stock is convertible into shares of the issuer's common stock at any time at the holder's election and has no expiration date. The Series A Preferred Stock is also automatically convertible into shares of the issuer's common stock upon the election of at least two thirds of the holders of the Series A Preferred Stock or upon the consummation of certain transactions involving the issuer. The shares of Series A Preferred Stock are initially convertible into shares of the issuer's common stock on a 5-for-1 basis. /s/ Brian F. Leaf, attorney-in-fact 2009-02-09