EXHIBIT 2.1
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the "Agreement")
entered into as of February 12, 2001 is between iEXALT, Inc., a Nevada
corporation, ("Buyer") and PsyCare America LLC, a Georgia limited liability
company (the "Company").
Whereas, Buyer and Company are parties to that certain Asset Purchase Agreement
dated November 1, 2000 (the "Asset Purchase Agreement");
Whereas, Buyer and Company wish to amend and restate the Asset Purchase
Agreement to clarify certain terms;
Whereas, Buyer and Company agree that this Agreement shall be effective as of
November 1, 2000 and shall replace the Asset Purchase Agreement in its entirety;
Now, therefore, Buyer and Company agree as follows:
BACKGROUND
The Company is engaged in the business of providing Christian-based
therapy programs (the "Business").
The Company has agreed to sell the assets described below and to assign to
Buyer its rights and obligations under certain contracts.
Buyer desires to purchase such assets and to assume certain liabilities
and obligations of the Company as described below.
In consideration of the foregoing and the mutual promises contained
herein, the parties herein covenant and agree as follows:
1. PURCHASE AND SALE OF ASSETS.
1.1 CONVEYANCE OF ASSETS. At the First Closing (as defined in Section 2
below), the Company shall sell, assign, convey, deliver and transfer to Buyer
those certain assets listed on Schedule 1.1 hereto (the "Assets"), and the Buyer
shall accept and purchase the Assets from the Company, subject to the terms and
conditions set forth in this Agreement.
1.2 ASSUMPTION OF LIABILITIES. At the First Closing, Buyer shall assume
and undertake to pay, honor and discharge all liabilities and obligations of the
Company listed on Schedule 1.2 (i) to the extent they constitute valid and
legally enforceable claims against the Company (the "Assumed Liabilities"). The
assumption by Buyer of the Assumed Liabilities shall not expand the rights or
remedies of any third party against Buyer or the Company as compared to the
rights and remedies which such third party would have had against Buyer or the
Company had Buyer not assumed such liabilities.
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1.3 PURCHASE PRICE. The purchase price for the Assets shall be payable in
shares of Common Stock of Buyer as follows:
(a) at the First Closing, Buyer shall deliver to the Company 200,000
shares of Common Stock, $.001 par value, of Buyer (the "Initial
Shares"), in such denominations as the Company shall designate.
(b) at the Final Closing (as defined in Section 2 below), Buyer shall
deliver to the Company such number of shares of Common Stock, $.001
par value, of Buyer (the "Final Shares") as is equal to the Final
Valuation. The "Final Valuation" shall be equal to $200,000 per
contract or substantial value (as defined in Section 1.4 below) , not
to exceed $1,000,000 in total Such Final Valuation shall be based upon
a certification by the Company which is agreed to by Buyer that such
contracts have been assigned or value received by Buyer, within 180
days of the First Closing. The Final Shares shall be equal to the
Final Valuation divided by the average closing price of the Common
Stock, as reported on the Over-the-Counter NASD (or such other
exchange or reporting system on which Buyer's Common Shares are
traded), for the thirty (30) trading days preceding the third business
day before the Final Closing (the "Market Price"), less the Initial
Shares. The Initial Shares and the Final Shares are collectively
referred to as the "Shares". If the market value of the Initial Shares
at the Final Closing is greater than Final Valuation amount, the
Company shall not be obligated to return any of the Initial Shares to
the Buyer.
1.4 ASSIGNED CONTRACTS. The Company agrees that, at the request of the
Buyer, it shall use reasonable efforts to obtain the consent of any third party
required for the effective and valid assignment and transfer of any Assigned
Contract (as defined in Section 4.8 below) or otherwise to cooperate to obtain
for Buyer the economic benefit of the Assigned Contract.
2. CLOSING. The closing date of the transactions provided for in this
Agreement (the "First Closing") shall be November 1, 2000, at a time and place
mutually agreeable to the parties. The Final Closing shall take place on
November 1, 2002.
3. CERTAIN COVENANTS. In consideration of their respective entry into this
Agreement, the Buyer and the Company do hereby covenant and agree as follows:
3.1. EMPLOYEES.
(a) Except for those employees listed on Schedule 3.1, Buyer is under no
duty or obligation to hire any of the current employees of the Company and Buyer
will have no obligation to any employees not listed on Schedule 3.1 for any
accrued benefits or other rights.
(b) The Buyer and the Company agree that those employees who accept an
offer of employment from the Buyer (if the Buyer extends any such offer) will
become employees of the Buyer effective at the First Closing and will cease to
be employees of the Company as of that time. The Buyer agrees to assume
liability for accrued, but unused paid days leave for such employees, as
indicated on Schedule 3.1.
(c) The Company shall be responsible for the payment of severance pay to
the employees of the Company who are not offered or do not accept employment
with Buyer to the extent same may be payable, if at all, under the current
severance policy of the Company. Buyer agrees to pay any severance payment, if
any, which may become due and payable to employees who accept employment with
Buyer.
(d) The Company shall provide the necessary notices and comply with all
other requirements regarding continuation of medical coverage under the
Consolidated Omnibus Budget Reconciliation's Act of 1985 (COBRA) with
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respect to those employees who cease to be employed by the Company as of the
First Closing.
3.2 Access to Information. Buyer agrees to provide reasonable access to
business and patient records and files transferred to Buyer pursuant to this
Agreement to the extent that such access may be required by the Company in
connection with matters relating to or affected by the operations of the Company
or the Assets prior to the First Closing.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company covenants,
represents and warrants to the Buyer as follows:
4.1. ORGANIZATION AND AUTHORITY. The Company is duly organized, validly
existing and in good standing under the laws of Georgia, and has all requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement and all other agreements
executed and delivered to the Buyer in connection herewith have been duly
executed and delivered by the Company, have been effectively authorized by all
necessary action, corporate or otherwise, and constitute the legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms.
4.2. NO CONFLICT OR BREACH. Except as set forth on Schedule 4.2, the
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not constitute
a breach of any of the terms or provisions of, or a default under, any
agreement, indenture or other instrument to which the Company is a party.
4.3. APPROVALS. Except as listed on Schedule 4.3, no consent, approval or
authorization prescribed by any law, rule or regulation, or by any agreement to
which the Company is a party or by which it is bound or affected, is required in
order to permit the consummation of the transactions contemplated by this
Agreement.
4.4. LITIGATION: NO LEGAL BAR. There are no proceedings pending, or to the
knowledge of the Company, threatened against the Company, including, without
limitation, any investigation, audit, lawsuit, arbitration or other legal
proceedings whatsoever except as listed in Schedule 4.4. The Company is not
prohibited by any order, writ, injunction or decree of any body of competent
jurisdiction from consummating the transactions contemplated by this Agreement,
and no action or proceeding is pending or, to the best of the Company's
knowledge, threatened against the Company which questions the validity of this
Agreement or any of the actions which the parties hereto have taken in
connection herewith or which it is contemplated they shall take in connection
herewith.
4.5. FINANCIAL STATEMENTS. The financial statements of the Company,
attached hereto as Schedule 4.5 ( the "Financial Statements") fairly present the
financial condition of the Company as of their respective dates and the results
of the operations of the Company for the periods indicated. All of the Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis.
4.6. OWNERSHIP OF THE ASSETS. The Company is the lawful owner of and has
good title to each of the Assets, and has conveyed them to Buyer free and clear
of all liens and encumbrances.
4.7. LIABILITIES. Except as disclosed in the Financial Statements or on
Schedule 4.7, the Company has no liabilities, actual or contingent, except for
liabilities that have arisen in the ordinary course of the Company's Business
from and after the date of the most recent Financial Statements.
4.8. ASSIGNED CONTRACTS. The Company has not breached any material
provision of any Assigned Contract, and, to the knowledge of the Company, no
third party has breached any material provision of any Assigned Contract. Except
as disclosed on Schedule 4.8, to the knowledge of the Company, the consummation
of the transactions
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contemplated by this Agreement will not give any third party the right to alter
or terminate any Assigned Contract.
4.9. ACCURACY OF INFORMATION FURNISHED. The Company has not made any
material misstatement of fact or omitted to state any material fact necessary or
desirable to make complete, accurate and not misleading the representations,
warranties and agreements set forth herein, or in any exhibit of Schedule hereto
or certificate or other document furnished in connection herewith.
4.10. SECURITIES LAW COMPLIANCE.
(i) The Company has been represented by such legal and tax
counsel and others as the Company has found necessary to consult
concerning this transaction, and such representation has included an
examination of applicable documents and an analysis of tax,
financial and securities law aspects. The Company, together with
such counsel and advisors, have sufficient knowledge and experience
in business and financial matters to evaluate the information
furnished and the merits and risks of information contemplated by
this Agreement and to make an informed investment decision with
respect thereto;
(ii) Buyer has made available to the Company, its counsel and
advisors, prior to the date hereof, the opportunity to ask questions
of and to receive answers from Buyer and its representatives,
concerning the terms and conditions of the Acquisition and access to
obtain any information, documents, financial statements and records
relative to Buyer, its business and an investment in Buyer, and
necessary to verify the accuracy of any information furnished. All
materials and information requested by Buyer, its counsel and
advisors, including any information requested to verify any
information furnished to Buyer, has been made available;
(iii) The Company is receiving Buyer's Common Stock for its
own account, for investment purposes only, and not with a view to or
for the transfer, assignment, resale or distribution thereof in
whole or in part, except that Buyer's Common Stock may be
distributed to the shareholders of the Company as part of any
partial or complete liquidation of the Company or as a dividend to
the Company's members. There is no prearranged plan to dispose of
the Buyer's Common Stock. The Company understands the meaning and
legal consequences of the foregoing representations and warranties.
The Company is not an "underwriter" of the securities as that term
is defined in Section 2(11) of the Securities Act of 1933 (the "1933
Act") and the Company will not take or cause any action to be taken
that would cause the Company to be deemed an "underwriter" of the
securities;
(iv) The Company understands that the issuance of Buyer's
Common Stock to the Company has not been registered under the 1933
Act nor pursuant to the provisions of the securities or other laws
of any applicable jurisdictions. The Company further understands
that the Buyer's Common Stock cannot be sold, assigned or otherwise
disposed of until such sale, assignment or disposition is registered
or an exemption from registration is available.
5. REPRESENTATION AND WARRANTIES OF BUYER. The Buyer represents and warrants to
the Company as follows:
5.1. ORGANIZATION AND AUTHORITY.
(a) The Buyer is duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has all
requisite power and authority, corporate or otherwise, to carry
on and conduct its business, own or lease its properties and
assets and to execute, deliver and perform this Agreement, and
to consummate the transactions contemplated hereby.
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(b) This Agreement and all other agreements executed and delivered
by the Buyer in connection herewith have been duly executed and
delivered by the Buyer, have been effectively authorized by all
necessary action, and constitute legal, valid and binding
obligations of the Buyer enforceable in accordance with their
respective terms.
(c) Buyer has obtained all necessary consents, approvals,
authorizations or estoppels of any other person or governmental
or regulatory authority required to be obtained to authorize and
permit the Company to acquire the Shares. The execution and
delivery of this Agreement, and the consummation of the
transactions contemplated herein by Buyer and the performance of
the covenants and agreements herein, will not, with or without
the giving of notice or the lapse of time, or both, (i) violate
or conflict with any of the provisions of any Articles of
Incorporation or Bylaws of Buyer; (ii) violate, conflict with or
result in a breach or default under or cause termination of any
term or conditions of any material mortgage, indenture,
contract, license, permit, instrument, trust document, or other
agreement, document or instrument to which Buyer is a party or
by which Buyer or any of its properties may be bound; or (iii)
violate any law or regulation.
5.2. LITIGATION, PROCEEDINGS, NO LEGAL BAR. No litigation, proceeding or
governmental investigation or inquiry is pending or, to the best of Buyer's
knowledge, threatened against Buyer that if determined against Buyer could have
a material adverse effect on Buyer or the Shares or that seeks to delay, hinder
or prohibit any of the transactions contemplated hereby. The Buyer is not
prohibited by any order, writ, injunction or decree of any body of competent
jurisdiction from consummating the transactions contemplated by this Agreement,
and no action or proceeding is pending or, to the best of its knowledge,
threatened against Buyer which questions the validity of this Agreement or any
of the actions which the parties hereto have taken in connection herewith or
which it is contemplated they shall take in connection herewith.
5.3 ISSUANCE OF SHARES. The issuance of the Shares has been duly
authorized and, upon delivery of certificates therefor, such shares will have
been validly issued and fully paid and will be nonassessable, and free and clear
of all pledges, liens and encumbrances. The shares will be restricted shares.
The Buyer's Common Stock is the only class of capital stock of Buyer, authorized
or issued.
5.4 SEC DOCUMENTS. Buyer has timely filed with the SEC all material
required, mandated documents, and will timely file all required SEC Documents
(all such documents are collectively referred to as the "Buyer SEC Documents").
As of their respective dates, the Buyer SEC Documents complied or will comply in
all material respects with the requirements of the 1933 Act or the 1934 Act, as
the case may be, and none of the Buyer SEC Documents contained or will contain
any untrue statement of a material fact or omitted or will omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The consolidated financial statements of Buyer included or to be
included in the Buyer SEC Documents comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles (except, in the case of the unaudited statements,
as permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated therein or in the notes thereto)
and fairly present the consolidated financial position of Buyer and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and statements of cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and to any other adjustments described therein).
5.5 ACCESS TO INFORMATION. Buyer acknowledges that the Company has
provided access to Buyer, prior to the date hereof, such information, documents,
and records relative to its Business, the Assets and the Assumed Liabilities as
Buyer has requested and Buyer has been provided the opportunity to ask questions
and receive answers from the Company and its representatives.
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5.6 INSURANCE. With respect to the Assigned Contract between the Company
and Caritas Peace Hospital, as of the date hereof, Buyer has in effect insurance
policies of the type and amount as required in the contract. The professional
liability policy provides for coverage on all claims made after the First
Closing.
6. RIGHT OF FIRST REFUSAL. In the event that the Company wishes to sell all or
some of the Initial Shares prior to the Final Closing, the Company hereby grants
to Buyer a right of first refusal (the "Right of First Refusal") to purchase the
Initial Shares which the Company desires to sell. Each time the company proposes
to sell any of the Initial Shares, the Company shall give written notice (the
"Transfer Notice") to Buyer describing the number of shares proposed for
transfer (the "Offered Shares") and the proposed transfer price (the "Offered
Price"). Buyer shall have five business days from the date of the Transfer
Notice to deliver a notice to the Company stating that Buyer wishes to exercise
its Right of First Refusal with respect to all, but not less than all, the
Offered Shares. If Buyer exercises its right of first refusal, the transfer of
the Offered Shares shall take place within five (5) days by Buyer paying to the
Company the aggregate Offered Price in cash or immediately available funds. If
Buyer fails to exercise its Right of First Refusal within five days of the
Transfer Notice or if Buyer fails to pay the Offered Price within five (5) days
of exercising its Right of First Refusal, the Right of First Refusal shall
expire with respect to the Offered Shares and the Company may conclude a
transfer of the Offered Shares to any other party.
7. INDEMNIFICATION.
7.1. INDEMNIFICATION BY THE COMPANY. Provided that Buyer gives notice to
the Company of any claims for indemnification hereunder within twelve (12)
months of the First Closing, the Company hereby agrees to Indemnify and hold
harmless the Buyer from and against any and all costs, losses, liabilities,
damages, claims or expenses (including, without limitation, legal fees and
expenses incurred in defending against any such claims) incurred by the Buyer
arising out of or resulting from:
(A) ANY MATERIAL MISREPRESENTATION, BREACH OF ANY REPRESENTATION OR WARRANTY, OR
NON-FULFILLMENT OF ANY OBLIGATION OR COVENANT MADE BY THE COMPANY IN
THIS AGREEMENT, ANY SCHEDULE HERETO, OR ANY OTHER INSTRUMENT OR
DOCUMENT EXECUTED AND DELIVERED BY THE COMPANY IN CONNECTION HEREWITH;
(b) Any tax liability for events occurring prior to the First
Closing.
(c) All claims based upon acts or omissions of the Company occurring
on or prior to the First Closing and which are asserted after
the First Closing against the Buyer or any assets related to the
conduct of the Business by the Company and which were not
specifically acquired or assumed by Buyer pursuant to this
Agreement.
7.2 INDEMNIFICATION BY THE BUYER. The Buyer hereby agrees to indemnify and
hold harmless the Company from and against any and all costs, losses,
liabilities, damages, claims or expenses (including, without limitation, legal
fees and expenses incurred in defending against any such claims) incurred by the
Company and arising out of or resulting from any promise, representation,
obligation or liability of the Buyer under this Agreement, including but not
limited to Buyer's ownership, possession and use of the Assets upon and after
the First Closing or accruing under any Assumed Liability and Assigned Contract.
7.3 INDEMNIFICATION LIMIT. In no event shall an Indemnified Party be
entitled to payment in excess of the Purchase Price for any single or aggregate
claim(s) made pursuant to sections 7.1 and 7.2 above, nor shall the Indemnified
Party be entitled to payment unless the aggregate claims under this Agreement
exceed twenty-five thousand dollars ($25,000); provided however that when such
claims aggregate $25,000, the Indemnified Party shall be entitled to receive the
full amount of all such claims, not to exceed the amount of the Purchase Price.
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8. RESTRICTIVE COVENANTS. Without the prior written consent of Buyer, from and
after the First Closing, the Company agrees not to engage in any Competitive
Business anywhere within the United States of America (the "Territory") for a
period of 24 months from the date of the First Closing (the "Restrictive
Period"). As used herein, the term "Competitive Business" means the Business or
any other business activity which would compete with the Business and shall
include participation as an owner, shareholder, or partner. Furthermore, during
the Restrictive Period, the Company shall not solicit any officer or other
employee of Buyer to terminate his or her employment relationship with Buyer or
solicit any customer of Buyer to divert to any entity or person the business of
such customer.
9. MISCELLANEOUS.
9.1. NOTICE. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or one business day after having been mailed overnight
express courier delivery, addressed as follows:
IF TO THE COMPANY: PsyCare America LLC
4355 Shackleford Road
Norcross, Georgia 30093
Attn: Bonnie L. Herron
IF TO THE BUYER: iEXALT, Inc.
4301 Windfern Drive
Houston, TX 77041
Attn: Donald Sapaugh
9.2. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with the laws of the State of Georgia.
9.3. COMPLETE AGREEMENT. This Agreement, including all documents and
instruments delivered pursuant hereto, constitutes the complete agreement of the
parties hereto and shall supersede all previous and contemporaneous
negotiations, correspondence, commitments, agreements and understandings of the
parties with respect to the transactions contemplated hereby.
9.4. TAXES AND MISCELLANEOUS EXPENSES.
(a) The sales or use tax, if any, imposed in connection with the
sale of any of the Assets shall be paid by the Company.
(b) All other taxes and governmental charges including but not
limited to real property taxes, personal property taxes and motor vehicle
license fees, and payroll taxes shall be paid by the party upon whom the charge
is imposed by law as of the First Closing.
9.5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The covenants,
representations and warranties contained in this Agreement, and any certificates
or other writings delivered by any of the parties pursuant to its consummation,
shall survive the execution and delivery of this Agreement until all obligations
hereunder have been performed.
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9.6. FURTHER ASSURANCES. The Company and the Buyer covenant and agree to
provide each other reasonable cooperation and assistance and to deliver
additional documents reasonably requested by the other party to implement the
transactions contemplated in this Agreement.
9.7. AMENDMENT AND WAIVER. No amendment, waiver or modification of this
Agreement shall be effective unless it shall be in writing and signed by the
party or parties against which such amendment or waiver is to be enforced.
9.8. SCHEDULES. The Schedules attached hereto are incorporated by
reference into this Agreement and are a part hereof.
9.9. COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which shall be an original, but all of which
taken together shall constitute one and the same instrument.
9.10. ARBITRATION. Both parties agree to follow the RULES OF PROCEDURE FOR
CHRISTIAN CONCILIATION of the Institute for Christian Conciliation (a division
of Peacemaker Ministries) for any and all disputes concerning or arising out of
this Agreement. Both parties agree that the Bible commands parties to make every
effort to resolve disputes with each other in private and in obedience agree to
proceed to legally binding arbitration before a mutually agreed arbitrator. Both
parties realize that arbitration will be the exclusive remedy for potential
disputes and may not later litigate these or any other related matters in civil
court.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
iEXALT, INC. PSYCARE AMERICA LLC
By: /s/ DONALD SAPAUGH By: /s/ J. LELAND STRANGE
-------------------------------- ------------------------------
Title: CHAIRMAN/CEO Title: PRESIDENT
------------------ -------------------
Witness: /s/ CHARLES CAPERTON Witness: /s/ BONNIE HERRON
-------------------------- -----------------
Title: PRESIDENT PREMIERCARE, LLC Title: VP & SEC
-------------------------- --------------
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SCHEDULE 1.1
ASSETS
1. All right, title and interest of the Company in, to and under any and all
trademarks and tradenames used in connections with the Business, including
without limitation, the trademark "Rapha", and all goodwill associated
therewith
2. All right, title and interest of the Company in, to and under any service
marks used in connection with the Business of the Company
3. All registrations in any jurisdiction for the marks identified in parts 1
and 2 hereto.
4. All right, title and interest of the Company in the domain name, www.
Rapha-Hope.com, WWW.RAPHACARE.COM, and any other Rapha related url.
5. The website at WWW.RAPHA-HOPE.COM and related websites.
6. The toll free phone number 800-383-HOPE and all subsidiary or other
marketed toll free numbers.
7. All customer lists of the Company
8. Copies of all files related to the Assigned Contracts
9. All trade secrets, know how, confidential information and other
proprietary rights of the Company.
10. All inventory of printed material, books, videos & tapes, clinical
educational materials and admission packets which the Company has on hand
as of the First Closing.
11.
11. All of the Company's interest in any software programs and licenses used
in the Business
12. All right, title and interest of the Company in, to and under the
following Assigned Contracts:
a) License Agreement between PsyCare America, LLC, Robert McGee and Search
Resources, Inc. dated June 1, 1994 and as amended July 1, 1996.
b) Rapha Management Services Agreement with Caritas Peace Hospital dated
December 5, 1997.
c) Services and License Agreement with Willis Knighton Medical Center
dated January 15, 1999.
d) Services and License Agreement with Baptist Medical Center dated
February 15, 1999.
e) Services and License Agreement with Laureate Psychiatric Clinic and
Hospital, Inc. dated March 15, 2000.
f) Verbal agreement with Michael Weaver providing for the right to use the
Rapha program for his personal counseling practice in return for a
monthly fee.
g) Verbal agreement with Christia Britt providing for the right to use the
Rapha program for her personal counseling practice in return for a
monthly fee.
14. Outpatient Programs in Dallas, Texas to the extent that these are assumed
by Buyer
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SCHEDULE 1.2
ASSUMED LIABILITIES
1. All of the Company's obligations and duties related to the Assigned
Contracts, including the obligation to maintain in place general and
professional liability and workers compensation insurance in the amounts
required under each Assigned Contract.
2. The obligation related to Accrued Paid Days Leave for those employees
listed on Schedule 3.1
3. Any severance payments, if any, after the First Closing payable to those
employees listed on Schedule 3.1.
4. Obligations, if any, related to the License Agreement between PsyCare
America, Robert McGee and Search Resources to the extent that the contract
is assumed by Buyer.
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SCHEDULE 3.1
EMPLOYEES HIRED BY BUYER & PDL HOURS AT 10/20/00
DALLAS, TX:
Michael Schumacher 126.11 PDL hours
LOUISVILLE, KY
Melodee Marley 123.62 PDL hours
Robert Ayers (5.87) PDL hours
William Doyle 100.00 PDL hours
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SCHEDULE 4.2 NO CONFLICT OR BREACH
AND
SCHEDULE 4.3 APPROVALS
CERTAIN OF THE ASSIGNED CONTRACTS REQUIRE APPROVAL OF THE OTHER PARTY TO THE
AGREEMENT PRIOR TO ASSIGNMENT AND THE OTHER PARTIES MAY WITHHOLD APPROVAL IN
THEIR DISCRETION AND IN SOME INSTANCES MAY TERMINATE THE CONTRACTS. THE COMPANY
HAS NOT SOUGHT APPROVAL OF THE OTHER PARTIES; CONSEQUENTLY, THE ONE OR MORE OF
THE OTHER PARTIES MAY EXERCISE THEIR RIGHT TO TERMINATE THE CONTRACTS. THE
FOLLOWING CONTRACTS REQUIRE CONSENT OF THE OTHER PARTY.
o Contract with Caritas Peace Hospital
o Contact with Willis Knighton
o Contact with Baptist Medical Center
o Contract with Laureate Psychiatric Clinic
SCHEDULE 4.4 LITIGATION
None
SCHEDULE 4.5 FINANCIAL STATEMENTS
Attached hereto
SCHEDULE 4.8 ASSIGNED CONTRACTS
Refer to the information provided in Schedule 4.2 and 4.3.
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