PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated to be effective as of
August 1, 1997, is among John E. Anderson, an individual ("Seller"), and
Healthcare Innovations, LLC, an Arkansas limited liability company
("Purchaser"),
W I T N E S S E T H :
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, all of
the outstanding shares of common stock (the "Shares") of Sandy Home Health,
Inc., a Utah corporation ("SHH");
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, and on the terms and subject to the conditions
herein set forth, the parties hereto hereby agree as follows:
ARTICLE I
Purchase and Sale
Section 1.1. Purchase and Sale of Shares. Subject to and upon the terms and
conditions contained herein, at the Closing (as defined below), Seller shall
sell, transfer, assign, convey and deliver to Purchaser, free and clear of all
security interests, liens, claims and encumbrances of every kind, and Purchaser
shall purchase, accept and acquire from Seller, the Shares.
Section 1.2. Purchase Price. The total purchase price for the Shares, in
the aggregate, shall be $50,000, payable in cash in full on the date hereof (the
"Purchase Price").
ARTICLE II
Representations and Warranties of Seller
Except as set forth on Schedule II, Seller represents and warrants that the
following are true and correct as of the date hereof:
Section 2.1. Organization and Good Standing; Qualification. SHH is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation, with all requisite corporate power and authority
to carry on the business in which it is engaged, to own the properties it owns,
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. SHH is duly qualified to do business as a foreign
corporation in
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each jurisdiction where it is required to be so qualified, except where failure
to be so qualified will not have a material adverse effect on SHH.
Section 2.2. Shares. There are currently 1,000,000 Shares issued and
outstanding. Seller owns, beneficially and of record, good and marketable title
to the Shares, which constitutes all of the issued and outstanding capital stock
of SHH, free and clear of all security interests, liens, adverse claims,
encumbrances, equities, proxies, options or shareholders' agreements. At the
Closing, Seller will convey to Purchaser good and marketable title to all of the
issued and outstanding capital stock of the Corporation, free and clear of any
security interests, liens, adverse claims, encumbrances, equities, proxies,
options, shareholders' agreements or restrictions.
Section 2.3. Capitalization. The authorized capital stock of SHH consists
of (i) 20,000,000 shares of common stock, par value $.001 per share, of which
1,000,000 shares are issued and outstanding, and (ii) 5,000,000 shares of
preferred stock, par value $.001 per share, of which no shares are issued and
outstanding, and no shares of such capital stock are held in the treasury of
SHH. All of issued and outstanding shares of capital stock of SHH are duly
authorized, validly issued, fully paid and nonassessable. There exist no
options, warrants, subscriptions or other rights to purchase, or securities
convertible into or exchangeable for, the capital stock of SHH. Neither Seller
nor SHH are parties to or bound by, nor do they have any knowledge of, any
agreement, instrument, arrangement, contract, obligation, commitment or
understanding of any character, whether written or oral, express or implied,
relating to the sale, assignment, encumbrance, conveyance, transfer or delivery
of any capital stock of SHH. No shares of capital stock of SHH have been issued
or disposed of in violation of the preemptive rights of any of SHH's
shareholders. All accrued dividends on the capital stock of SHH whether or not
declared, have been paid in full.
Section 2.4. Authorization and Validity. This Agreement and each other
agreement contemplated hereby have been duly executed and delivered by Seller,
and constitute legal, valid and binding obligations of Seller, enforceable
against Seller in accordance with their respective terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies. The sale
of the Shares to Purchaser will not impair the ability or authority of SHH to
carry on its business as now conducted in any respect.
Section 2.5. No Violation. Neither the execution, delivery or performance
of this Agreement or the other agreements contemplated hereby nor the
consummation of the transactions contemplated hereby or thereby will (i)
conflict with, or result in a violation or breach of the terms, conditions or
provisions of, or constitute a default under, the charter documents of SHH or
any agreement, contract, indenture or other instrument under which Seller or SHH
is bound or to which any of SHH's Assets are subject, or result in the creation
or imposition of any security interest, lien, charge or encumbrance upon any of
SHH's Assets or (ii) violate or conflict with any judgment, decree, order,
statute, rule or regulation of any court or any public, governmental or
regulatory agency or body having jurisdiction over SHH's Assets.
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Section 2.6. Consents. No consent, authorization, approval, permit or
license of, or filing with, any governmental or public body or authority, any
lender or lessor or any other person or entity is required to authorize, or is
required in connection with, the execution, delivery and performance of this
Agreement or the agreements contemplated hereby on the part of Seller or SHH.
Section 2.7. Taxes.
(a) Filing of Tax Returns. SHH has duly and timely filed with the
appropriate governmental agencies all income, excise, corporate, franchise,
property, sales, use, payroll, tax returns (including information returns) and
reports required to be filed by the United States or any state or any political
subdivision thereof or any foreign jurisdiction. To the best knowledge of
Seller, all such tax returns or reports are complete and accurate and properly
reflect the taxes of SHH for the periods covered thereby.
(b) Payment of Taxes. SHH has paid or accrued all taxes, penalties and
interest that have become due with respect to any returns that it has filed and
any assessments of which it is aware. SHH is not delinquent in the payment of
any tax, assessment or governmental charge.
Section 2.8. Compliance with Laws. SHH has complied with all laws,
regulations and licensing requirements and has filed with the proper authorities
all necessary statements and reports. There are no existing violations by SHH of
any federal, state or local law or regulation that could affect the property or
business of SHH. To the best knowledge of Seller, SHH has, and following the
Closing will continue to have, all permits necessary for the conduct of its
business.
Section 2.9. Litigation. There are no legal actions or administrative
proceedings or investigations instituted, or to the best knowledge of Seller
threatened, against or adversely affecting, or that could adversely affect, SHH,
any of its assets, or the business of SHH.
Section 2.10. Accounts Receivable. Schedule II sets forth the accounts
receivable of SHH for services performed as of June 30, 1997 and the payments
and rights to receive payments related thereto, which is a complete and accurate
listing of all accounts receivable of SHH as of the date hereof. All such
accounts receivable have arisen from bona fide transactions in the ordinary
course of business and represent payments due from patients who have received
services from SHH or third party payors. Seller makes no representation and
warranty with respect to the collectability of such accounts receivable.
Section 2.11. Assets. SHH owns good and marketable title to all of its
assets, free and clear of all security interests, liens, claims and
encumbrances, except for liens granted with respect to equipment leases.
Section 2.12. Financial Statements. Seller has furnished to Purchaser the
unaudited balance sheet and related unaudited statements of income, retained
earnings and cash flows for the twelve-month period ended June 30, 1997,
(collectively, the "Financial Statements"). To the best
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knowledge of Seller, the Financial Statements are true, correct and complete in
all material respects, are in accordance with the books and records of SHH,
fairly present the financial condition and results of operations of SHH as of
the dates and for the periods indicated and have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis with
prior periods, to the extent applicable to financial statements compiled and
prepared without audit. Between June 30, 1997, and July 31, 1997, no events have
occurred which would result in material adverse changes to the Financial
Statements or the liabilities listed on Schedule 6.2.
Section 2.13. Liabilities and Obligations. The Financial Statements and
Schedule 6.2 reflect all liabilities of SHH, accrued, contingent or otherwise
(known or unknown and asserted or unasserted), arising out of transactions
effected or events occurring on or prior to the date hereof. All reserves shown
in the Financial Statements are appropriate, reasonable and sufficient to
provide for losses thereby contemplated. Except as set forth in the Financial
Statements and Schedule 6.2, SHH is not liable upon or with respect to, or
obligated in any other way to provide funds in respect of or to guarantee or
assume in any manner, any debt, obligation or dividend of any person,
corporation, association, partnership, joint venture, trust or other entity, and
neither SHH nor Seller knows of any basis for the assertion of any other claims
or liabilities of any nature or in any amount.
Section 2.14. Employee Matters.
(a) Cash Compensation. Schedule II contains a complete and accurate
list of the names, titles and cash compensation, including without limitation
wages, salaries, bonuses (discretionary and formula) and other cash compensation
(the "Cash Compensation") of all employees of SHH.
(b) Compensation Plans. Schedule II contains a complete and accurate
list of all employment agreements, compensation plans, arrangements or practices
(the "Compensation Plans") with respect to SHH.
Section 2.15. Employee Benefit Plans.
(a) Identification. Schedule II contains a complete and accurate list
of all employee benefit plans (the "Employee Benefit Plans") (within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) sponsored by SHH or to which SHH contributes on behalf of its
employees and all Employee Benefit Plans previously sponsored or contributed to
on behalf of its employees within the three years preceding the date hereof.
(b) Administration. Each Employee Benefit Plan has been administered and
maintained in compliance with all laws, rules and regulations.
(c) Examinations. No Employee Benefit Plan is currently the subject of an
audit, investigation, enforcement action or other similar proceeding conducted
by any state or federal agency.
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ARTICLE III
Representations and Warranties of Purchaser
Section 3.1. Organization and Good Standing. Purchaser is a limited
liability company duly organized, validly existing and in good standing under
the laws of the state of its formation, with all requisite power and authority
to carry on the business in which it is engaged, to own the properties it owns,
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
Section 3.2. Authorization and Validity. The execution, delivery and
performance by Purchaser of this Agreement and the other agreements contemplated
hereby, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by Purchaser. This Agreement and each other
agreement contemplated hereby have been duly executed and delivered by Purchaser
and constitute or will constitute legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
Section 3.3. No Violation. Neither the execution, delivery or performance
of this Agreement or the other agreements contemplated hereby nor the
consummation of the transactions contemplated hereby or thereby will (i)
conflict with, or result in a violation or breach of the terms, conditions and
provisions of, or constitute a default under, the Articles of Organization or
Operating Agreement of Purchaser or any agreement, indenture or other instrument
under which Purchaser is bound or (ii) violate or conflict with any judgment,
decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body having jurisdiction over Purchaser or
the properties or assets of Purchaser.
ARTICLE IV
Closing Deliveries
Section 4.1. Deliveries of Seller. The closing of the transactions
contemplated herein (the "Closing") shall take place simultaneously with
execution of this Agreement. Seller is hereby delivering to Purchaser a
certificate representing the Shares.
Section 4.2. Deliveries of Purchaser. Purchaser is hereby delivering funds
representing the Purchase Price to Seller.
Section 4.3. Release. Purchaser is hereby delivering to Seller a release of
Seller as guarantor of all indebtedness of SHH to MB Software Corporation, a
member of Purchaser.
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ARTICLE V
Post Closing Matters
Section 5.1. Further Instruments of Transfer; Further Payments. Following
the Closing, at the request of any party, the parties shall deliver any further
instruments of transfer and take all reasonable action as may be necessary or
appropriate to vest in Purchaser good and marketable title to the Shares to
Purchaser. To the extent that Seller receives payment on any account receivable
of SHH, Seller shall promptly forward such payment to Purchaser at the address
set forth below.
Section 5.2. Agreement to Make Loan Payoff. Purchaser agrees to pay in full
the indebtedness of SHH to Zions as listed on Schedule 6.2, together with any
and all interest accrued thereon, on or before June 30, 1998 or earlier on the
due date of such indebtedness, if Zions will not agree to the extension of such
indebtedness without the personal guarantee of Seller. Such loan represents a
line of credit with Zions, which shall not be drawn beyond the present
outstanding principal amount of $40,000. Purchaser agrees to pay or cause SHH to
pay in full the indebtedness of SHH to Seller, as listed on Schedule 6.2,
together with any and all interest accrued thereon, on or before December 31,
1997, and Seller agrees to such modification of SHH's indebtedness to Seller.
ARTICLE VI
Remedies
Section 6.1. Indemnification by Seller. Subject to the terms and conditions
of this Article, Seller, agrees to indemnify, defend and hold Purchaser and its
directors, officers, agents, attorneys and affiliates harmless from and against
all losses, claims, obligations, demands, assessments, penalties, liabilities,
costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted
against or incurred by such indemnitees by reason of or resulting from:
(a) a breach of any representation, warranty or covenant of Seller
contained herein, or in any exhibit, schedule, or certificate delivered
hereunder, or in any agreement executed in connection with the transactions
contemplated hereby; or
(b) any failure to comply with any applicable bulk transfer laws.
Subject to the terms and conditions of this Article, Seller shall
indemnify, defend and hold Purchaser and its directors, officers, agents,
attorneys and affiliates harmless from and against all Damages in excess of
$40,000 asserted against or incurred by such indemnitees by reason of or
resulting from any claim by Medicare or other payor for repayment with respect
to past mispayments or misrepresentations based on reports filed through the
date hereof; regardless of whether such claim is in the form of an offset
against current payments or otherwise.
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Notwithstanding the foregoing, (i) Seller shall have no obligation to
Purchaser pursuant to this Section until Purchaser's claims for Damages exceeds,
in the aggregate, $10,000, at which time Purchaser shall be entitled to
indemnification for only those Damages that are in excess of $10,000; (ii)
Seller's obligations pursuant to this Section resulting from any breach of a
representation, warranty or covenant of Seller contained in Sections 2.12 and
2.13 shall not exceed $200,000, in the aggregate, and notice of any claim for
indemnification for Damages resulting from such breach must be delivered to
Seller within one year following the date hereof; (iii) Seller must be notified
of any claim for indemnification against Seller under this Section (other than
for breach of a representation, warranty or covenant of Seller contained in
Section 2.12 or Section 2.13) within two years following the date hereof; and
(iv) Seller may, at his sole option, elect to defer any indemnification
obligation arising prior to September 1, 1998 until September 2, 1998, by giving
Purchaser notice of such election in writing.
Section 6.2. Indemnification by Purchaser. Subject to the terms and
conditions of this Article, Purchaser hereby agrees to indemnify, defend and
hold Seller and his affiliates harmless from and against all Damages asserted
against or incurred by any of such indemnitees by reason of or resulting from a
breach by Purchaser of any representation, warranty or covenant of Purchaser
contained herein or in any exhibit, schedule or certificate delivered hereunder,
or in any agreement executed in connection with the transactions contemplated
hereby and with respect to any liabilities of SHH listed on Schedule 6.2,
Purchaser shall indemnify, defend and hold Seller and his affiliates from and
against all Damages asserted against or incurred by Seller and his affiliates by
reason of or resulting from a failure of SHH to pay any of the liabilities
listed on Schedule 6.2.
Section 6.3. Conditions of Indemnification. The respective obligations and
liabilities of Seller and Purchaser (the "indemnifying party") to the other (the
"party to be indemnified") under Sections 6.1 and 6.2 with respect to claims
resulting from the assertion of liability by third parties shall be subject to
the following terms and conditions:
(a) Within 20 days (or such earlier time as might be required to avoid
prejudicing the indemnifying party's position) after receipt of notice of
commencement of any action evidenced by service of process or other legal
pleading, the party to be indemnified shall give the indemnifying party written
notice thereof together with a copy of such claim, process or other legal
pleading, and the indemnifying party shall have the right to undertake the
defense thereof by representatives of its own choosing and at its own expense;
provided that the party to be indemnified may participate in the defense with
counsel of its own choice, the fees and expenses of which counsel shall be paid
by the party to be indemnified unless (i) the indemnifying party has agreed to
pay such fees and expenses, (ii) the indemnifying party has failed to assume the
defense of such action or (iii) the named parties to any such action (including
any impleaded parties) include both the indemnifying party and the party to be
indemnified and the party to be indemnified has been advised by counsel that
there may be one or more legal defenses available to it that are different from
or additional to those available to the indemnifying party (in which case, if
the party to be indemnified informs the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such
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action on behalf of the party to be indemnified, it being understood, however,
that the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for the party to be indemnified, which firm shall be designated in writing
by the party to be indemnified).
(b) In the event that the indemnifying party, by the 30th day after
receipt of notice of any such claim (or, if earlier, by the 10th day preceding
the day on which an answer or other pleading must be served in order to prevent
judgment by default in favor of the person asserting such claim), does not elect
to defend against such claim, the party to be indemnified will (upon further
notice to the indemnifying party) have the right to undertake the defense,
compromise or settlement of such claim on behalf of and for the account and risk
of the indemnifying party and at the indemnifying party's expense, subject to
the right of the indemnifying party to assume the defense of such claims at any
time prior to settlement, compromise or final determination thereof.
(c) Notwithstanding the foregoing, the indemnifying party shall not
settle any claim without the consent of the party to be indemnified unless such
settlement involves only the payment of money and the claimant provides to the
party to be indemnified a release from all liability in respect of such claim.
If the settlement of the claim involves more than the payment of money, the
indemnifying party shall not settle the claim without the prior consent of the
party to be indemnified.
(d) The party to be indemnified and the indemnifying party will each
cooperate with all
reasonable requests of the other.
Section 6.4. Waiver. No waiver by any party of any default or breach by
another party of any representation, warranty, covenant or condition contained
in this Agreement, any exhibit or any document, instrument or certificate
contemplated hereby shall be deemed to be a waiver of any subsequent default or
breach by such party of the same or any other representation, warranty, covenant
or condition. No act, delay, omission or course of dealing on the part of any
party in exercising any right, power or remedy under this Agreement or at law or
in equity shall operate as a waiver thereof or otherwise prejudice any of such
party's rights, powers and remedies. All remedies, whether at law or in equity,
shall be cumulative and the election of any one or more shall not constitute a
waiver of the right to pursue other available remedies.
Section 6.5. Remedies Not Exclusive. The remedies provided in this Article
shall not be exclusive of any other rights or remedies available to one party
against the other, either at law or in equity.
Section 6.6. Costs, Expenses and Legal Fees. Each party hereto shall bear
its own costs and expenses (including attorneys' fees), except that each party
hereto agrees to pay the costs and expenses (including reasonable attorneys'
fees and expenses) incurred by the other parties in successfully (i) enforcing
any of the terms of this Agreement or (ii) proving that another party breached
any of the terms of this Agreement.
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ARTICLE VII
Miscellaneous
Section 7.1. Amendment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all the parties
hereto.
Section 7.2. Assignment. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto, except by Purchaser
to an affiliate of Purchaser.
Section 7.3. Parties In Interest; No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Neither this
Agreement nor any other agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.
Section 7.4. Entire Agreement. This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof, and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.
Section 7.5. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in its terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
Section 7.6. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants contained herein shall survive the
Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of Seller or Purchaser pursuant to this
Agreement shall be deemed to have been representations and warranties by Seller
or Purchaser, as the case may be, and, notwithstanding any provision in this
Agreement to the contrary, shall survive the Closing for a period of two years.
Section 7.7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
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AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES
GOVERNING CONFLICTS OF LAWS) OF THE STATE OF UTAH.
Section 7.8. Captions. The captions in this Agreement are for convenience
of reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
Section 7.9. Gender and Number. When the context requires, the gender of
all words used herein shall include the masculine, feminine and neuter and the
number of all words shall include the singular and plural.
Section 7.10. Reference to Agreement. Use of the words "herein", "hereof",
"hereto" and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article, Section or provision of
this Agreement, unless otherwise noted.
Section 7.11. Notice. Any notice or communication hereunder or in any
agreement entered into in connection with the transactions contemplated hereby
must be in writing and given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering the same in person.
Such notice shall be deemed received on the date on which it is hand-delivered
or on the third business day following the date on which it is so mailed. For
purposes of notice, the addresses of the parties shall be:
If to Purchaser:
c/o Healthcare Innovations, LLC
2225 E. Randol Mill Rd.
Suite 305
Arlington, Texas 76011
Attention: Scott Haire
with a copy to:
Brad L. Whitlock
Jackson Walker L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
If to Seller:
John E. Anderson
1310 Casper Circle
St. George, Utah 84790
Any party may change its address for notice by written notice given to the other
parties in accordance with this Section.
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Section 7.12. Service of Process. Service of any and all process that may
be served on any party hereto in any suit, action or proceeding arising out of
this Agreement may be made in the manner and to the address set forth in Section
7.11 and service thus made shall be taken and held to be valid personal service
upon such party by any party hereto on whose behalf such service is made.
Section 7.13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
Section 7.14. Attorneys Fees. Each party shall bear its own attorneys' fees
incurred in connection with this transaction; provided that in the event of a
dispute regarding any breach of the terms hereof, the prevailing party shall be
entitled to have its attorneys' fees paid by the non-prevailing party.
HEALTHCARE INNOVATIONS, LLC
By: /s/ Scott A. Haire
-----------------------
Scott A. Haire,
President
/s/ John E. Anderson
-----------------------
John E. Anderson
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SCHEDULE II
a. Purchaser has received a copy of SHH's employee handbook and acknowledges
the terms set forth therein.
b. SHH is subject to a Medicare audit for the fiscal year ended June 30, 1995.
It is presently anticipated that SHH will be required to pay between
$30,000 and $40,000 for over- reimbursements for the period.
c. With respect to the Medicare audit for the fiscal year ended June 30, 1996,
it is presently anticipated that SHH will be required to pay a maximum of
$10,000 for over-reimbursements for the period.
Consents
State of Utah request for agency action to reflect change of ownership.
Accounts Receivable
See Exhibit II-A attached hereto and incorporated herein by this
reference.
Employee Matters
See Exhibit II-B attached hereto and incorporated herein by this
reference.
Employee Benefit Plans
SEP - Edward Jones & Co.
Cafeteria/Flexible Benefits Plan
ValueCare Health Insurance
Disability Insurance
Matters disclosed by vehicle leases, copy machine leases, promissory notes and
related documentation with respect to liabilities disclosed on Schedule 6.2.
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SCHEDULE 6.2
List of all Current Liabilities of SHH
Amounts are as of June 30, 1997 unless otherwise specified
Accounts Payable 128,810.72
A/P Other Agencies 149,315.50
Due Medicare 35,945.00
Wages payable 60,570.40
Accrued PTO Payable 34,061.90
FICA/Federal Withholding 21,733.08
State Withholding Payable 5,438.35
FUTA Payable 1,706.42
SUTA Payable 993.00
Pension Payable 24,424.81
Notes Payable-Zions 40,000.00
Employee Garnishments Payable 1,357.39
Employee Credit Union Payable 512.74
Employee Cafeteria Plan Payable (360.55)
Loan J. E. Anderson 36,321.98
Loan Payable-MB Software 60,000.00
Notes Payable-Long Term 17,675.84
Equipment, vehicle and office space leases per Exhibit 6.2-A attached hereto and
incorporated hereby by this reference
Accruals with respect to each of the foregoing through completion of sale of
shares to Purchaser.
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