CONTRIBUTION
AGREEMENT





This Agreement is made and entered into
effective as of December 30, 2009 (the "Effective Date"), by and
between WS Technologies LLC dba Windswept Technologies, an Oregon limited
liability company ("Company"), and microHelix,
Inc., an Oregon corporation ("Contributing
Party").





Background





A.  Contributing
Party and certain other parties have entered into an Operating Agreement (the
"Operating Agreement")
pursuant to which Company will service and collect consumer receivables
generated by hospitals on a recourse basis with respect to the hospital as a
result of the contribution by Contributing Party of 1,000,000 shares of Series D
Preferred Stock (the "Series D
Preferred Stock") of Contributing Party and warrants to purchase up to
65,100,917 shares of Class B Common Stock of Contributing Party at an
exercise price of $0.001 per share (the "Warrants") and certain assets
contributed by the other parties to the Operating Agreement, who collectively
will own all of the ownership interests in Company.





C.  Contributing
Party wishes to make the contribution of the Series D Preferred Stock and the
Warrants in return for the receipt of ownership interests of
Company.








Agreement





In consideration of the mutual promises
and covenants set forth in this Agreement, the parties agree as
follows:





1.           Contribution.  Subject
to the terms and conditions set forth in this Agreement, Contributing Party
agrees to transfer to Company at Closing (defined below) the Series D Preferred
Stock and the Warrants.




2.           Ownership
Interests.  Concurrently with Contributing Party's contribution
of the Series D Preferred Stock and the Warrants to Company at Closing, and in
exchange for the Series D Preferred Stock and the Warrants, Company will issue
to Contributing Party a 50% ownership interest in Company, which will be held by
Contributing Party pursuant to the terms of and will have all of the rights set
forth in the Operating Agreement.




3.           Closing.The
closing of the transactions contemplated by this Agreement (the "Closing") will take place at
the offices of Tonkon Torp LLP at 1600 Pioneer Tower, 888 SW Fifth Avenue,
Portland, Oregon 97204, at 10:00 a.m. Pacific Time on December 31,
2009, or at such other place or time as Company and Contributing Party mutually
agree (the "Closing
Date").




3.1         Company's Conditions to
Closing.  The obligations of Company to consummate the Closing
and otherwise effect the transactions contemplated by this Agreement are subject
to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, exclusively by
Company:





3.1.1       Representations and
Warranties.  The representations and warranties of Contributing
Party in this Agreement will be true and correct as of the Closing as if made as
of the Closing, except (i) for changes contemplated by this Agreement, and (ii)
for those representations and warranties which address matters only as of a
particular date (which will be true and correct as of such particular
date).




3.1.2       Agreements and
Covenants.  Contributing Party will have performed or complied
in all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the
Closing.




3.1.3       Certificate.  Company
will have been provided with a certificate executed by Contributing Party to the
effect that, as of the Closing the conditions set forth in Sections 3.2.1 and
3.2.2 have been
duly satisfied.




3.1.4       Transfer Documents; Other
Agreements.  At Closing, Company will have
received:




(a)      A
Subscription Agreement for the Series D Preferred Stock in the form of attached
Exhibit A
executed by Contributing Party;







(b)     A
Warrant Agreement in the form of attached Exhibit B executed by
Contributing Party;





(c)      A fully
executed Contribution Agreement between Company and Aequitas Capital Management,
Inc. in the form attached as Exhibit C;





(d)     A
fully executed Contribution Agreement between Company and CarePayment, LLC in
the form attached as Exhibit D;
and





(e)      A fully
executed Operating Agreement.





3.1.5       Suits, Actions or
Proceedings.  No suit, action, arbitration or other proceeding
will be pending before any court, arbitrator or Governmental Body which may
result in the restraint or prohibition of the consummation of the transactions
contemplated by this Agreement.




3.1.6       No Material Adverse
Change.  There will not have occurred since the date of this
Agreement any event, change, effect, occurrence or state of facts individually
or in the aggregate which has had or could have a material adverse effect on the
ability of the parties to effect the transactions under this
Agreement.




3.2         Contributing
Party's Conditions to Closing.   The obligations of
Contributing Party to consummate the Closing and otherwise effect the
transactions contemplated by this Agreement are subject to the satisfaction at
or prior to the Closing of each of the following conditions, any of which may be
waived, in writing, exclusively by Contributing Party:


2


3.2.1       Representations and
Warranties.  The representations and warranties of Company in
this Agreement will be true and correct as of the Closing as if made as of the
Closing, except (i) for changes contemplated by this Agreement, and
(ii) for those representations and warranties which address matters only as
of a particular date (which will be true and correct as of such particular
date).




3.2.2       Agreements and
Covenants.  Company will have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Closing.




3.2.3       Certificate.  Contributing
Party will have been provided with a certificate executed by Company to the
effect that, as of the Closing, the conditions set forth in Sections3.2.1 and 3.2.2 have been duly
satisfied.




3.2.4       Operating
Agreement.  At Closing, Contributing Party will have received a
fully executed Operating Agreement.




4.           Other Agreements.




4.1         Further
Assurances.  At any time or from time to time after the
Closing, at Company's request and without further consideration, Contributing
Party will execute and deliver to Company such other instruments of transfer,
conveyance, assignment, and confirmation, provide such materials and
information, and take such other actions as Company may reasonably deem
necessary in order more effectively to transfer, convey, and assign to Company,
and to confirm Company's title to, the Series D Preferred Stock and the
Warrants, and to assist Company in exercising all rights with respect thereto,
and otherwise to cause Contributing Party to fulfill its obligations under this
Agreement.




5.           Representations and Warranties of
Contributing Party.Except as is otherwise disclosed on Schedule5 to this Agreement
(the "Disclosure
Schedule") Contributing Party represents and warrants to Company
that:




5.1         Authorization.  Contributing
Party is a limited liability company duly organized and validly existing under
the laws of the state of Oregon.  Contributing Party has all requisite
organizational power and authority to enter into this Agreement and to
consummate the transactions contemplated by this
Agreement.  Contributing Party's execution and delivery of this
Agreement and consummation of the transactions contemplated by this Agreement
have been duly authorized by all requisite organizational action and
Contributing Party has duly executed and delivered this Agreement, which
constitutes the valid and binding obligation of Contributing Party, enforceable
in accordance with its terms.  Contributing Party has made available
to Company true, correct and complete copies of Contributing Party's authorizing
board and shareholder resolutions relating to the transactions contemplated by
this Agreement.




5.2         Investment.  Contributing
Party is not acquiring the ownership interest issued to it under the Operating
Agreement with a view to or for sale in connection with any further distribution
thereof within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").


3


5.3         Valid Issuance of
Securities.  The shares of Series D Preferred Stock and the
Warrants, upon issuance to Company in accordance with the terms of this
Agreement, will be duly authorized, fully paid and nonassessable.




5.4         No Conflicts.  The
execution and delivery by Contributing Party of this Agreement do not, and the
performance by Contributing Party of its obligations under this Agreement and
the consummation of the transactions contemplated hereby and thereby will
not:




5.4.1       conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Amended and Restated Articles of Incorporation, as amended, or
Bylaws of Contributing Party; provided, however, that Company expressly
acknowledges that Contributing Party does not currently have sufficient
authorized shares of common stock to allow for the exercise of all of the
Warrants;




5.4.2       conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation or order applicable to Contributing Party,
or conflict with or result in a violation or breach of any term or provision of
any judgment, injunction, decree, ruling or other charge applicable to
Contributing Party; or




5.4.3       with
respect to any contract to which Contributing Party is a
party:  conflict with or result in a violation or breach of such
contract, constitute (with or without notice or lapse of time or both) a default
under such contract, require Contributing Party to obtain any consent, or
approval, or give any notice to or make any filing with any person or
entity.




5.5         Litigation.  There
are no pending or threatened, claims, litigation, investigation, tax audit or
proceedings of any nature against Contributing Party or to which Contributing
Party is a party which could in any way impair Contributing Party's ability to
fully perform its obligations under this Agreement.




5.6         Disclosures.  No
representation or warranty or other statement made by Contributing Party in this
Agreement, the Disclosure Schedule and any other documents or certificates
delivered in connection with this Agreement contains any untrue statement or
omits to state a material fact necessary to make any of them, in light of the
circumstances in which it was made, not misleading.




6.           Representations and Warranties of
Company.  Company represents and warrants to Contributing Party
as follows:




6.1         Authorization.  Company
is a limited liability company duly organized and validly existing under the
laws of the State of Oregon.  Company has all requisite limited
liability company power and authority to enter into this Agreement and to
consummate the transactions contemplated in this Agreement.  Company's
execution and delivery of this Agreement and consummation of the transactions
contemplated by this Agreement have been duly authorized by all requisite
organizational action.  This Agreement has been duly executed and
delivered by Company and constitutes the valid and binding obligation of Company
enforceable in accordance with its terms.


4


6.2         No Conflicts.  The
execution and delivery by Company of this Agreement do not, and the performance
by Company of its obligations hereunder and thereunder and the consummation of
the transactions contemplated hereby and thereby will not:




6.2.1       conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Articles of Organization; or




6.2.2       conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation, order, or judgment applicable to
Company.




6.3         Litigation.  There
are no pending claims, litigation, investigation, tax audit or proceedings of
any nature against Company or to which Company is a party which could in any way
impair Company's ability to fully perform its obligations under this
Agreement.




7.           Indemnification.




7.1         Contributing Party
Indemnification.  Contributing Party will defend, indemnify and
hold Company and its directors, shareholders, employees, agents, successors and
assigns harmless from and against any and all claims, losses or liabilities
(including reasonable attorney fees, court costs and expenses of investigation
as determined by a court of competent jurisdiction) incurred by any such
indemnified party as a result of any breach of any of Contributing Party's
representations, warranties or covenants contained in this
Agreement.




7.2         Company
Indemnification.  Company will defend, indemnify and hold
Contributing Party and its respective directors, shareholders, employees,
agents, successors and assigns harmless from and against any and all claims,
losses or liabilities (including reasonable attorney fees, court costs and
expenses of investigation as determined by a court of competent jurisdiction)
incurred by any indemnified party as a result of any breach of any of Company's
representations, warranties or covenants contained in this
Agreement.




7.3         Notice and Defense of
Claims.  If either party to this Agreement ("Indemnitee") receives notice
or otherwise obtains knowledge of any matter with respect to which the other
party to this Agreement ("Indemnitor") may become
obligated to hold harmless or indemnify Indemnitee under this Section7, then Indemnitee
will promptly deliver to Indemnitor a written notice describing such matter,
provided that the failure to promptly deliver such notice will not affect the
indemnification obligation except to the extent the Indemnitor is prejudiced or
injured thereby.  If such matter involves a third party, Indemnitor
will have the right, at its option, to assume the defense of such matter at its
own expense and with its own counsel, provided that such counsel does not have
an actual or potential conflict of interest.  If Indemnitor elects to
and does assume the defense of such matter, (a) Indemnitee will fully
cooperate as reasonably requested by Indemnitor in the defense or settlement of
such matter, (b) Indemnitor will keep Indemnitee reasonably informed of
developments and events relating to such matter, and (c) Indemnitee will
have the right to participate without interfering with Indemnitor or its
counsel, at its own expense, in the defense of such matter.  So long
as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee
will not settle or compromise or attempt to contact any other parties to the
dispute in such matter.  Unless and until the Indemnitor assumes the
defense with respect to such matter, Indemnitee will have the right (but not the
obligation) to defend itself, or to enter into any reasonable settlement of such
matter, without prejudice to any right of recovery against
Indemnitor.


5


7.4         Payments to Indemnified
Parties.  An Indemnitor with an indemnification obligation
under this Section7 will
promptly reimburse each Indemnitee for all amounts owed under this Section7 from time to time
at the Indemnitee's request.




7.5         Survival of
Representations.  The representations and warranties set forth
in this Agreement will survive from and after the Closing Date through the
applicable statute of limitations (and thereafter, to the extent a claim or
action is made prior to such period, until such claim or action is finally
resolved).  No claim for indemnification pursuant to this Section will
be made by any party based upon a breach or alleged breach of any representation
or warranty unless written notice of such claim or action is received by the
party against whom indemnification is sought prior to expiration of the survival
period.




8.           Termination.




8.1         Termination Events. Except as
provided in Section8.2,
this Agreement may be terminated at any time prior to the Closing:




8.1.1       by
mutual written consent of Contributing Party and of Company;




8.1.2       by
Contributing Party or Company if the Closing has not occurred by
January 31, 2010;




8.1.3       by
Contributing Party or Company if: (a) there is a final nonappealable order
of a Governmental Body in effect permanently restraining, enjoining or otherwise
prohibiting consummation of the transactions contemplated by this Agreement; or
(ii) there is any statute, rule, regulation or order enacted, promulgated
or issued or deemed applicable to the Agreement after the date of this Agreement
by any Governmental Body that would make consummation of the transactions
contemplated by this Agreement illegal;




8.1.4       by
Company if it is not in material breach of any of its representations,
warranties, covenants or agreements contained in this Agreement and there has
been a breach of any representation, warranty, covenant or agreement contained
in this Agreement on the part of Contributing Party, or if any representation or
warranty of Contributing Party has become untrue, or in any case if any of the
conditions set forth in Section3.1or Section3.2 would not be
satisfied; provided, that, if such inaccuracy in such representations and
warranties or breach by Contributing Party is curable through the exercise of
commercially reasonable efforts, then Company may terminate this Agreement under
this Section8.1.4 only if the
breach is not cured within 30 days after the date of written notice from Company
of such breach (but no cure period will be required for a breach which by its
nature cannot be cured); or




8.1.5       by
Contributing Party if it is not in material breach of any of its
representations, warranties, covenants or agreements contained in this Agreement
and there has been a material breach of any representation, warranty, covenant
or agreement contained in this Agreement on the part of Company such that the
conditions set forth in Section3.2.1 or Section3.2.2 would not be
satisfied; provided, that, if such inaccuracy in Company's representations and
warranties or breach by Company is curable by Company through the exercise of
its commercially reasonable efforts, then Contributing Party may terminate this
Agreement under this Section8.1.5 only if the
breach is not cured within 30 days after the date of written notice from
Contributing Party of such breach (but no cure period will be required for a
breach which by its nature cannot be cured).


6


8.2         Notice of Termination; Effect of
Termination.  Except as set forth in Section8.1.1 any termination
of this Agreement under Section8.1 will be effective
immediately upon the delivery of a valid written notice of the terminating party
to the other party.  Where action is taken to terminate this Agreement
pursuant to Section8.1, the terminating
party must promptly deliver to the other party a notice setting forth the reason
for the termination and the specific Section and subsection (as applicable) of
this Agreement upon which the right of termination is based.  In the
event of termination of this Agreement as provided in Section8.1, this Agreement
will become void and there will be no liability on the part of any party to this
Agreement, or their respective officers, directors, managers, members or
shareholders; provided that each party will remain liable for any breaches of
this Agreement prior to its termination.




9.           Miscellaneous
Provisions.




9.1         Successors and
Assigns.  This Agreement will be binding upon and will inure to
the benefit of the parties and their respective successors and permitted
assigns.  The foregoing notwithstanding, neither party will be
permitted to assign its rights or delegate its obligations under this Agreement
to another party without the prior written consent of the other party to this
Agreement.




9.2         Notices.  Each
notice, consent, request, or other communication required or permitted under
this Agreement will be in writing, will be delivered personally or sent by
certified mail (postage prepaid, return receipt requested) or by a recognized US
overnight courier, and will be addressed as follows:




If
      to Company:
            WS
      Technologies LLC


Attn:  President


5300 SW
Meadows Road, Suite 400


Lake
Oswego, OR 97035





If
      to Contributing Party:
            microHelix,
      Inc.


Attn:  President


5300 SW
Meadows Road, Suite 400


Lake
Oswego, OR 97035





Each
notice, consent, request, or other communication will be deemed to have been
received by the party to whom it was addressed (a) when delivered if delivered
personally; (b) on the second business day after the date of mailing if mailed;
or (c) on the date officially recorded as delivered according to the record of
delivery if delivered by overnight courier.  Each party may change its
address for purposes of this Agreement by giving written notice to the other
party in the manner set forth above.


7





9.3         Alterations and
Waivers.  The waiver, amendment or modification of any
provision of this Agreement or any right, power or remedy under this Agreement,
whether by agreement of the parties or by custom, course of dealing or trade
practice, will not be effective unless in writing and signed by the party
against whom enforcement of such waiver, amendment or modification is
sought.  No failure or delay by either party in exercising any right,
power or remedy with respect to any of the provisions of this Agreement will
operate as a waiver of such provisions with respect to such
occurrences.




9.4         Governing Law.  This
Agreement will be construed, governed and enforced in accordance with the laws
of the State of Oregon, without regard to its choice of law
provisions.




9.5         Exhibits and
Schedules.  The exhibits and schedules attached to this
Agreement are incorporated into and are a part of this Agreement.




9.6         Integration and Entire
Agreement.  This Agreement and the exhibits and schedules and
other documents referred to in this Agreement set forth the entire understanding
between the parties and supersede all previous and contemporaneous written or
oral negotiations, commitments, understandings, and agreements relating to the
subject matter of this Agreement and merge all prior and contemporaneous
discussions between the parties.




9.7         Counterparts and
Delivery.  This Agreement may be executed in
counterparts.  Each counterpart will be considered an original, and
all of them, taken together, will constitute a single Agreement.  This
Agreement may be delivered by facsimile or electronically, and any such delivery
will have the same effect as physical delivery of a signed
original.  At the request of any party, the other party will confirm
facsimile or electronic transmission signatures by signing an original
document.




9.8         Definitions.  Whenever
used in this Agreement, (a) the term "including" will be deemed to mean
"including without limitation", (b) the term "person" will be deemed to mean any
natural person, corporation, limited liability company, partnership or other
entity, and (c) the terms "will" and "shall" have the same meaning.




9.9         Attorney Fees.  In
the event suit or action is instituted to interpret or enforce this Agreement,
the prevailing party will be entitled to recover its attorney's fees, including
those incurred on appeal, as determined by the court or arbitrator.




9.10       Specific
Performance.  The parties acknowledge they would be irreparably
damaged if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that monetary damages would provide an
inadequate remedy.  Accordingly, in addition to any other remedy at
law or in equity, the nonbreaching party will be entitled to injunctive relief
to prevent breaches of this Agreement and specifically to enforce this Agreement
without the need for posting any bond or other security.


8


9.11       Rules of
Construction.  The parties have been represented by separate
counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the parties drafting such agreement or document.





[Signature
Page Follows]


9





IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first above written.





COMPANY:
            WS
      TECHNOLOGIES LLCBy
      microHelix, Inc., its ManagerBy
            /s/ Brian A. OliverBrian
      A. OliverSecretaryCONTRIBUTING
      PARTY:
            MICROHELIX,
      INC.By
            /s/ Brian A. OliverBrian
      A. OliverSecretary





Signature
page to WS Technologies, LLC Contribution Agreement
(microHelix)





ATTACHED
SCHEDULES AND EXHIBITS





Schedule 5
– Disclosure Schedule


Exhibit A
– Form of Subscription Agreement


Exhibit B
– Form of Warrant Agreement


Exhibit C
– Form of Contribution Agreement with Aequitas Capital Management,
Inc.


Exhibit D
– Form of Contribution Agreement with CarePayment, LLC


Schedules
and Exhibits


Schedule
5


Disclosure
Schedule





None.


Disclosure
Schedule


Exhibit
A


Form of Subscription
Agreement


Exhibit
A
  
  SUBSCRIPTION AGREEMENT
 
 microHelix,
Inc.
 
 This Subscription Agreement (this
"Agreement"), effective December 30, 2009 (the "Effective Date"), is between
WS Technologies LLC, an Oregon limited liability company ("Subscriber") and microHelix,
Inc., an Oregon corporation (the "Company").
 
 Agreement
 
 The parties agree as
follows:
 
 1.      Subscription.
  Subject to the terms of this Agreement,
Subscriber hereby purchases from the Company, and the Company hereby issues to
Subscriber, 1,000,000 shares of Series D Preferred Stock (the "Series D Preferred Shares") of
the Company in exchange for 99 Units (the "Units") of
Subscriber.
 
 2.      Representations of the
Company.  The Company represents to Subscriber
that:
  2.1       Organization and
Authority.  The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon and has all requisite
corporate power and authority to own and operate its properties and assets, and
to carry on its business as presently conducted.  The Company has the
requisite power and authority to execute and deliver this Agreement, to issue
the Series D Preferred Shares and to carry out its obligations under this
Agreement.
  2.2       Validity.  This
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject to (a) the laws of
bankruptcy and the laws affecting creditors' rights generally, and (b) the
availability of equitable remedies.  The Series D Preferred Shares are
duly and validly authorized and upon issuance to Subscriber and, upon issuance
of the Units to the Company, will be fully paid and nonassessable.
  3.      Representations and Warranties of
Subscriber.  Subscriber represents to the Company
that:
  3.1       Authority.  All acts
and conditions necessary for the authorization, execution, delivery, and
consummation by Subscriber of this Agreement and the transactions contemplated
herein have been taken, performed, and obtained.
  3.2       Validity.  This
Agreement constitutes the valid and legally binding obligation of Subscriber,
enforceable in accordance with its terms, subject to (a) the laws of bankruptcy
and the laws affecting creditors' rights generally, and (b) the availability of
equitable remedies.  Subscriber has full power and authority to
execute, deliver and perform Subscriber's obligations under this
Agreement.  The Units are duly and validly authorized and, upon
issuance of the Series D Preferred Shares to Subscriber, will be fully paid and
nonassessable.
 
 Subscription Agreement
 Page
1
  3.3       Restricted
Securities.  Subscriber understands that the Series D Preferred
Shares are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable
regulations, such securities may be transferred or resold without registration
under the Securities Act only in certain limited circumstances.
  4.      Successors
and Assigns.
  This Agreement will bind and inure to
the benefit of the parties and to their successors and assigns.
 
 5.      Governing
Law.  This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Oregon, without giving effect to conflicts of
laws principles thereunder.
  6.      Counterparts.  This
Agreement may be executed in counterparts.  Each counterpart will be
considered an original, and all of them, taken together, will constitute a
single Agreement.  This Agreement may be delivered by facsimile or
electronically, and any such delivery will have the same effect as physical
delivery of a signed original.  At the request of any party, the other
party will confirm facsimile or electronic transmission signatures by signing an
original document.
  IN WITNESS WHEREOF, Subscriber and the
Company have executed and delivered this Agreement as of the Effective
Date.
 
 SUBSCRIBER:
                WS
      TECHNOLOGIES LLCBy
      microHelix, Inc., its ManagerByThomas
      A. Sidley, PresidentCOMPANY:
                MICROHELIX,
      INC.ByThomas
      A. Sidley, President
  Subscription Agreement
 Page
2


Exhibit
B





Form of Warrant
Agreement









THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER
HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITES LAWS, OR (C) IF REGISTERED UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
 
 
 
 MICROHELIX,
INC.
 
 WARRANT
TO PURCHASE
 
 SHARES OF
CLASS BCOMMON
STOCK
 
 Expires
December 30, 2014
 
 Portland, Oregon
 Issue
Date:  December 30, 2009
 
 IN
CONSIDERATION OF the representations and covenants set forth herein, and other
good and valuable consideration received, and subject to the provisions
hereinafter set forth, microHelix, Inc., an Oregon
corporation (the "Company"), hereby certifies
that WS Technologies
LLC, or its registered assigns (the "Warrant Holder")is entitled to subscribe
for and purchase, during the period specified in this Warrant, up to 65,100,917
shares ("Warrant
Shares") (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Class BCommon Stock of the
Company, at an exercise price per share equal to $0.001 per share (subject to
adjustment as hereinafter provided, the "Exercise Price") subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth.  The right to purchase Warrant Shares will expire at 12:01
a.m., Pacific Time, on December 30, 2014.
  1.           Registration of
Warrant.  The Company will register this Warrant upon records
to be maintained by the Company for that purpose (the "Warrant Register"), in the
name of the record Warrant Holder hereof from time to time.  The
Company may deem and treat the registered Warrant Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Warrant Holder, and for all other purposes, and the Company will not be
affected by notice to the contrary.
  
  2.           Representations and Covenants of the
Warrant Holder.  This Warrant has been entered into by the
Company in reliance upon the following representations and covenants of the
Warrant Holder:
  (a)           The
Warrant Holder by accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an affiliate for
investment purposes and not with the view to any offering or distribution and
that the Warrant Holder will not sell or otherwise dispose of this Warrant or
the underlying Warrant Shares in violation of applicable securities
laws.
  (b)           The
Warrant Holder acknowledges that the certificates representing any Warrant
Shares will bear a legend indicating that they have not been registered under
the United States Securities Act of 1933, as amended (the "1933 Act"), and may not be
sold by the Warrant Holder except pursuant to an effective registration
statement or pursuant to an exemption from registration requirements of the 1933
Act and in accordance with federal and state securities laws.
  (c)           In
no event will the Warrant Holder make a disposition of any of its rights to
acquire Common Stock or Common Stock issuable upon exercise of such rights
unless and until (i)  it has notified the Company of the proposed
disposition, and (ii)  if requested by the Company, it has furnished
the Company with an opinion of counsel satisfactory to the Company and its
counsel to the effect that (A) appropriate action necessary for compliance with
the 1933 Act has been taken, or (B) an exemption from the registration
requirements of the 1933 Act is available.  Notwithstanding the
foregoing, the restrictions on the transferability of any security will
terminate when such security is effectively registered under the 1933 Act and
sold by the holder thereof in accordance with such registration, or such
security is sold without registration in compliance with Rule 144 under the 1933
Act.  Whenever the restrictions imposed under this section terminate,
the Warrant Holder or holder of a share of Common Stock then outstanding as to
which such restrictions have terminated will be entitled to receive from the
Company one or more new certificates for the Warrant or for such shares of
Common Stock not bearing any restrictive legend.
  (d)           The
Warrant Holder is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D promulgated under the 1933 Act.
  (e)           The
Warrant Holder has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its investment,
and has the ability to bear the economic risks of its investment.
  (f)           The
Warrant Holder understands that if a registration statement covering this
Warrant or the Common Stock is not in effect when it desires to sell this
Warrant or the Common Stock, it may be required to hold such securities for an
indefinite period.  The Warrant Holder also understands that any sale
of this Warrant or the Common Stock purchased under this Warrant which might be
made by it in reliance upon Rule 144 under the 1933 Act may be made only in
accordance with the terms and conditions of that Rule.
  2
  3.           Validity of Warrant and Issue of
Shares.
  (a)           Subject
to Section
3.1(b), the Company represents and warrants that this Warrant has been
duly authorized and validly issued and warrants and agrees that all shares of
Class BCommon
Stock that may be issued upon the exercise of the rights represented by this
Warrant will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.  Subject to Section 3.1(b), the
Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Class BCommon Stock to provide
for the exercise of the rights represented by this Warrant.
  (b)           Warrant
Holder acknowledges that as of the date of this Warrant the Company has not
authorized any shares of Class B Common Stock and the Company does not have
sufficient authorized but unissued shares of Common Stock to permit exercise of
this Warrant.  Therefore, this Warrant cannot be exercised until such
conditions are corrected.  The Company covenants to use commercially
reasonable efforts to call as soon as possible a shareholders meeting for the
purpose of amending its Articles of Incorporation to include enough authorized
shares of Common Stock to permit exercise in full of this Warrant, or to take
such other action as may be necessary to permit such exercise in full (including
authorizing a reverse stock split) (the "Required
Action").  The exercise of this Warrant into shares of Class
BCommon Stock as
provided herein shall be contingent upon the completion of the Required
Action.  Warrant Holder further acknowledges that, until such the
Required Action shall be completed, Warrant Holder's rights under this Warrant
may not be exercised.  Warrant Holder further acknowledges that if,
for any reason, the Company does not authorize Class BCommon Stock, then this
Warrant shall be exercisable for shares of Common Stock, subject to the
limitations on exercisability in this Section.
  4.           Registration of Transfers of
Warrant.  Subject to compliance with the legend set forth on
the face of this Warrant and Section2(c), the Company
will register the transfer of any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant with the Form of Assignment attached
hereto duly completed and signed, to the Company.  Upon any such
registration or transfer, a new warrant to purchase Class B Common Stock, in
substantially the form of this Warrant (any such new warrant, a "New Warrant"), evidencing the
portion of this Warrant so transferred will be issued to the transferee and a
New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, will be issued to the transferring Warrant Holder.  The
acceptance of the New Warrant by the transferee thereof will be deemed the
acceptance of such transferee of all of the rights and obligations of a Warrant
Holder of a Warrant.
  3
  5.           Exercise of
Warrants.
  (a)           Upon
surrender of this Warrant with the Form of Election to Purchase attached hereto
duly completed and signed to the Company, and upon payment and delivery of the
Exercise Price per Warrant Share multiplied by the number of Warrant Shares that
the Warrant Holder intends to purchase hereunder, in lawful money of the United
States of America, in cash or by certified or official bank check or checks, to
the Company, all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company will promptly issue or cause to be issued  and
cause to be delivered to or upon the written order of the Warrant Holder and in
such name or names as the Warrant Holder may designate (subject to the
restrictions on transfer described in Section2(c) and in the
legend set forth on the face of this Warrant), a certificate for the Warrant
Shares issuable upon such exercise, with such restrictive legend as required by
the 1933 Act.  Any person so designated by the Holder to receive
Warrant Shares will be deemed to have become the holder of record of such
Warrant Shares as of the Date of Exercise of this Warrant.
  (b)           A
"Date of Exercise" means
the date on which the Company will have received (i) this Warrant (or any New
Warrant, as applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly signed, and
(ii) payment of the Exercise Price for the number of Warrant Shares indicated by
the Warrant Holder to be purchased.
  (c)           If
less than all of the Warrant Shares which may be purchased under this Warrant
are exercised at any time, the Company will issue or cause to be issued a New
Warrant evidencing the right to purchase the remaining number of Warrant
Shares.
  (d)           The
holder of this Warrant may, at its election, exercise this Warrant in whole or
in part and, in lieu of making the cash payment otherwise contemplated to be
made to the Company upon such exercise in payment of the aggregate Exercise
Price, elect instead to receive upon such exercise the "Net Number" of shares of Class
BCommon Stock
determined according to the following formula (a "Cashless
Exercise"):
 
 Net
Number = (A x (B - C))/B
 
 (ii)  For
purposes of the foregoing formula:
 
 A = the
total number of shares with respect to which this Warrant is then being
exercised.
 
 B = the
average Market Price (as defined below) over a twenty-one (21) day period ending
three trading days before the effective date of the Exercise
Notice.
 
 C = the
Warrant Exercise Price then in effect at the time of such exercise.
 
 "Market Price" means, with
respect to Warrant Shares, if (i) the shares are listed or admitted for listing
on any national securities exchange or included in The Nasdaq Global Market or
the Nasdaq Capital Market, the last reported sales price as reported on such
exchange or market; (ii) if the shares are not so listed or admitted for
trading, the average of the last reported closing bid and asked quotation for
the shares as reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq") or a similar service if Nasdaq is not
reporting such information; or (iii) if the shares are not so listed or admitted
for trading or quoted by Nasdaq or a similar service, the average of the last
reported bid and asked quotation for the shares as quoted by a market maker in
the shares (or if there is more than one market maker, then the average of the
lowest bid and highest asked quotation).  In the absence of any
available public quotations for the shares, the Board of Directors of the
Company will determine in good faith the fair market value of the shares, which
determination will be set forth in a certificate signed by the Secretary of the
Company.
  4
  6.           Adjustment of Exercise Price and
Number of Shares.  The character of the shares of stock or
other securities at the time issuable upon exercise of this Warrant, the number
of Warrant Shares, and the Exercise Price are subject to adjustment upon the
occurrence of the following events, and all such adjustments will be
cumulative:
  (a)           The
Exercise Price of this Warrant and the number of shares of Class B Common Stock
or other securities at the time issuable upon exercise of this Warrant will be
appropriately adjusted to reflect any stock dividend, stock split, combination
of shares, reclassification, recapitalization or other similar event affecting
the number of outstanding shares of stock or securities.
  (b)           In
case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company will not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in
each case, the holder of this Warrant, on exercise at any time after the
consummation or effective date of such Reorganization (the "Effective Date"), will
receive, in lieu of the shares of stock or other securities at any time issuable
upon the exercise of the Warrant issuable on such exercise prior to the
Effective Date, the stock and other securities and property (including cash) to
which such holder would have been entitled upon the Effective Date if such
holder had exercised this Warrant immediately prior thereto (all subject to
further adjustment as provided in this Warrant).
  (c)           In
case of any adjustment or readjustment in the price or kind of securities
issuable on the exercise of this Warrant, the Company will promptly give written
notice thereof to the holder of this Warrant, setting forth such adjustment or
readjustment and showing in reasonable detail the facts upon which such
adjustment or readjustment is based.
  7.           Fractional
Shares.  The Company will not be required to issue or cause to
be issued fractional Warrant Shares on the exercise of this
Warrant.  The number of full Warrant Shares that will be issuable upon
the exercise of this Warrant will be computed on the basis of the aggregate
number of Warrant Shares purchasable on exercise of this Warrant so
presented.  If any fraction of a Warrant Share would, except for the
provisions of this Section7, be issuable on the
exercise of this Warrant, the Company will, at its option, (i) pay an amount in
cash equal to the Exercise Price multiplied by such fraction or (ii) round the
number of Warrant Shares issuable up to the next whole number.
  8.           Notice of Intent to Sell or Merge the
Company.The
Company will give Warrant Holder ten (10) days notice before the event of a sale
of all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity.
  5
  9.           Registration Rights.  The Warrant Shares are subject to registration under the 1933
Act pursuant to a Registration Rights Agreement entered into concurrently with
this Warrant between the Company and the Warrant Holder.
  10.         Notices.  All
notices and other communications hereunder will be in writing and will be deemed
to have been given (i) on the date they are delivered if delivered in person;
(ii) on the date delivered by an overnight courier service; or (iii) on the
third business day after it is mailed by registered or certified mail, return
receipt requested with postage and other fees prepaid as follows:
 
 If to the
Company:
 
 microHelix,
Inc.
 5300
Meadows Road, Suite 400
 Lake
Oswego, Oregon 97035
 Attention:  President
 
 If to the Warrant
Holder:
 
 WS
Technologies LLC
 5300
Meadows Road, Suite 400
 Lake
Oswego, Oregon 97035
 Attention:  Legal
Department
 
 Either
party may subsequently designate another address for notices by written notice
to the other party.
  11.         Miscellaneous.
  (a)           This
Warrant constitutes the entire agreement between the Company and Warrant Holder
with respect to the subject matter hereof, and supersedes all prior agreements
between the parties with respect to such subject matter.  This Warrant
will be binding on and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.  This Warrant may be
amended only in a writing signed by the Company and the Warrant
Holder.
  (b)           Nothing
in this Warrant will be construed to give to any person or corporation other
than the Company and the Warrant Holder any legal or equitable right, remedy or
cause of action under this Warrant; this Warrant will be for the sole and
exclusive benefit of the Company and the Warrant Holder.
  (c)           This
Warrant will be governed by, construed and enforced in accordance with the
internal laws of the State of Oregon without giving effect to principles of
conflicts of law.  The parties hereto irrevocably submit to the
jurisdiction of any state or federal court sitting in Multnomah County, Oregon,
in any action or proceeding brought to enforce, or otherwise arising out of or
relating to, this Warrant, and hereby waive any objection to venue in any such
court and any claim that such forum is an inconvenient forum.
  6
  (d)           Each
party hereby irrevocably waives any right it may have, and agrees not to
request, a jury trial for the adjudication of any dispute hereunder or in
connection herewith or arising out of this Warrant or any transaction
contemplated hereby.  In the event suit or action is brought by any
party under this Warrant to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party or parties will be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
  (e)           The
parties agree that a breach or violation of this Warrant will result in
immediate and irreparable harm to the non-breaching party in an amount that will
be impossible to ascertain at the time of the breach or violation, and that the
award of monetary damages will not be adequate relief to the non-breaching
party.  The non-breaching party will be entitled to seek equitable or
injunctive relief, in addition to other remedies to which it may be entitled at
law or equity.  In any action for equitable relief, the parties agree
to waive any requirement for the posting of a bond or security.
  (f)           The
headings herein are for convenience only, do not constitute a part of this
Warrant and will not be deemed to limit or affect any of the provisions
hereof.
  (g)           In
case any one or more of the provisions of this Warrant will be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant will not in any way be affected or impaired
thereby and the parties will attempt in good faith to agree upon a valid and
enforceable provision which will be a commercially reasonably substitute
therefor, and upon so agreeing, will incorporate such substitute provision in
this Warrant.
  (h)           The
Warrant Holder will not, by virtue hereof, be entitled to any voting or other
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holder are limited to those expressed in this
Warrant.
  (i)           This
Warrant may be executed in one or more counterparts, each of which when executed
will be deemed to be an original, but all of which taken together will
constitute one and the same agreement.  A facsimile transmission of
this signed Warrant will be legal and binding on all parties
hereto.
 
 [Signature
page follows]
  7
 
 IN
WITNESS WHEREOF, each party has caused this Warrant to be duly executed by its
authorized representative effective as of the Original Issue Date.
 
 COMPANY:
              WARRANT
      HOLDER:MICROHELIX,
      INC.
              WS
      TECHNOLOGIES LLCBy
      microHelix, Inc., its ManagerBy:
              /s/Thomas A. Sidley
              
              By:
              /s/ Thomas A. SidleyName:  Thomas
      A. Sidley
              Name:  Thomas
      A. SidleyTitle:  President
              Title:  President
  
  FORM
OF ELECTION TO PURCHASE
 
 (To be
executed by the Warrant Holder to exercise the right to purchase shares of Class
B Common Stock under the foregoing Warrant)
 
 To:  MICROHELIX,
INC.
  In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ___________________ shares of
Class BCommon
Stock ("Common Stock"), no par value, of microHelix, Inc. and encloses the
warrant.
  Method of
Exercise (Please check one box):
   ̈ The undersigned elects
to exercise the attached Warrant by means of a cash payment, and tenders
herewith the Exercise Price (as defined in the Warrant, originally $__ per
Warrant Share) for each Warrant Share being purchased or an aggregate of
$_________ in cash or certified or official bank check or checks, which sum
represents the aggregate Exercise Price together with any applicable taxes
payable by the undersigned pursuant to the Warrant.
   ̈  The
undersigned elects to exercise the attached Warrant by means of the net exercise
provisions of Section 5(d) of the Warrant.
 
 The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:
 
 (Please
      print name and address)(Please
      insert Social Security or Tax Identification
  Number)
  If the
number of shares of Common Stock issuable upon this exercise will not be all of
the shares of Common Stock which the undersigned is entitled to purchase in
accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:
 
 (Please
      print name and address)
  Dated:
                                                        
                                                        
                                                        Name
      of Warrant Holder:(Print)(By)(Name)(Title)Signature
      must conform in all respects to name of Warrant Holder asspecified
      on the face of the
Warrant
  
  FORM
OF ASSIGNMENT
 (To be
signed only on transfer of Warrant)
 
 TO:           MICROHELIX,
INC.
  FOR VALUE RECEIVED, the undersigned Registered HolderPrint Name of Holder
 
 (Please
      insert Social Security or Tax Identification Number ofRegistered
      Holder)
  hereby
sells, assigns and transfers unto
  (Please
      Print Name and Address including Zip
Code)
  (Please
      insert Social Security or Tax Identification Number of
      Assignee)
  The right
to purchase ________ shares of Common Stock of microHelix, Inc., evidenced by
the attached Warrant, and irrevocably constitutes and appoints
_____________________________________ attorney to transfer this Warrant on the
books of microHelix, Inc. with the full power of substitution in the
premises.
 
 If this
assignment is not an assignment of all of the shares of Common Stock which the
undersigned is entitled to purchase in accordance with the enclosed Warrant, the
undersigned requests that a new Warrant evidencing the right to purchase the
shares of Common Stock not assigned hereby be issued in the name of and
delivered to the Registered Holder.
  Dated:
  Signature:
  By:Title:
 (Signature
must conform in all respects to the name of the Registered Holder as specified
on the face of the attached Warrant in every particular, without alteration
or any change whatsoever.)







Exhibit
C





Form of Contribution
Agreement with Aequitas Capital Management, Inc.











CONTRIBUTION
AGREEMENT
 
 This Agreement is made and entered into
effective as of December 30, 2009 (the "Effective Date"), by and
between WS Technologies LLC dba Windswept Technologies, an Oregon limited
liability company ("Company"), and Aequitas
Capital Management, Inc., an Oregon corporation ("Contributing
Party").
 
 Background
 
 A.    
     Contributing Party services and collects consumer
receivables generated by hospitals on a recourse basis with respect to the
hospital (the "Business").
 
 B.          Contributing
Party and certain other parties have entered into an Operating Agreement (the
"Operating Agreement")
pursuant to which Company will own and operate the Business as a result of the
contribution of the Assets (defined below) by Contributing Party and certain
assets contributed by the other parties to the Operating Agreement, who
collectively will own all of the ownership interests in Company.
 
 C.          Contributing
Party wishes to make the contribution of Assets in return for the receipt of
ownership interests of Company and the assumption by Company of the Assumed
Liabilities under this Agreement.
 
 Agreement
 
 In consideration of the mutual promises
and covenants set forth in this Agreement, the parties agree as
follows:
 
 1.           Contribution of Business
Assets.
  1.1         Contribution.Subject
to the terms and conditions set forth in this Agreement, Contributing Party
agrees to transfer to Company at Closing (defined below) the following assets of
the Business (collectively, the "Assets"), wherever located,
free and clear of all mortgages, liens, security interests, pledges,
encumbrances, claims, conditions and restrictions, of any nature whatsoever,
direct or indirect, whether accrued, absolute or contingent, known or unknown
(collectively, "Encumbrances"):
  1.1.1   
  The exclusive right to service and receive compensation and
origination fees for all recourse consumer credit accounts now owned and
generated in the future by CarePayment, LLC, all under the terms of the
Servicing Agreement (the "Servicing Agreement") between
Company and CarePayment LLC attached as Exhibit A and entered
into simultaneously with the Closing;
  1.1.2  
   All supplies, disclosure materials, marketing materials and
collateral, used in connection with the Business, including all correspondence,
procedures and process schematics, and other documents and records used or
useful in the Business (collectively, the "Supplies"), together with any
replacements or additions to the Supplies made before the Closing Date, but
excluding Supplies disposed of in the ordinary course of Contributing Party's
Business;
  1
  1.1.3   
  All books and records of the Business, including customer lists,
customer information, customer files and sales leads, merchandising materials
and access to other books and records, or copies thereof, including computerized
data, relating to the continuation of the Business as conducted by Contributing
Party;
  1.1.4  
   The contracts (including contracts relating to intellectual
property used in connection with the Business and employment contracts, if any,
for employees engaged in the Business) and prepaid expenses of the Business and
contracts identified on attached Schedule1.1.4; provided,
however, that if such contracts have not been transferred by Closing,
Contributing Party shall maintain those contracts for Company's
benefit;
  1.1.5   
  All rights to all telephone lines and numbers, email addresses used
in the conduct of the Business, including those listed on Schedule1.1.5;
  1.1.6    
 The Zero Interest Recourse (ZIR) software product that incorporates
Contributing Party's proprietary CarePayment System, a specialized accounting
system designed to interface with multiple systems to receive and submit data
and process that data in such a way that all accounting and settlement
activities are supported, and which contains several proprietary algorithms to
support the allocation of account transactions and account settlement with
hospitals and funding sources (the "Software");
  1.1.7   
  All written instructions, user and technical manuals, reference
guides, training materials, release notes, installation notes, descriptions,
specifications, and any other materials, in paper, electronic or any other form,
that describe the requirements, features, functions, support, maintenance and/or
use of the Software (the "Documentation");
and
  1.1.8     
All of the goodwill and general intangibles related to the
Business.
  1.2         Assets not to be
Transferred.  Contributing Party will retain, and Company will
not acquire, any assets of Contributing Party not specifically identified in
Section1.1 above, including
without limitation the excluded assets ("Excluded Assets") identified
on Schedule1.2.
  1.3         Assumed Liabilities and
Obligations.  Subject to the terms and conditions set forth in
this Agreement, Company agrees to assume at Closing only those costs and
liabilities associated with the Business that are to be described on Schedule1.3 to be attached to
this Agreement at or prior to Closing (collectively, the "Assumed Liabilities"), and no
others.  Except for the Assumed Liabilities, Company will not assume
or agree to pay, perform, or discharge, and Contributing Party will remain
liable for, any cost, debt, obligation, tax, or liability, whether known or
unknown, contingent or otherwise, of Contributing Party of any kind or nature
whatsoever.
  2
  2.           Ownership
Interests.  Concurrently with Contributing Party's contribution
of the Assets to Company at Closing, and in exchange for the Assets, Company
will issue to Contributing Party a 28% ownership interest in Company, which will
be held by Contributing Party pursuant to the terms of and will have all of the
rights set forth in the Operating Agreement.
  3.           Closing.The
closing of the transactions contemplated by this Agreement (the "Closing") will take place at
the offices of Tonkon Torp LLP at 1600 Pioneer Tower, 888 SW Fifth Avenue,
Portland, Oregon 97204, at 10:00 a.m. Pacific Time on December 31,
2009, or at such other place or time as Company and Contributing Party mutually
agree (the "Closing
Date").
  3.1         Company's Conditions to
Closing.  The obligations of Company to consummate the Closing
and otherwise effect the transactions contemplated by this Agreement are subject
to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, exclusively by
Company:
  3.1.1      Representations and
Warranties.  The representations and warranties of Contributing
Party in this Agreement will be true and correct as of the Closing as if made as
of the Closing, except (i) for changes contemplated by this Agreement, and (ii)
for those representations and warranties which address matters only as of a
particular date (which will be true and correct as of such particular
date).
  3.1.2      Agreements and
Covenants.  Contributing Party will have performed or complied
in all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the
Closing.
  3.1.3      Certificate.  Company
will have been provided with a certificate executed by Contributing Party to the
effect that, as of the Closing the conditions set forth in Sections 3.2.1
and 3.2.2 have
been duly satisfied.
  3.1.4      Transfer Documents; Other
Agreements.  At Closing, Company will have
received:
  (a)           A
bill of sale conveying the Assets to Company in form reasonably satisfactory to
Company.
  (b)           One
or more assignment and assumption agreements executed and delivered by
Contributing Party, in form reasonably satisfactory to Company, with respect to
the Assumed Contracts.
 
 (c)           A
fully executed Servicing Agreement;
 
 (d)           A
fully executed Contribution Agreement between Company and CarePayment, LLC in
the form attached as Exhibit B;
 
 (e)           A
fully executed Contribution Agreement between Company and microHelix, Inc. in
the form attached as Exhibit C;
 
 (e)           A
fully executed Sublease between Company and Contributing Party in the form
attached as Exhibit
D;
  3
 
 (f)
           An
Administrative Services Agreement ("Administrative Services
Agreement") between Company and Contributing Party in the form attached
as Exhibit E
executed by Contributing Party; and
 
 (g)           A
fully executed Amendment to the Promissory Note between Company and MH Financial
in the form attached as Exhibit F.
 
 3.1.5      Third-Party
Consents.  Company will have received consents or other
assurances satisfactory to Company from such parties to the Assumed Contracts as
Company may require as a condition to Closing.
  3.1.6      Suits, Actions or
Proceedings.  No suit, action, arbitration or other proceeding
will be pending before any court, arbitrator or Governmental Body which may
result in the restraint or prohibition of the consummation of the transactions
contemplated by this Agreement.
  3.1.7      No Material Adverse
Change.  There will not have occurred since the date of this
Agreement any event, change, effect, occurrence or state of facts individually
or in the aggregate which has had or could have a material adverse effect on the
Business, or on the ability of Company following Closing to conduct the Business
as currently contemplated, taken as a whole, or on the ability of the parties to
effect the transactions under this Agreement.
  3.1.8      Due Diligence
Review.  Company will have been satisfied, in its sole
discretion, with its due diligence review of the Business and the Assets,
including Company's review of Exhibits and Schedules to be attached to this
Agreement at or prior to Closing.
  3.1.9      Transaction
Fees.  Contributing Party will have paid 50% of all fees and
expenses incurred by Company in connection with the preparation, negotiation,
and execution of this Agreement and the transactions contemplated by this
Agreement.
  3.2         Contributing
Party's Conditions to Closing.   The obligations of
Contributing Party to consummate the Closing and otherwise effect the
transactions contemplated by this Agreement are subject to the satisfaction at
or prior to the Closing of each of the following conditions, any of which may be
waived, in writing, exclusively by Contributing Party:
  3.2.1      Representations and
Warranties.  The representations and warranties of Company in
this Agreement will be true and correct as of the Closing as if made as of the
Closing, except (i) for changes contemplated by this Agreement, and
(ii) for those representations and warranties which address matters only as
of a particular date (which will be true and correct as of such particular
date).
  3.2.2      Agreements and
Covenants.  Company will have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the
Closing.
  4
  3.2.3      Certificate.  Contributing
Party will have been provided with a certificate executed by Company to the
effect that, as of the Closing the conditions set forth in Sections3.2.1and 3.2.2 have been duly
satisfied.
  3.2.4      Other
Agreements.  At Closing, Contributing Party will have
received:
  (a)           the
Software License Agreement executed by Company;
  (b)           The
Sublease executed by Company; and
  (c)           The
Administrative Services Agreement executed by Company.
  4.           Other Agreements.
  4.1         Further
Assurances.  At any time or from time to time after the
Closing, at Company's request and without further consideration, Contributing
Party will execute and deliver to Company such other instruments of transfer,
conveyance, assignment, and confirmation, provide such materials and
information, and take such other actions as Company may reasonably deem
necessary in order more effectively to transfer, convey, and assign to Company,
and to confirm Company's title to, all of the Assets, and, to the fullest extent
permitted by law, to put Company in actual possession and operating control of
the Assets and to assist Company in exercising all rights with respect thereto,
and otherwise to cause Contributing Party to fulfill its obligations under this
Agreement.
  4.2         Access and
Investigation.  Company, through its employees, agents and
representatives, will prior to the Closing be involved in such investigation of
the Assets as it deems necessary or advisable.  Contributing Party
agrees to permit Company and its employees, agents and representatives to have
full access, on reasonable notice during normal business hours, to the books and
records and premises of the Business and other information with respect to the
Business and properties of Contributing Party as Company from time to time
requests.  Company will conduct its review in a manner which does not
unreasonably interfere with the operations of the Business.
  4.3         Operations Pending
Closing.Contributing Party agrees that from the date of this
Agreement to the Closing:
  4.3.1      Contributing
Party will:
  (a)           maintain
all of the Assets in customary repair, order and condition, reasonable wear,
tear and use and damage by fire or unavoidable casualty excepted;
  (b)           operate
the Assets and the Business in a manner designed to preserve and protect its
business, goodwill and relationships with its vendors, suppliers, customers and
others;
  (c)           maintain
insurance on the Assets in the same manner and to the same extent as such
insurance has been maintained with respect to the Assets prior to the date of
this Agreement; and
  5
  (d)           comply,
in all material respects, with all applicable laws.
  4.3.2      Contributing
Party will not:
  (a)           grant
any new salary increase to any employee engaged in the Business unless such
increase has been previously approved by Company in writing, or such salary
increase occurs in the ordinary course and does not exceed 3%;
  (b)           enter
into or amend or alter any bonus, incentive compensation, deferred compensation,
retirement, pension, savings, group insurance, death benefit or other fringe
benefit plan, trust agreement or arrangement affecting its employees engaged in
the Business that do not represent existing commitments; provided, however, that
Contributing Party's handling of severance pay and related issues is not limited
by this Section;
  (c)           enter
into or assume any material contract, agreement, obligation, lease, license or
commitment relating to the Assets, except in the ordinary course of the Business
as contemplated by this Agreement or with Company's prior written
approval;
  (d)           do,
or omit to do, any act which will cause a material breach of any Material
Agreement, Permit, commitment or obligation related to the Assets or the
Business; or
  (e)           amend,
terminate or waive any material right of substantial value relating to the
Assets or the Business.
  5.           Taxes.Contributing
Party will be responsible for and will pay when due the entire amount of any
sales, use, transfer, excise, documentary and other like taxes or recording,
filing or notary fees imposed by any state or governmental subdivision within
such state in connection with the transfer of the Assets.  Personal
property taxes, if any, and all other prorations relating to the Assets, if any,
will be made as of the Closing Date.
  6.           Risk of Loss.All
right, title and interest and risk of loss with respect to the Assets will be
deemed to have passed to Company at Closing.
  7.           Representations and Warranties of
Contributing Party.Except as is otherwise disclosed on Schedule7 to this Agreement
(the "Disclosure
Schedule") Contributing Party represents and warrants to Company
that:
  7.1         Authorization.  Contributing
Party is a corporation duly organized and validly existing under the laws of the
state of Oregon.  Contributing Party has all requisite organizational
power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement.  Contributing Party's
execution and delivery of this Agreement and consummation of the transactions
contemplated by this Agreement have been duly authorized by all requisite
organizational action and Contributing Party has duly executed and delivered
this Agreement, which constitutes the valid and binding obligation of
Contributing Party, enforceable in accordance with its
terms.  Contributing Party has made available to Company true, correct
and complete copies of Contributing Party's authorizing board and shareholder
resolutions relating to the transactions contemplated by this
Agreement.
  6
  7.2         Investment.  Contributing
Party is not acquiring the ownership interest issued to it under the Operating
Agreement with a view to or for sale in connection with any further distribution
thereof within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
  7.3         Accredited
Investor.  Contributing Party is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act.
  7.4         Title to
Assets.  Contributing Party has good and marketable title to
all of the Assets, all of the Assets are free and clear of restrictions on or
conditions to transfer, and Contributing Party at Closing will transfer to
Company good title to all of the Assets, free and clear of any Encumbrances
(other than under any Assumed Liabilities).  The Closing will convey
to and vest in Company good and marketable title to the Assets, free and clear
of any Encumbrances (other than under the Assumed Liabilities).
  7.5         No Conflicts.  The
execution and delivery by Contributing Party of this Agreement do not, and the
performance by Contributing Party of its obligations under this Agreement and
the consummation of the transactions contemplated hereby and thereby will
not:
  7.5.1      conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Articles of Incorporation or Bylaws of Contributing
Party;
  7.5.2      conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation or order applicable to Contributing Party
or any of the Assets, or conflict with or result in a violation or breach of any
term or provision of any judgment, injunction, decree, ruling or other charge
applicable to Contributing Party or any of the Assets; or
  7.5.3      with
respect to any contract to which Contributing Party is a party or by which any
of the Assets is bound:  conflict with or result in a violation or
breach of such contract, constitute (with or without notice or lapse of time or
both) a default under such contract, require Contributing Party to obtain any
consent, or approval, or give any notice to or make any filing with any person
or entity, or result in the creation or imposition of any Encumbrance upon
Contributing Party or any of the Assets under such contract.
  7.6         Tax Matters.  All
Taxes which Contributing Party is required by law to pay, withhold or collect
relating to the Business or the Assets or Contributing Party's employees have
been duly paid, withheld or collected and have been paid over to the appropriate
governmental agency or authority or are properly recorded as a liability on the
books of Contributing Party.  No Tax liens shall attach to any of the
Assets because of a deficiency or delinquency in payment of Taxes by
Contributing Party or because of a failure by Contributing Party to qualify in
any jurisdiction in which it owns or leases property or conducts
business.  "Tax" shall mean any federal, state, local, or foreign
income, gross receipts, license, payroll, employment, excise, severance, stamp,
business and occupation, premium, windfall profits, environmental (including
taxes under Code section 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not.
  7
  7.7         Litigation.  There
are no pending or threatened, claims, litigation, investigation, tax audit or
proceedings of any nature against Contributing Party or to which Contributing
Party is a party which could result in any Encumbrance on the Assets or in any
way impair Contributing Party's ability to fully perform its obligations under
this Agreement.
  7.8         Employee Matters.
  7.8.1      A
complete list of Contributing Party's employees engaged in the Business, and the
current rate of compensation for such employees has been provided to
Company.  On and as of the Closing Date, Contributing Party will take
all action necessary to terminate all of its employees engaged in the Business
and will pay such employees all accrued employment-related financial obligations
due to them through the close of business on the Closing Date. No notice is
required to be provided to any employee of Contributing Party under the Worker
Adjustment and Retraining Notification Act, as amended (the "WARN Act"), in connection
with the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement.
  7.8.2      From
and after the Closing, Contributing Party will remain solely responsible for all
claims, including without limitation workers' compensation claims and
liabilities arising under the WARN Act, of any Contributing Party employee that
relate to any accident, injury or other cause that occurred or arose prior to
the Closing, regardless of whether such claim is filed by such employee before
or after the Closing.
  7.8.3      Benefit Plans and
ERISA.  Contributing Party has delivered or made available to
Company all of Contributing Party's employment, consulting, retainer, employee
leasing or collective bargaining agreements covering or otherwise applicable
with respect to any officer, employee or other person related to the Business or
former employee engaged in the Business, and has made available to Company all
information related to any bonus or other incentive compensation plans or
arrangements, pension, deferred compensation, profit sharing or other retirement
plans, stock bonus, stock purchase, stock option or similar plans, excess
benefit plans, death benefit or life insurance plans, sickness or disability
plans, severance, vacation, holiday, educational assistance plans, medical,
dental, hospitalization or health maintenance organization plans, arrangements
for the payment of compensation other than in cash, or any other plan or
arrangement which constitutes an "employee benefit plan" within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), for the
benefit of the employees or former employees or their survivors, dependents or
beneficiaries (all of which are referred to as the "Benefit Plans") which
Contributing Party has maintained or contributed to during the past two
years.  All of the employees or former employees engaged in the
Business will be paid by Contributing Party as of the Closing Date for services
rendered prior to the Closing Date, and all payments, contributions and benefits
required to be made or provided by Contributing Party under the Benefit Plans on
and after the Closing Date will be paid by Contributing Party, except that
Company will assume all accumulated paid time off ("PTO") as of the Closing Date,
for each employee hired by Company.  Except for the PTO assumed by
Company, Contributing Party acknowledges and agrees that, on and after the
Closing Date, Company will have no liability to any employee or former employee
engaged in the Business, or any of their survivors, dependents or beneficiaries,
under any of the Benefit Plans.  None of those employees or former
employees, or their survivors, dependents or beneficiaries, are covered by any
retiree health insurance plan maintained or contributed to by Contributing
Party.  None of the Assets are subject to a lien under Section 4068 of
ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), or any other
provision of ERISA or the Code and there is no basis for the assertion of any
such lien with respect to the Assets whether prior to or subsequent to the
consummation of the transactions contemplated by this Agreement.  None
of the employees or former employees are covered by any Benefit Plan subject to
Title IV of ERISA or Section 412 of ERISA.
  8
  7.8.4      Labor
Matters.  There are no controversies pending between
Contributing Party and any of the employees of Contributing Party engaged in the
Business which have affected or would affect materially and adversely the Assets
or financial condition or the results of operations of the
Business.  During the two-year period before the date of this
Agreement, Contributing Party has complied in all material respects with all
applicable laws, rules and regulations relating to the employment of labor with
respect to the Business.  There are no unfair labor practice charges
or controversies pending or in process or, to Contributing Party's knowledge,
threatened between Contributing Party and any present or former employee nor
complaints received or to the knowledge of Contributing Party threatened or on
file with any federal, state or local governmental agency alleging employment
discrimination or other unfair labor practice.
  7.8.5      Entitlements.  Contributing
Party has delivered or made available to Company a complete listing of all
employees engaged in the Business currently on leave under the provisions of the
Family and Medical Leave Act of 1993 ("FMLA").
  7.8.6      Collective Bargaining
Agreements.  There are no collective bargaining agreements
applicable to the employees engaged in the Business.
  7.8.7      Benefit Plan
Liabilities.  Contributing Party has delivered or made
available to Company a complete listing of all employees engaged in the Business
(or related plan participants) currently receiving insurance continuation or
conversion benefits pursuant to the Consolidated Omnibus Budget Reconciliation
Act ("COBRA") or state
law.  Contributing Party shall continue all such insurance
continuation benefits as required under applicable law, and shall additionally
provide insurance continuation benefits to those employees (or related plan
participants) who are terminated by Contributing Party at or prior to the
Closing and who are not hired by Company, all to the extent and for the duration
required by applicable federal and state law.  All Benefit Plan
liabilities of every kind and nature for all periods prior to the Closing or
incurred as a result of the transaction contemplated by this Agreement are the
express responsibility of Contributing Party without limitation or
qualification.
  9
  7.8.8      Immigration
Matters.
  (a)           Current
Employees.  With respect to all current employees (as defined
in Section 274a.1(f) of Title 8, Code of Federal Regulations) of Contributing
Party that are engaged in the Business, a true and complete list of, and true
and complete copies of, all Forms I-9 (Employment Eligibility Verification
Forms) completed pursuant to the Immigration Reform and Control Act of 1986, as
amended, and all regulations promulgated thereunder ("IRCA") and any and all copies
of documentation, records or other papers retained with Forms I-9 (Employment
Eligibility Verification Forms), have been previously delivered to
Company.  Contributing Party has complied with IRCA with respect to
the completion of Forms I-9 for all current employees and the reverification of
the employment status of any and all current employees whose employment
authorization documents indicated a limited period of employment
authorization.
  (b)           Former
Employees.  With respect to all former employees who left the
employment of the Business within two years prior to Closing, Contributing Party
has complied with IRCA with respect to the maintenance of Forms I-9 for at least
three years after the date of hire or for one year beyond the date of
termination, whichever is later.  A true and complete list of all
terminated employees engaged in the Business and hired by Contributing Party
less than two years prior to Closing or terminated less than one year prior to
Closing, true and complete copies of all Forms I-9 maintained for former
employees pursuant to IRCA, and any and all copies of documentation, records or
other papers retained with Forms I-9, have been previously delivered to
Company.
  (c)           Visa
Status.  Contributing Party has not hired any individuals
working under INS authorization in E, F, H, J, L, M, N, O, P or TN Visa
Status.
  (d)           Authorization to Work in
U.S.  Contributing Party has not knowingly (as defined in
Section 274a.1(l) of Title 8, Code of Federal Regulations) hired or continued to
employ an unauthorized alien in the United States.  Within the 24
months preceding the execution of this Agreement, Contributing Party has not
received any written notice of any inspection or investigation relating to its
alleged noncompliance with or violation of IRCA, nor has it been warned, fined
or otherwise penalized by reason of any failure to comply with
IRCA.
  (e)           Effect of
Transaction.  The consummation of the transactions contemplated
by this Agreement does not (i) give rise to any liability for failure to
complete and update Forms I-9, or (ii) give rise to any liability for the
employment of individuals not authorized to work in the United States or cause
any current employee to become unauthorized to work in the
United States.
  7.9         Condition and Sufficiency of Tangible
Purchased Assets.The tangible Assets (a) are fit and
usable in all material respects for the purposes for which they are presently
being used; (b) are in good operating condition and repair, ordinary wear
and tear excepted; (c) will not require major overhaul or repair in the
immediate future, (d) conform with all applicable laws, rules and
regulations; (e) except for the Excluded Assets, constitute all of the
assets and properties used by Contributing Party in connection with the
operation of the Business; and (f) except for the Excluded Assets, are
sufficient in both quantity and quality to conduct the operations of the
Business as previously conducted.
  7.10       Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
governmental or quasi-governmental agency, authority, commission, board or other
body (collectively, a "Governmental Body") is
required on the part of Contributing Party in connection with the transactions
contemplated by this Agreement.
  10
  7.11       Financial
Information.  Prior to the date of this Agreement, Contributing
Party has delivered to Company all financial information related to the Business
as conducted by Contributing Party for the two years preceding the Effective
Date (the "Financial
Information").  The Financial information presents fairly the
financial condition of Contributing Party at the dates specified and the results
of its operations for the periods specified.  The Financial
Information does not contain any items of a special or nonrecurring nature,
except as expressly stated therein.  The Financial Information
accurately and fairly reflects in all material respects all material
transactions of, acquisitions and dispositions of assets by, and incurrence of
liabilities by Contributing Party.
  7.12       Absence of Undisclosed
Liabilities.  At Closing, the Business as conducted by
Contributing Party will have no liabilities except for (a) liabilities
disclosed in this Agreement and its Exhibits and Schedules; (b) trade
payables and accrued expenses arising in the ordinary course of business
consistent with past practices; and (c) obligations to be performed in the
ordinary course of business consistent with past practice under Material
Agreements.
  7.13       Absence of Material
Changes.Except for the
transactions contemplated by this Agreement, since January 1, 2009, there has
not been:
  7.13.1    any
material adverse change in the Business;
  7.13.2    any
damage, destruction or loss to any tangible Asset not adequately covered by
insurance, which uninsured damage, destruction or loss materially and adversely
affects the Business or Assets, nor has there been any damage, destruction or
loss to any tangible Asset (other than operating losses determined without
regard to insurance coverage), aggregating more than $5,000;
  7.13.3    any
union organizational activities, strikes, work stoppages, or other material
labor trouble;
  7.13.4    any
new Encumbrance (other than those arising by operation of law) created on any of
the Assets, or assumed by Contributing Party with respect to any of the
Assets;
  7.13.5    any
sale, transfer, removal from the Business premises or other disposition of any
material tangible asset of Contributing Party (excluding any Excluded Asset)
except for (i) sales of inventories and (ii) assets consumed or
disposed of in the ordinary course of business;
  7.13.6    any
action taken by Contributing Party to amend, terminate or waive any material
right relating to the Business other than in the ordinary course of
business;
  7.13.7    any
transfer or grant of any material rights under any leases, licenses, agreements,
trademarks or trade names used in Contributing Party's business;
  7.13.8    any
transaction, contract or commitment made or entered into other than in the
ordinary course of business;
  11
  7.13.9    any
material change with respect to the operations of the Business, including the
method of accounting, or any loss of or material change with respect to any
supplier or distributor relationships;
  7.13.10  any
change in accounting methods or principles used by Contributing Party with
respect to the Business;
  7.13.11  any
other event or condition of any character subject to Contributing Party's
control or caused by Contributing Party and materially and adversely affecting
the results of the Business; or
  7.13.12  any
agreement of Contributing Party to take any of the actions described in the
preceding clauses, except as contemplated by this Agreement.
  7.14       Compliance With
Laws.  Contributing Party's use, operation and maintenance of
the Assets during the past five years has been in material compliance with, and
has not violated or contravened in any material respect, all applicable
statutes, laws, ordinances, decrees, orders, rules or regulations of any
Governmental Body, including without limitation, federal, state and local laws
relating to employment and labor matters.
  7.15       Permits.  Contributing
Party owns or possesses from each appropriate Governmental Body all right, title
and interest in and to all permits, licenses, authorizations, approvals, quality
certifications, franchises or rights (collectively, "Permits") issued by any
Governmental Body required in connection with the conduct of the
Business.  No loss or expiration of any such Permit is pending,
threatened or reasonably foreseeable, other than expiration in accordance with
the terms thereof.
  7.16       Material
Agreements.
  7.16.1    Contributing
Party has delivered or made available to Company each agreement and arrangement
relating to the Business, whether written or oral, (x) to which
Contributing Party is a party or by which Contributing Party or any of the
Assets is bound and (y) that is
material to the Business or the Assets (collectively, the "Material Agreements"),
including without limitation (i) any product development, supply or other
agreements or arrangements pursuant to which third parties are or will be
entitled or obligated to purchase or use any of the Assets; (ii) any leases
or licenses with a term of 30 days or more; (iii) any capital or operating
leases or conditional sales agreements relating to vehicles or equipment;
(iv) any employment, consulting, noncompetition, separation, collective
bargaining, union or labor agreements or arrangements; (v) any agreement
evidencing, securing or otherwise relating to any indebtedness in excess of
$1,000 for which Contributing Party has any liability, (vi) any agreement
with or for the benefit of any director, officer or employee of Contributing
Party, or any affiliate or family member thereof; and (vii) any other
agreement or arrangement pursuant to which Contributing Party could be required
to make or be entitled to receive aggregate payments in excess of $1,000 and
which is not cancelable without penalty upon 30 days' notice.
  7.16.2    Contributing
Party has performed all of its obligations in all material respects under each
Material Agreement, and there exists no breach or default (or event that with
notice or lapse of time would constitute a breach or default) of any material
provision under any Material Agreement.
  12
  7.16.3    Each
Material Agreement is valid, binding and in full force and effect and
enforceable in accordance with its respective terms, subject to the effects of
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and to general principles of
equity.  There has been no termination or threatened termination or
notice of default, under any Material Agreement.  Contributing Party
has delivered to Company a copy of each written Material Agreement.
  7.16.4    No
consent of any person or Governmental Body is required in connection with the
assignment to and assumption by Company of any Material Agreement in connection
with the transactions contemplated by this Agreement.
  7.17       Intellectual Property
Rights.  Contributing Party has delivered or made available to
Company a complete list of all patents, trademarks, service marks, trade names,
domain names and copyrights, and applications for and licenses (to or from
Contributing Party) with respect to any of the foregoing that is (a) owned
by Contributing Party and used by or useful to the Business, or (b) used by
Contributing Party with respect to the Business.  Contributing Party
owns or has the unrestricted right to use all Intellectual Property and all
other computer software and software licenses, intellectual property,
proprietary information, trade secrets, material and manufacturing
specifications, drawings and designs included in the Assets or necessary in
connection with the operation of the Business without infringing on or otherwise
acting adversely to the rights or claimed rights of any
person.  Contributing Party is not obligated to pay any royalty or
other consideration to any person in connection with the use of any such
Intellectual Property.  No person is infringing on the rights of
Contributing Party in any of its Intellectual Property.
  7.18       Software.
  7.18.1    The
Software will perform in accordance with the Documentation; however,
Contributing Party does not warrant that the operation of the Software will be
uninterrupted or error-free;
  7.18.2    The
Documentation contains an accurate and complete list of all third party software
and the minimum hardware requirements necessary to operate the
Software;
  7.18.3    The
Software is compatible with and runs on the combination of the servers or other
computer hardware (regardless of location, type of number of processors),
operating system and other technical architecture elements with which the
Software is designed to operate, specified in, and in any operating environment
described in, the Documentation;
  7.18.4    The
media on which the Software is delivered will be free from defects;
  7.18.5    the
Software delivered by Licensor does not contain any computer code that is
designed to:
  13
  (a)           Disrupt,
disable, erase, alter, harm, or otherwise impair in any manner the operation of
the Software or any other software, firmware, files, data, hardware, computer
software or networks (sometimes referred to as "viruses" or "worms");
or
  (b)           Disrupt,
disable, erase, alter, harm, or otherwise impair in any manner the operation of
the Software based on the elapse of a period of time, exceeding an authorized
number of copies, users or Servers or the advancement to a particular date or
other numeral (sometimes referred to as "time bombs," "time locks," or "drop
dead" devices); or
  (c)           Permit
Contributing Party to access the Software to disable or impair in any way its
operations (sometimes referred to as "traps," "access codes" or "trap door"
devices) or any other similar harmful, malicious or hidden procedures, routines
or mechanisms that would cause the Software to cease functioning or to damage or
corrupt data, storage media, programs, equipment or communications, or otherwise
interfere with the users' operations, including Trojan horses; or
  (d)           Perform
any other functions other than those specified in the
Documentation.
  7.19       Principal Customers and
Suppliers.  Contributing Party has delivered or made available
to Company a list of the ten largest hospital customers of the Business by
dollar volume (with the amount of revenues attributable to each such hospital
customer) for the 11 months ended November 30, 2009 and for the year
2008.  CarePayment, LLC is the sole supplier of hospital recourse
consumer credit accounts of the Business.
  7.20       Trade Payables.  The
trade payables constituting Assumed Liabilities represent bona fide and
undisputed obligations of Contributing Party relating only to the Business and
were incurred by Contributing Party in the ordinary course of
business.
  7.21       Brokers.  All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by Company directly with Contributing Party without the
intervention of any person or entity on behalf of Company in such manner as to
give rise to any valid claim by any person or entity against Contributing Party
for a finder's fee, brokerage commission, or similar payment.
  7.22       Disclosures.  No
representation or warranty or other statement made by Contributing Party in this
Agreement, the Disclosure Schedule and any other documents or certificates
delivered in connection with this Agreement contains any untrue statement or
omits to state a material fact necessary to make any of them, in light of the
circumstances in which it was made, not misleading.
  8.           Representations and Warranties of
Company.  Company represents and warrants to Contributing Party
as follows:
  8.1         Authorization.  Company
is a limited liability company duly organized and validly existing under the
laws of the State of Oregon.  Company has all requisite limited
liability company power and authority to enter into this Agreement and to
consummate the transactions contemplated in this Agreement.  Company's
execution and delivery of this Agreement and consummation of the transactions
contemplated by this Agreement have been duly authorized by all requisite
organizational action.  This Agreement has been duly executed and
delivered by Company and constitutes the valid and binding obligation of Company
enforceable in accordance with its terms.
  14
  8.2         No Conflicts.  The
execution and delivery by Company of this Agreement do not, and the performance
by Company of its obligations hereunder and thereunder and the consummation of
the transactions contemplated hereby and thereby will not:
  8.2.1      conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Amended and Restated Articles of Incorporation, as amended, or
Bylaws of Company; or
  8.2.2      conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation, order, or judgment applicable to
Company.
  8.3         Litigation.  There
are no pending claims, litigation, investigation, tax audit or proceedings of
any nature against Company or to which Company is a party which could in any way
impair Company's ability to fully perform its obligations under this
Agreement.
  8.4         Brokers.  All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by Company directly with Contributing Party without the
intervention of any person or entity on behalf of Company in such manner as to
give rise to any valid claim by any person or entity against Contributing Party
for a finder's fee, brokerage commission, or similar payment.
  9.           Indemnification.
  9.1         Contributing Party
Indemnification.  Contributing Party will defend, indemnify and
hold Company and its directors, shareholders, employees, agents, successors and
assigns harmless from and against any and all claims, losses or liabilities
(including reasonable attorney fees, court costs and expenses of investigation
as determined by a court of competent jurisdiction) incurred by any such
indemnified party:  (i) as a result of any breach of any of
Contributing Party's representations, warranties or covenants contained in this
Agreement or (ii) with respect to any liability of Contributing Party
arising out of Contributing Party's operation of the Business or use of the
Assets prior to the Closing Date.
  9.2         Company
Indemnification.  Company will defend, indemnify and hold
Contributing Party and its respective directors, shareholders, employees,
agents, successors and assigns harmless from and against any and all claims,
losses or liabilities (including reasonable attorney fees, court costs and
expenses of investigation as determined by a court of competent jurisdiction)
incurred by any indemnified party:  (i) as a result of any breach
of any of Company's representations, warranties or covenants contained in this
Agreement, (ii) with respect to any of the Assumed Liabilities or
(iii) with respect to Company's use of the Assets following the Closing
Date.
  15
  9.3         Notice and Defense of
Claims.  If either party to this Agreement ("Indemnitee") receives notice
or otherwise obtains knowledge of any matter with respect to which the other
party to this Agreement ("Indemnitor") may become
obligated to hold harmless or indemnify Indemnitee under this Section9, then Indemnitee
will promptly deliver to Indemnitor a written notice describing such matter,
provided that the failure to promptly deliver such notice will not affect the
indemnification obligation except to the extent the Indemnitor is prejudiced or
injured thereby.  If such matter involves a third party, Indemnitor
will have the right, at its option, to assume the defense of such matter at its
own expense and with its own counsel, provided that such counsel does not have
an actual or potential conflict of interest.  If Indemnitor elects to
and does assume the defense of such matter, (a) Indemnitee will fully
cooperate as reasonably requested by Indemnitor in the defense or settlement of
such matter, (b) Indemnitor will keep Indemnitee reasonably informed of
developments and events relating to such matter, and (c) Indemnitee will
have the right to participate without interfering with Indemnitor or its
counsel, at its own expense, in the defense of such matter.  So long
as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee
will not settle or compromise or attempt to contact any other parties to the
dispute in such matter.  Unless and until the Indemnitor assumes the
defense with respect to such matter, Indemnitee will have the right (but not the
obligation) to defend itself, or to enter into any reasonable settlement of such
matter, without prejudice to any right of recovery against
Indemnitor.
  9.4         Payments to Indemnified
Parties.  An Indemnitor with an indemnification obligation
under this Section9 will
promptly reimburse each Indemnitee for all amounts owed under this Section9 from time to time
at the Indemnitee's request.
  9.5         Survival of
Representations.  The representations and warranties set forth
in this Agreement will survive from and after the Closing Date through the
applicable statute of limitations (and thereafter, to the extent a claim or
action is made prior to such period, until such claim or action is finally
resolved).  No claim for indemnification pursuant to this Section will
be made by any party based upon a breach or alleged breach of any representation
or warranty unless written notice of such claim or action is received by the
party against whom indemnification is sought prior to expiration of the survival
period.
  9.6         Offset
Rights.  Company will be entitled to offset, dollar for dollar,
claims for indemnity against Contributing Party under this Section9 against all sums
owed to Contributing Party by Company under the Administrative Services
Agreement.
  10.         Termination.
  10.1       Termination
Events.  Except as provided in Section10.2, this Agreement
may be terminated at any time prior to the Closing:
  10.1.1    by
mutual written consent of Contributing Party and of Company;
  10.1.2    by
Contributing Party or Company if the Closing has not occurred by
January 31, 2010;
  10.1.3    by
Contributing Party or Company if:  (a) there is a final
nonappealable order of a Governmental Body in effect permanently restraining,
enjoining or otherwise prohibiting consummation of the transactions contemplated
by this Agreement; or (b) there is any statute, rule, regulation or order
enacted, promulgated or issued or deemed applicable to the Agreement after the
date of this Agreement by any Governmental Body that would make consummation of
the transactions contemplated by this Agreement illegal;
  16
  10.1.4    by
Company if it is not in material breach of any of its representations,
warranties, covenants or agreements contained in this Agreement and there has
been a breach of any representation, warranty, covenant or agreement contained
in this Agreement on the part of Contributing Party, or if any representation or
warranty of Contributing Party has become untrue, or in any case if any of the
conditions set forth in Section3.1 or Section3.2 would not be
satisfied; provided, that, if such inaccuracy in such representations and
warranties or breach by Contributing Party is curable through the exercise of
commercially reasonable efforts, then Company may terminate this Agreement under
this Section10.1.4 only if the
breach is not cured within 30 days after the date of written notice from Company
of such breach (but no cure period will be required for a breach which by its
nature cannot be cured); or
  10.1.5    by
Contributing Party if it is not in material breach of any of its
representations, warranties, covenants or agreements contained in this Agreement
and there has been a material breach of any representation, warranty, covenant
or agreement contained in this Agreement on the part of Company such that the
conditions set forth in Section3.2.1 or Section3.2.2 would not be
satisfied; provided, that, if such inaccuracy in Company's representations and
warranties or breach by Company is curable by Company through the exercise of
its commercially reasonable efforts, then Contributing Party may terminate this
Agreement under this Section10.1.5 only if the
breach is not cured within 30 days after the date of written notice from
Contributing Party of such breach (but no cure period will be required for a
breach which by its nature cannot be cured).
  10.2       Notice of Termination; Effect of
Termination.  Except as set forth in Section10.1.1 any
termination of this Agreement under Section10.1 will be
effective immediately upon the delivery of a valid written notice of the
terminating party to the other party.  Where action is taken to
terminate this Agreement pursuant to Section10.1, the terminating
party must promptly deliver to the other party a notice setting forth the reason
for the termination and the specific Section and subsection (as applicable) of
this Agreement upon which the right of termination is based.  In the
event of termination of this Agreement as provided in Section10.1, this Agreement
will become void and there will be no liability on the part of any party to this
Agreement, or their respective officers, directors, managers, members or
shareholders; provided that each party will remain liable for any breaches of
this Agreement prior to its termination.
  11.         Miscellaneous
Provisions.
  11.1       Successors and
Assigns.  This Agreement will be binding upon and will inure to
the benefit of the parties and their respective successors and permitted
assigns.  The foregoing notwithstanding, neither party will be
permitted to assign its rights or delegate its obligations under this Agreement
to another party without the prior written consent of the other party to this
Agreement.
  11.2       Notices.  Each
notice, consent, request, or other communication required or permitted under
this Agreement will be in writing, will be delivered personally or sent by
certified mail (postage prepaid, return receipt requested) or by a recognized US
overnight courier, and will be addressed as follows:
  17
  If
      to Company:
              WS
      Technologies LLC
 Attn:  President
 5300
      SW Meadows Road, Suite 400
 Lake
      Oswego, OR 97035
 
 If
      to Contributing Party:
              Aequitas
      Capital Management, Inc.
 Attn:  Legal
      Department
 5300
      SW Meadows Road, Suite 400
 Lake
      Oswego, OR 97035
 
 Each
notice, consent, request, or other communication will be deemed to have been
received by the party to whom it was addressed (a) when delivered if
delivered personally; (b) on the second business day after the date of
mailing if mailed; or (c) on the date officially recorded as delivered
according to the record of delivery if delivered by overnight
courier.  Each party may change its address for purposes of this
Agreement by giving written notice to the other party in the manner set forth
above.
 
 11.3       Alterations and
Waivers.  The waiver, amendment or modification of any
provision of this Agreement or any right, power or remedy under this Agreement,
whether by agreement of the parties or by custom, course of dealing or trade
practice, will not be effective unless in writing and signed by the party
against whom enforcement of such waiver, amendment or modification is
sought.  No failure or delay by either party in exercising any right,
power or remedy with respect to any of the provisions of this Agreement will
operate as a waiver of such provisions with respect to such
occurrences.
  11.4       Governing Law.  This
Agreement will be construed, governed and enforced in accordance with the laws
of the State of Oregon, without regard to its choice of law
provisions.
  11.5       Exhibits and
Schedules.  The exhibits and schedules attached to this
Agreement are incorporated into and are a part of this Agreement.
  11.6       Integration and Entire
Agreement.  This Agreement and the exhibits and schedules and
other documents referred to in this Agreement set forth the entire understanding
between the parties and supersede all previous and contemporaneous written or
oral negotiations, commitments, understandings, and agreements relating to the
subject matter of this Agreement and merge all prior and contemporaneous
discussions between the parties.
  11.7       Counterparts and
Delivery.  This Agreement may be executed in
counterparts.  Each counterpart will be considered an original, and
all of them, taken together, will constitute a single Agreement.  This
Agreement may be delivered by facsimile or electronically, and any such delivery
will have the same effect as physical delivery of a signed
original.  At the request of any party, the other party will confirm
facsimile or electronic transmission signatures by signing an original
document.
  18
  11.8       Definitions.  Whenever
used in this Agreement, (a) the term "including" will be deemed to mean
"including without limitation", (b) the term "person" will be deemed to
mean any natural person, corporation, limited liability company, partnership or
other entity, and (c) the terms "will" and "shall" have the same
meaning.
  11.9       Attorney Fees.  In
the event suit or action is instituted to interpret or enforce this Agreement,
the prevailing party will be entitled to recover its attorney's fees, including
those incurred on appeal, as determined by the court or arbitrator.
  11.10     Specific
Performance.  The parties acknowledge they would be irreparably
damaged if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that monetary damages would provide an
inadequate remedy.  Accordingly, in addition to any other remedy at
law or in equity, the nonbreaching party will be entitled to injunctive relief
to prevent breaches of this Agreement and specifically to enforce this Agreement
without the need for posting any bond or other security.
  11.11     Rules of
Construction.  The parties have been represented by separate
counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the parties drafting such agreement or document.
 
 [Signature
Page Follows]
  19
  IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first above written.
 
 COMPANY:
                      WS
      Technologies LLCBy
      microHelix, Inc., its ManagerByNameIts
 
 CONTRIBUTING
      PARTY:
                  AEQUITAS
      CAPITAL MANAGEMENT, INC.ByRobert
      J. JesenikPresident
 
 Signature
Page to WS Technologies, LLC Contribution Agreement (ACM)







Exhibit
D





Form of Contribution
Agreement with CarePayment, LLC











CONTRIBUTION
AGREEMENT
 
 This Agreement is made and entered into
effective as of December 30, 2009 (the "Effective Date"), by and
between WS Technologies LLC dba Windswept Technologies, an Oregon limited
liability company ("Company"), and CarePayment,
LLC, an Oregon limited liability company ("Contributing
Party").
 
 Background
 
 A.  Contributing
Party owns the marks CarePayment® and CarePayment.com, including all stylized
versions and logos associated with such trademarks (the "Marks"), and the Internet
domain name "CarePayment.com", including all lower-level internet domain names
for which "CarePayment.com" is a root or parent, whether in the form of an
address for use in electronic mail transfer, a Uniform Resource Locator or other
form suitable for specifying the location of an electronic data file over a
distributed computer network (the "Domain Name").
 
 B.  Contributing
Party and certain other parties have entered into an Operating Agreement (the
"Operating Agreement")
pursuant to which Company will service and collect consumer receivables
generated by hospitals on a recourse basis with respect to the hospital as a
result of the contribution of the Assets (defined below) by Contributing Party
and certain assets contributed by the other parties to the Operating Agreement,
who collectively will own all of the ownership interests in
Company.
 
 C.  Contributing
Party wishes to make the contribution of Assets in return for the receipt of
ownership interests of Company.
 
 Agreement
 
 In consideration of the mutual promises
and covenants set forth in this Agreement, the parties agree as
follows:
 
 1.           Contribution of
Assets.
  1.1          Contribution.  Subject
to the terms and conditions set forth in this Agreement, Contributing Party
agrees to transfer the Marks, the Domain Name and all goodwill related to the
Marks and the Domain Name to Company at Closing (defined below) (collectively,
the "Assets"), free and
clear of all mortgages, liens, security interests, pledges, encumbrances,
claims, conditions and restrictions, of any nature whatsoever, direct or
indirect, whether accrued, absolute or contingent, known or unknown
(collectively, "Encumbrances").
  1.2           Assets not to be
Transferred.  Contributing Party will retain, and Company will
not acquire, any assets of Contributing Party not specifically identified in
Section 1.1
above.
  1.3           No Assumed
Liabilities.  Other than the Assumed Contracts, Company will
not assume or agree to pay, perform, or discharge, and Contributing Party will
remain liable for, any cost, debt, obligation, tax, or liability, whether known
or unknown, contingent or otherwise, of Contributing Party of any kind or nature
whatsoever.
  
  2.           Ownership
Interests.  Concurrently with Contributing Party's contribution
of the Assets to Company at Closing, and in exchange for the Assets, Company
will issue to Contributing Party a 22% ownership interest in Company, which will
be held by Contributing Party pursuant to the terms of and will have all of the
rights set forth in the Operating Agreement.
  3.           Closing.The
closing of the transactions contemplated by this Agreement (the "Closing") will take place at
the offices of Tonkon Torp LLP at 1600 Pioneer Tower, 888 SW Fifth Avenue,
Portland, Oregon 97204, at 10:00 a.m. Pacific Time on December 31,
2009, or at such other place or time as Company and Contributing Party mutually
agree (the "Closing
Date").
  3.1         Company's Conditions to
Closing.  The obligations of Company to consummate the Closing
and otherwise effect the transactions contemplated by this Agreement are subject
to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, exclusively by
Company:
  3.1.1      Representations and
Warranties.  The representations and warranties of Contributing
Party in this Agreement will be true and correct as of the Closing as if made as
of the Closing, except (i) for changes contemplated by this Agreement, and
(ii) for those representations and warranties which address matters only as
of a particular date (which will be true and correct as of such particular
date).
  3.1.2      Agreements and
Covenants.  Contributing Party will have performed or complied
in all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the
Closing.
  3.1.3      Certificate.  Company
will have been provided with a certificate executed by Contributing Party to the
effect that, as of the Closing the conditions set forth in Sections 3.2.1 and
3.2.2 have been
duly satisfied.
  3.1.4      Transfer Documents; Other
Agreements.  At Closing, Company will have
received:
  (a)           A
Trademark Assignment in the form of attached Exhibit
A;
  (b)           A
Domain Name Assignment in the form of attached Exhibit
B;
 
 (b)           A
Servicing Agreement in the form of attached Exhibit C executed by
Contributing Party;
 
 (c)           A
fully executed Contribution Agreement between Company and Aequitas Capital
Management, Inc. in the form attached as Exhibit D;
 
 (d)           A
fully executed Contribution Agreement between Company and microHelix, Inc. in
the form attached as Exhibit E;
and
 
 (e)           A
fully executed Operating Agreement.
  2
 
 3.1.5      Suits, Actions or
Proceedings.  No suit, action, arbitration or other proceeding
will be pending before any court, arbitrator or Governmental Body which may
result in the restraint or prohibition of the consummation of the transactions
contemplated by this Agreement.
  3.1.6      No Material Adverse
Change.  There will not have occurred since the date of this
Agreement any event, change, effect, occurrence or state of facts individually
or in the aggregate which has had or could have a material adverse effect on the
ability of the parties to effect the transactions under this
Agreement.
  3.1.7      Due Diligence
Review.  Company will have been satisfied, in its sole
discretion, with its due diligence review of the Assets, including Company's
review of Exhibits and Schedules to be attached to this Agreement at or prior to
Closing.
  3.2         Contributing
Party's Conditions to Closing.  The obligations of Contributing
Party to consummate the Closing and otherwise effect the transactions
contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing of each of the following conditions, any of which may be waived, in
writing, exclusively by Contributing Party:
  3.2.1      Representations and
Warranties.  The representations and warranties of Company in
this Agreement will be true and correct as of the Closing as if made as of the
Closing, except (i) for changes contemplated by this Agreement, and
(ii) for those representations and warranties which address matters only as
of a particular date (which will be true and correct as of such particular
date).
  3.2.2      Agreements and
Covenants.  Company will have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Closing.
  3.2.3      Certificate.  Contributing
Party will have been provided with a certificate executed by Company to the
effect that, as of the Closing the conditions set forth in Sections 3.2.1and 3.2.2 have been duly
satisfied.
  3.2.4      Operating
Agreement.  At Closing, Contributing Party will have received a
fully executed Operating Agreement.
  4.           Other Agreements.
  4.1         Further
Assurances.  At any time or from time to time after the
Closing, at Company's request and without further consideration, Contributing
Party will execute and deliver to Company such other instruments of transfer,
conveyance, assignment, and confirmation, provide such materials and
information, and take such other actions as Company may reasonably deem
necessary in order more effectively to transfer, convey, and assign to Company,
and to confirm Company's title to, all of the Assets, and, to the fullest extent
permitted by law, to put Company in actual possession and operating control of
the Assets and to assist Company in exercising all rights with respect thereto,
and otherwise to cause Contributing Party to fulfill its obligations under this
Agreement.
  3
  4.2         Operations Pending
Closing.Contributing Party agrees that from the date of this
Agreement to the Closing:
  4.2.1      Contributing
Party will operate the Assets in a manner designed to preserve and protect its
business, goodwill and relationships with its vendors, suppliers, customers and
others; and comply, in all material respects, with all applicable
laws.
  4.2.2      Contributing
Party will not do, or omit to do, any act which will cause a material breach of
any commitment or obligation related to the Assets or amend, terminate or waive
any material right of substantial value relating to the Assets.
  5.           Taxes.Contributing
Party will be responsible for and will pay when due the entire amount of any
sales, use, transfer, excise, documentary and other like taxes or recording,
filing or notary fees imposed by any state or governmental subdivision within
such state in connection with the transfer of the Assets.  Personal
property taxes, if any, and all other prorations relating to the Assets, if any,
will be made as of the Closing Date.
  6.           Risk of Loss.All
right, title and interest and risk of loss with respect to the Assets will be
deemed to have passed to Company at Closing.
  7.           Representations and Warranties of
Contributing Party.Except as is otherwise disclosed on Schedule 7 to
this Agreement (the "Disclosure
Schedule") Contributing Party represents and warrants to Company
that:
  7.1         Authorization.  Contributing
Party is a limited liability company duly organized and validly existing under
the laws of the state of Oregon.  Contributing Party has all requisite
organizational power and authority to enter into this Agreement and to
consummate the transactions contemplated by this
Agreement.  Contributing Party's execution and delivery of this
Agreement and consummation of the transactions contemplated by this Agreement
have been duly authorized by all requisite organizational action and
Contributing Party has duly executed and delivered this Agreement, which
constitutes the valid and binding obligation of Contributing Party, enforceable
in accordance with its terms.  Contributing Party has made available
to Company true, correct and complete copies of Contributing Party's authorizing
board and shareholder resolutions relating to the transactions contemplated by
this Agreement.
  7.2         Investment.  Contributing
Party is not acquiring the ownership interest issued to it under the Operating
Agreement with a view to or for sale in connection with any further distribution
thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").
  7.3         Accredited
Investor.  Contributing Party is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act.
  7.4         Title to
Assets.  Contributing Party has good and marketable title to
all of the Assets, all of the Assets are free and clear of restrictions on or
conditions to transfer, and Contributing Party at Closing will transfer to
Company good title to all of the Assets, free and clear of any Encumbrances
(other than under any Assumed Liabilities).  The Closing will convey
to and vest in Company good and marketable title to the Assets, free and clear
of any Encumbrances (other than under the Assumed
Liabilities).  Immediately after the Closing Company will have the
right to use and exploit the Assets on substantially similar terms and
conditions as Contributing Party enjoyed immediately prior to the
Closing.
  4
  7.5         Intellectual
Property.
  7.5.1      Marks.  The Marks
(i) have not been abandoned and are not currently the subject of any active
opposition, invalidation or cancellation proceeding; and (ii) are not the
subject of any threatened opposition, invalidation or cancellation proceeding,
and there is no basis for any such opposition, invalidation or cancellation
proceeding in connection with the Marks.  The Marks are currently in
compliance with formal legal requirements (including the timely
post-registration filing of affidavits of use and incontestability and renewal
applications).  Other than for filing fees, renewal fees or similar
fees or charges arising in the ordinary course of business, none of the
Trademarks is subject to any maintenance fees or actions required by the
applicable trademark offices governing the Trademarks.
  7.5.2      Domain Name.  The
Domain Name (i) is not currently the subject of any active invalidation or
cancellation proceeding; and (ii) is not the subject of any threatened
invalidation or cancellation proceeding, and there is no basis for any such
invalidation or cancellation proceeding in connection with the Domain
name.  The Domain Name is not subject to any maintenance fees or
actions required by the applicable registrars governing the Domain
name.
  7.6         No Conflicts.  The
execution and delivery by Contributing Party of this Agreement do not, and the
performance by Contributing Party of its obligations under this Agreement and
the consummation of the transactions contemplated hereby and thereby will
not:
  7.6.1      conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Articles of Organization or Operating Agreement of
Contributing Party;
  7.6.2      conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation or order applicable to Contributing Party
or any of the Assets, or conflict with or result in a violation or breach of any
term or provision of any judgment, injunction, decree, ruling or other charge
applicable to Contributing Party or any of the Assets; or
  7.6.3      with
respect to any contract to which Contributing Party is a party or by which any
of the Assets is bound:  conflict with or result in a violation or
breach of such contract, constitute (with or without notice or lapse of time or
both) a default under such contract, require Contributing Party to obtain any
consent, or approval, or give any notice to or make any filing with any person
or entity, or result in the creation or imposition of any Encumbrance upon any
of the Assets under such contract.
  7.7         Litigation.  There
are no pending or threatened, claims, litigation, investigation, tax audit or
proceedings of any nature against Contributing Party or to which Contributing
Party is a party which could result in any Encumbrance on the Assets or in any
way impair Contributing Party's ability to fully perform its obligations under
this Agreement.
  5
  7.8         Disclosures.  No
representation or warranty or other statement made by Contributing Party in this
Agreement, the Disclosure Schedule and any other documents or certificates
delivered in connection with this Agreement contains any untrue statement or
omits to state a material fact necessary to make any of them, in light of the
circumstances in which it was made, not misleading.
  8.           Representations and Warranties of
Company.  Company represents and warrants to Contributing Party
as follows:
  8.1         Authorization.  Company
is a limited liability company duly organized and validly existing under the
laws of the State of Oregon.  Company has all requisite limited
liability company power and authority to enter into this Agreement and to
consummate the transactions contemplated in this Agreement.  Company's
execution and delivery of this Agreement and consummation of the transactions
contemplated by this Agreement have been duly authorized by all requisite
organizational action.  This Agreement has been duly executed and
delivered by Company and constitutes the valid and binding obligation of Company
enforceable in accordance with its terms.
  8.2         No Conflicts.  The
execution and delivery by Company of this Agreement do not, and the performance
by Company of its obligations hereunder and thereunder and the consummation of
the transactions contemplated hereby and thereby will not:
  8.2.1      conflict
with or result in a violation or breach of any of the terms, conditions, or
provisions of the Articles of Organization; or
  8.2.2      conflict
with or result in a violation or breach of any term or provision of any federal,
state, or local law, rule, regulation, order, or judgment applicable to
Company.
  8.3         Litigation.  There
are no pending claims, litigation, investigation, tax audit or proceedings of
any nature against Company or to which Company is a party which could in any way
impair Company's ability to fully perform its obligations under this
Agreement.
  9.           Indemnification.
  9.1         Contributing Party
Indemnification.  Contributing Party will defend, indemnify and
hold Company and its directors, shareholders, employees, agents, successors and
assigns harmless from and against any and all claims, losses or liabilities
(including reasonable attorney fees, court costs and expenses of investigation
as determined by a court of competent jurisdiction) incurred by any such
indemnified party:  (i) as a result of any breach of any of
Contributing Party's representations, warranties or covenants contained in this
Agreement or (ii) with respect to any liability of Contributing Party
arising out of Contributing Party's use of the Assets prior to the Closing
Date.
  9.2         Company
Indemnification.  Company will defend, indemnify and hold
Contributing Party and its respective directors, shareholders, employees,
agents, successors and assigns harmless from and against any and all claims,
losses or liabilities (including reasonable attorney fees, court costs and
expenses of investigation as determined by a court of competent jurisdiction)
incurred by any indemnified party:  (i) as a result of any breach
of any of Company's representations, warranties or covenants contained in this
Agreement, or (ii) with respect to Company's use of the Assets following
the Closing Date.
  6
  9.3         Notice and Defense of
Claims.  If either party to this Agreement ("Indemnitee") receives notice
or otherwise obtains knowledge of any matter with respect to which the other
party to this Agreement ("Indemnitor") may become
obligated to hold harmless or indemnify Indemnitee under this Section 9, then
Indemnitee will promptly deliver to Indemnitor a written notice describing such
matter, provided that the failure to promptly deliver such notice will not
affect the indemnification obligation except to the extent the Indemnitor is
prejudiced or injured thereby.  If such matter involves a third party,
Indemnitor will have the right, at its option, to assume the defense of such
matter at its own expense and with its own counsel, provided that such counsel
does not have an actual or potential conflict of interest.  If
Indemnitor elects to and does assume the defense of such matter,
(a) Indemnitee will fully cooperate as reasonably requested by Indemnitor
in the defense or settlement of such matter, (b) Indemnitor will keep
Indemnitee reasonably informed of developments and events relating to such
matter, and (c) Indemnitee will have the right to participate without
interfering with Indemnitor or its counsel, at its own expense, in the defense
of such matter.  So long as Indemnitor is in good faith defending
Indemnitee in such matter, Indemnitee will not settle or compromise or attempt
to contact any other parties to the dispute in such matter.  Unless
and until the Indemnitor assumes the defense with respect to such matter,
Indemnitee will have the right (but not the obligation) to defend itself, or to
enter into any reasonable settlement of such matter, without prejudice to any
right of recovery against Indemnitor.
  9.4         Payments to Indemnified
Parties.  An Indemnitor with an indemnification obligation
under this Section
9 will promptly reimburse each Indemnitee for all amounts owed under this
Section 9
from time to time at the Indemnitee's request.
  9.5         Survival of
Representations.  The representations and warranties set forth
in this Agreement will survive from and after the Closing Date through the
applicable statute of limitations (and thereafter, to the extent a claim or
action is made prior to such period, until such claim or action is finally
resolved).  No claim for indemnification pursuant to this Section will
be made by any party based upon a breach or alleged breach of any representation
or warranty unless written notice of such claim or action is received by the
party against whom indemnification is sought prior to expiration of the survival
period.
  9.6         Offset
Rights.  Company will be entitled to offset, dollar for dollar,
claims for indemnity against Contributing Party under this Section 9
against all sums owed to Contributing Party by Company under the Servicing
Agreement.
  10.         Termination.
  10.1       Termination
Events.  Except as provided in Section 10.2, this
Agreement may be terminated at any time prior to the Closing:
  10.1.1    by
mutual written consent of Contributing Party and of Company;
  10.1.2    by
Contributing Party or Company if the Closing has not occurred by
January 31, 2010;
  7
  10.1.3    by
Contributing Party or Company if: (a) there is a final nonappealable order
of a Governmental Body in effect permanently restraining, enjoining or otherwise
prohibiting consummation of the transactions contemplated by this Agreement; or
(ii) there is any statute, rule, regulation or order enacted, promulgated
or issued or deemed applicable to the Agreement after the date of this Agreement
by any Governmental Body that would make consummation of the transactions
contemplated by this Agreement illegal;
  10.1.4    by
Company if it is not in material breach of any of its representations,
warranties, covenants or agreements contained in this Agreement and there has
been a breach of any representation, warranty, covenant or agreement contained
in this Agreement on the part of Contributing Party, or if any representation or
warranty of Contributing Party has become untrue, or in any case if any of the
conditions set forth in Section 3.1or
Section 3.2
would not be satisfied; provided, that, if such inaccuracy in such
representations and warranties or breach by Contributing Party is curable
through the exercise of commercially reasonable efforts, then Company may
terminate this Agreement under this Section 10.1.4
only if the breach is not cured within 30 days after the date of written notice
from Company of such breach (but no cure period will be required for a breach
which by its nature cannot be cured); or
  10.1.5    by
Contributing Party if it is not in material breach of any of its
representations, warranties, covenants or agreements contained in this Agreement
and there has been a material breach of any representation, warranty, covenant
or agreement contained in this Agreement on the part of Company such that the
conditions set forth in Section 3.2.1 or
Section 3.2.2
would not be satisfied; provided, that, if such inaccuracy in Company's
representations and warranties or breach by Company is curable by Company
through the exercise of its commercially reasonable efforts, then Contributing
Party may terminate this Agreement under this Section 10.1.5
only if the breach is not cured within 30 days after the date of written notice
from Contributing Party of such breach (but no cure period will be required for
a breach which by its nature cannot be cured).
  10.2       Notice of Termination; Effect of
Termination.  Except as set forth in Section 10.1.1
any termination of this Agreement under Section 10.1
will be effective immediately upon the delivery of a valid written notice of the
terminating party to the other party.  Where action is taken to
terminate this Agreement pursuant to Section 10.1,
the terminating party must promptly deliver to the other party a notice setting
forth the reason for the termination and the specific Section and subsection (as
applicable) of this Agreement upon which the right of termination is
based.  In the event of termination of this Agreement as provided in
Section 10.1,
this Agreement will become void and there will be no liability on the part of
any party to this Agreement, or their respective officers, directors, managers,
members or shareholders; provided that each party will remain liable for any
breaches of this Agreement prior to its termination.
  11.         Miscellaneous
Provisions.
  11.1       Successors and
Assigns.  This Agreement will be binding upon and will inure to
the benefit of the parties and their respective successors and permitted
assigns.  The foregoing notwithstanding, neither party will be
permitted to assign its rights or delegate its obligations under this Agreement
to another party without the prior written consent of the other party to this
Agreement.
  8
  11.2       Notices.  Each
notice, consent, request, or other communication required or permitted under
this Agreement will be in writing, will be delivered personally or sent by
certified mail (postage prepaid, return receipt requested) or by a recognized US
overnight courier, and will be addressed as follows:
  If
      to Company:
              WS
      Technologies LLC
 Attn:  President
 5300
      SW Meadows Road, Suite 400
 Lake
      Oswego, OR 97035
 
 If
      to Contributing Party:
              CarePayment,
      LLC
 Attn:  President
 5300
      SW Meadows Road, Suite 400
 Lake
      Oswego, OR 97035
 
 Each
notice, consent, request, or other communication will be deemed to have been
received by the party to whom it was addressed (a) when delivered if
delivered personally; (b) on the second business day after the date of
mailing if mailed; or (c) on the date officially recorded as delivered
according to the record of delivery if delivered by overnight
courier.  Each party may change its address for purposes of this
Agreement by giving written notice to the other party in the manner set forth
above.
 
 11.3       Alterations and
Waivers.  The waiver, amendment or modification of any
provision of this Agreement or any right, power or remedy under this Agreement,
whether by agreement of the parties or by custom, course of dealing or trade
practice, will not be effective unless in writing and signed by the party
against whom enforcement of such waiver, amendment or modification is
sought.  No failure or delay by either party in exercising any right,
power or remedy with respect to any of the provisions of this Agreement will
operate as a waiver of such provisions with respect to such
occurrences.
  11.4       Governing Law.  This
Agreement will be construed, governed and enforced in accordance with the laws
of the State of Oregon, without regard to its choice of law
provisions.
  11.5       Exhibits and
Schedules.  The exhibits and schedules attached to this
Agreement are incorporated into and are a part of this Agreement.
  11.6       Integration and Entire
Agreement.  This Agreement and the exhibits and schedules and
other documents referred to in this Agreement set forth the entire understanding
between the parties and supersede all previous and contemporaneous written or
oral negotiations, commitments, understandings, and agreements relating to the
subject matter of this Agreement and merge all prior and contemporaneous
discussions between the parties.
  9
  11.7       Counterparts and
Delivery.  This Agreement may be executed in
counterparts.  Each counterpart will be considered an original, and
all of them, taken together, will constitute a single Agreement.  This
Agreement may be delivered by facsimile or electronically, and any such delivery
will have the same effect as physical delivery of a signed
original.  At the request of any party, the other party will confirm
facsimile or electronic transmission signatures by signing an original
document.
  11.8       Definitions.  Whenever
used in this Agreement, (a) the term "including" will be deemed to mean
"including without limitation", (b) the term "person" will be deemed to
mean any natural person, corporation, limited liability company, partnership or
other entity, and (c) the terms "will" and "shall" have the same
meaning.
  11.9       Attorney Fees.  In
the event suit or action is instituted to interpret or enforce this Agreement,
the prevailing party will be entitled to recover its attorney's fees, including
those incurred on appeal, as determined by the court or arbitrator.
  11.10     Specific
Performance.  The parties acknowledge they would be irreparably
damaged if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that monetary damages would provide an
inadequate remedy.  Accordingly, in addition to any other remedy at
law or in equity, the nonbreaching party will be entitled to injunctive relief
to prevent breaches of this Agreement and specifically to enforce this Agreement
without the need for posting any bond or other security.
  11.11     Rules of
Construction.  The parties have been represented by separate
counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the parties drafting such agreement or document.
 
 [Signature
Page Follows]
  10
 
 IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first above written.
 
 COMPANY:
                                    WS
      TECHNOLOGIES LLCBy
      microHelix, Inc., its ManagerByNameIts
  CONTRIBUTING
      PARTY:
                    CAREPAYMENT,
      LLCBy
      Aequitas Capital Management, its ManagerByRobert
      J. Jesenik,
President
  
 Signature
Page to WS Technologies, LLC Contribution Agreement (CarePayment)