exv10w152



 




EXHIBIT 10.152




STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT, dated as of September 3, 2003, is entered
into by and among OPTIMUMCARE CORPORATION, a Delaware corporation (“Buyer”),
and GREGG N. WILLARD and JEANNE M. WILLARD (collectively, “Sellers”). Certain
capitalized terms used herein are defined in Section 9.13 hereof.



     A.     Sellers wish to sell to Buyer, and Buyer wishes to purchase from
Sellers, all of the issued and outstanding shares of capital stock of
Heartline, Inc., a California corporation (“Company”) in exchange for cash, a
promissory note and shares of common stock of OptimumCare Corporation.



     B.     Sellers own all of the issued and outstanding shares of capital stock
(“Shares”) of Company.



     C.     The parties hereto wish to make certain representations, warranties,
covenants and agreements in connection with the purchase of the Shares and also
to prescribe various conditions to such transaction.



     Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:



     1.     PURCHASE AND SALE OF STOCK



          1.1 Shares to be Acquired. Upon the terms and subject to the conditions
of this Agreement, Sellers will sell, transfer, convey, assign and deliver to
Buyer, and Buyer will purchase the Shares from Sellers at the Closing.



          1.2 Purchase Price; Payment. The total consideration to be paid by Buyer
to Sellers for the Shares (the “Purchase Price”) will be:




               (a) Cash Consideration. Two Hundred Fifteen Thousand Dollars ($215,000)
will be payable to Sellers on the Closing Date in immediately available funds.




               (b) Restricted Stock; Price Guarantee. Shares of OptimumCare Corporation
restricted common stock (“OPMC Stock”) valued at Ten Thousand Dollars ($10,000)
with the exact number of shares of OPMC Stock to be determined based on the
last reported trade prior to the Closing (“Closing Price”). Certificates
representing the OPMC stock will be delivered to Sellers as soon as reasonably
practical following the Closing Date. Buyer hereby guarantees that the price
of the OPMC Stock on the one (1) year anniversary of the Closing Date
(“Anniversary Price”) will be not less than the last reported trade prior to
Closing. In the event the Anniversary Price is less than the Closing Price,
Buyer will promptly pay Sellers the difference between the Anniversary Price
and the Closing Price for each share of OPMC Stock.

 







 





               (c) Note Payable. Promissory note, in the form of Exhibit 1.2(c)-1 hereto
(“Note”), in the amount of the lesser of (i) the current balance of the note
payable by Company to Seller at the time of Closing or (ii) $145,000 subject to
adjustment based on the amount of Sales during the 12-months following the
Closing Date as set forth below. For purposes of this Agreement, “Sales” shall
mean the net sales billed and collected for temporary nurse staffing services
provided by Heartline, Inc. or OptimumCare Corporation during the one (1) year
following the Closing Date (i) in Los Angeles County and Orange County,
California, (ii) to any current or former customer of Heartline, Inc. not in
Los Angeles County or Orange County and (iii) to any new customer Not in Los
Angeles County or Orange County created by a direct inquiry to Heartline, Inc.
The Note will bear interest at the rate of three percent (3%) per annum,
interest payable monthly. The principal will be payable, based on the sales
billed and collected beginning on the thirteenth (13th) month following the
Closing Date. Any amount billed but not collected until after the thirteenth
(13th) month, will further adjust the Sales as collected for five (5)
additional months, with any additional Adjusted Note Balance being paid
monthly. The Note will be guaranteed by Company pursuant to a Guaranty in the
form of Exhibit 1.2(c)-2 and secured by the assets of Company pursuant to a
Security Agreement in the form of Exhibit 1.2(c)-3 hereto. Only $63,914.64 of
the Note will be recourse to Buyer and the amount of the Note for which there
is recourse to Buyer will be reduced proportionately by downward adjustments to
the Note and offsets against the Note.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales	 	 	 	 	 	 	 	 	 	 	Note Adjustment	 	Adjusted Note Balance
	
	 	 	 	 	 	 	 	 	 	 	
	 	

	$ 3,000,000 or greater
	 	$	145,000	 	 	$	290,000	 
	$
	 	 	2,750,000	 	 	to	 	$	2,999,999	 	 	$	125,000	 	 	$	270,000	 
	$
	 	 	2,500,000	 	 	to	 	$	2,749,999	 	 	$	100,000	 	 	$	245,000	 
	$
	 	 	2,250,000	 	 	to	 	$	2,499,999	 	 	$	75,000	 	 	$	220,000	 
	$
	 	 	2,000,000	 	 	to	 	$	2,249,999	 	 	$	50,000	 	 	$	195,000	 
	$
	 	 	1,000,000	 	 	to	 	$	1,999,999	 	 	$	0	 	 	$	145,000	 
	$
	 	 	875,000	 	 	to	 	$	999,999	 	 	$	(50,000	)	 	$	95,000	 
	$
	 	 	750,000	 	 	to	 	$	874,999	 	 	$	(75,000	)	 	$	70,000	 
	$
	 	 	625,000	 	 	to	 	$	749,999	 	 	$	(100,000	)	 	$	45,000	 
	$
	 	 	500,000	 	 	to	 	$	624,999	 	 	$	(125,000	)	 	$	20,000	 
	Less than $500,000
	 	$	(145,000	)	 	$	0	 



          1.3 Closing. A closing (the “Closing”) will be held on September 3, 2003
or at such other time as the parties may agree upon (the “Closing Date”);
provided, in no event will the Closing occur later than September 3, 2003 (the
“Termination Date”). The Closing will be held at Buyer’s counsel’s offices in
Irvine, California or such other place as the parties may agree, at such time
as the parties may agree, at which time and place the documents and instruments
necessary or appropriate to effect the transactions contemplated herein will be
exchanged by the parties.



     2.     REPRESENTATIONS AND WARRANTIES OF SELLERS



     Sellers hereby, jointly and severally, represent and warrant to the Buyer
as follows:



          2.1 Disclosure Schedule. The disclosure schedule attached as Exhibit 2
hereto (the “Disclosure Schedule”) is divided into sections which correspond to
the sections of this

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Article 2. The Disclosure Schedule is accurate and complete. Nothing in
the Disclosure Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein, unless the Disclosure Schedule
identifies the exception with reasonable particularity and describes the
relevant facts in reasonable detail. Without limiting the generality of the
foregoing, the mere listing (or inclusion of a copy) of a document or other
item shall not be deemed adequate to disclose an exception to a representation
or warranty made herein (unless the representation or warranty has to do with
the existence of the document or other item itself). Disclosures in any
subsection of the Disclosure Schedule shall not constitute disclosure for
purposes of any other subsection and other section of this Agreement or any
exhibit to or other writing which is designated herein as being part of this
Agreement.



          2.2 Corporate Organization, etc. Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
with requisite power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets. Company is
duly qualified or licensed to do business as a foreign corporation in good
standing in every other jurisdiction in which the character or location of the
properties and assets owned, leased or operated by it or the conduct of its
business requires such qualification or licensing. The Disclosure Schedule
contains a list of all jurisdictions in which Company is qualified or licensed
to do business and includes complete and correct copies of Company’s articles
of incorporation and bylaws. Company does not own or control any capital stock
of any corporation or any interest in any partnership, limited liability
company, joint venture or other entity.



          2.3 Authorization. Each of the Sellers has full power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby
(including, without limitation, the power to sell, transfer and convey the
Shares). Each Seller has the legal capacity to enter into this Agreement and
to carry out the transactions contemplated herein, including without limitation
the legal capacity to execute, deliver and perform the agreements or contracts,
if any, required by this Agreement to be executed and delivered by any of them
(the “Closing Agreements”). This Agreement has been duly and validly executed
by each of the Sellers and is the valid and binding legal obligation of each of
the Sellers enforceable against each of them in accordance with its terms. At
Closing, the Closing Agreements will be duly and validly executed by each of
the Sellers and will constitute valid and binding legal obligations of each of
the Sellers enforceable against each of the Sellers in accordance with their
respective terms.



          2.4 Capitalization. The Disclosure Schedule accurately sets forth the
authorized and outstanding capital stock of Company and the name and number of
shares of capital stock held by each shareholder of Company. All of the issued
and outstanding shares of Company’s capital stock have been duly authorized,
are validly issued, fully paid and nonassessable, are not subject to, nor were
they issued in violation of, any preemptive rights, and are owned of record by
Sellers. There are no outstanding or authorized options, warrants, rights,
contracts, calls, puts, rights to subscribe, conversion rights or other
agreements or commitments to which Company or Sellers is a party or which are
binding upon Company or Sellers providing for the issuance, disposition or
acquisition of any of Company’s capital stock. There are no voting trusts,
proxies or any other agreements or understandings with respect to the voting of
the capital stock of Company. Company is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its capital stock.

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          2.5 Non-Contravention. Except as set forth in the Disclosure Schedule,
neither the execution, delivery and performance of this Agreement nor the
consummation of the transactions contemplated herein will: (i) violate or be
in conflict with any provision of the certificate or articles of incorporation
or bylaws of Company; (ii) be in conflict with, or constitute a default,
however defined (or an event which, with the giving of due notice or lapse of
time, or both, would constitute such a default), under, or cause or permit the
acceleration of the maturity of, or give rise to any right of termination,
cancellation, imposition of fees or penalties under any debt, note, bond,
lease, mortgage, indenture, license, obligation, contract, commitment,
franchise, permit, instrument or other agreement or obligation to which Company
is a party or by which Company or any of Company’s properties or assets is or
may be bound or result in the creation or imposition of any pledges, liens,
security interests, restrictions, claims or charges of any kind upon any
property or assets of Company under any debt, obligation, contract, agreement
or commitment to which Company is a party or by which Company or any of
Company’s assets or properties are bound; or (iii) violate any Law of any
Authority.



          2.6 Consents and Approvals. Except as set forth in the Disclosure
Schedule, no Consent from any individual or entity, including without
limitation any Authority, is required in connection with the execution,
delivery or performance of this Agreement by Sellers or the consummation by
Sellers of the transactions contemplated herein except for Consents that shall
be obtained by Sellers on or prior to Closing.



          2.7 Financial Statements. Except as set forth in the Disclosure
Schedules, Company’s balance sheets as of December 31, 2002, 2001 and 2000 and
August 31, 2003 and statements of income for the years ended December 31, 2002,
2001 and 2000 and the eight months ended August 31, 2003 (collectively the
“Financial Statements”) (i) are in accordance with the books and records of
Company; and (ii) are true, complete and accurate in all material respects and
fairly present the financial position of Company as of the respective dates
thereof, and the income or loss for the periods then ended.



          2.8 Absence of Undisclosed Liabilities. Except as and to the extent (i)
reflected and reserved against in the Most Recent Balance Sheet, (ii) set forth
on the Disclosure Schedule or (iii) incurred in the ordinary course of business
after the date of the Most Recent Balance Sheet and not material in amount,
either individually or in the aggregate, Company does not have any debt,
liability or obligation, known or unknown, secured or unsecured, whether
accrued, absolute, contingent, unasserted or otherwise, of any nature
whatsoever, including without limitation any foreign or domestic tax
liabilities or deferred tax liabilities incurred in respect of or measured by
Company’s income, or any other debts, liabilities or obligations relating to or
arising out of any act, omission, transaction, circumstance, sale of goods or
services, state of facts or other condition which occurred or existed on or
before the date hereof, whether or not known, due or payable. Company is not
subject to any obligation or requirement to provide funds to or make any
investment (in the form of a loan, capital contribution or otherwise) in any
person or entity.



          2.9 Absence of Certain Changes. Except as set forth in the Disclosure
Schedule, Since December 31, 2002, Company has owned and operated its assets,
properties and business in the ordinary course of business and consistent with
past practice. Without limiting

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the generality of the foregoing, except as set forth in the Disclosure
Schedule, as of the Closing Date:




               (a) Company has not experienced any change which has had a Material
Adverse Effect or experienced any event or failed to take any action which
reasonably could be expected to result in a Material Adverse Effect;




               (b) Company has not suffered any loss, damage, destruction of property or
assets or other casualty to property or assets (whether or not covered by
insurance) which reasonably could be expected to result in a Material Adverse
Effect;




               (c) Company has not suffered any loss of employees, independent
contractors or customers which reasonably could be expected to result in a
Material Adverse Effect on Company; and




               (d) No event has taken place which if consummated following the date
hereof would constitute a violation of Section 4.2 hereof.*



          2.10 Assets. Except as set forth in the Disclosure Schedule,




               (a) Company has good and marketable title to all of its assets and
properties whether or not reflected in the Most Recent Balance Sheet or
acquired after the date thereof, free and clear of any Lien, other than Liens
for current taxes not yet due and payable and Liens that Company shall obtain
the release of on or prior to Closing.




               (b) The machinery, equipment and other personal property owned and leased
by Company are in good operating condition and repair, normal wear and tear
excepted, and fit for the intended purposes thereof, and no material
maintenance, replacement or repair has been deferred or neglected.




               (c) Company owns or leases all of the assets and properties, and is a
party to all licenses and other agreements, presently used or necessary to
carry on the business or operations of Company as presently conducted. Company
does not own or lease any assets or properties that are not used in the
ordinary course of Company’s business. All leasehold interests relating to
real property, machinery, equipment, vehicles and other personal property are
valid and in full force and effect and enforceable in accordance with their
terms and there does not exist any violation, breach, or default thereof or
thereunder.




               (d) Company owns no real properties.




               (e) Upon the Closing of the transactions contemplated by this Agreement,
no Seller will have any claim against any of the assets of Company, Buyer as a
result of any buy-sell, tax sharing or other similar agreement among the
Sellers.




               (f) Company is not a foreign person and is not controlled by a foreign
person, as the term foreign person is defined in Section 1445(f)(3) of the
Code.

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          2.11 Receivables and Payables.




               (a) The Disclosure Schedule contains a listing of all of the account
receivables and note receivables, if any, of Company (the “Receivables”).
Except as set forth on the Disclosure Schedule, (i) Company has good right,
title and interest in and to all of the Receivables; (ii) none of such
Receivables is subject to any Lien; (iii) all of the Receivables owing to
Company constitute valid and enforceable claims arising from bona fide
transactions in the ordinary course of business, and there are no known claims,
refusals to pay or other rights of set-off against any thereof; (iv) no account
or note debtor is delinquent in payment by more than sixty (60) days; (v) the
aging schedule of the Receivables of Company attached to the Disclosure
Schedule is complete and accurate; and (vi) the reserve established by Company
on the Most Recent Balance Sheet is adequate to cover any doubtful accounts




               (b) The Disclosure Schedule contains a listing of all trade accounts
payable and notes payable of Company. Except as set forth in the Disclosure
Schedule, no such account payable or note payable is delinquent by more than
sixty (60) days in its payment.



          2.12 Assets, Contracts and Commitments; No Default.




               (a) The Disclosure Schedule contains an accurate and complete list and
brief description of:




                    (i) All real property owned by Company or in which Company has a leasehold
or other interest or which is used by Company in connection with the operation
of its business, together with a description of each lease, sublease, license,
or any other instrument under which Company claims or holds such leasehold or
other interest or right to the use thereof or pursuant to which Company has
assigned, sublet or granted any rights therein, identifying the parties
thereto, the rental or other payment terms, expiration date and cancellation
and renewal terms thereof.




                    (ii) All machinery, tools, equipment and other tangible personal property
(other than inventory and supplies), owned, leased or used by Company. Company
has provided Buyer with either a copy of or a summary description of all leases
and Liens relating thereto, identifying the parties thereto, the rental or
other payment terms, expiration date and cancellation and renewal terms
thereof.




                    (iii) All contracts, agreements and commitments, whether or not fully
performed, in respect of the issuance, sale or transfer of capital stock of
Company or pursuant to which Company has acquired any substantial portion of
its business or assets.




                    (iv) All contracts, agreements, commitments or understandings that
restrict Company from carrying on its businesses or any part thereof anywhere
in the world or from competing in any line of business with any person or
entity.




                    (v) All purchase or sale contracts or agreements that call for aggregate
purchases or sales in excess over the course of such contract or agreement of
$2,500 or which continues for a period of more than twelve months (including
without limitation periods

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covered by any option to renew or extend by either party) which is not
terminable on 60 days’ or less notice without cost or other liability at or any
time after the Closing.




                    (vi) The names and current annual salary rates of all employees of and
consultants to Company, showing separately for each such person the amounts
paid or payable as salary, bonus payments and any indirect compensation for the
year ended December 31, 2002.




                    (vii) All employment and consulting agreements, executive compensation
plans, bonus plans, deferred compensation agreements, employee option or
purchase plans, other employee arrangements or commitments, whether or not
legally binding, including without limitation, holiday, vacation and other
bonus practices, to which Company is a party or is bound or which relates to
the operation of the Business.




               (b) All contracts, agreements, leases, licenses and commitments required
to be listed on the Disclosure Schedule (other than those which have been fully
performed) (“Contracts”), are valid and binding, enforceable in accordance with
their respective terms in all material respects, except as enforcement might be
limited by bankruptcy and other laws related to creditors’ rights and
principles of equity, and are in full force and effect. In the event that as a
result of the transfer of the Shares to Buyer, any of the Contracts requires
the consent of the other parties to the Contract, Sellers will assist Company
in obtaining the required consent or obtaining a replacement contract in a
manner in which Company and Buyer will be entitled to the full benefits
thereof. Except as disclosed in the Disclosure Schedule, none of the payments
required to be made under any Contract has been prepaid more than 30 days prior
to the due date of such payment thereunder. Except as set forth in the
Disclosure Schedule, Company is not in material breach, violation or default,
however defined, in the performance of any of its obligations under any
Contract, and no facts and circumstances exist which, whether with the giving
of due notice, lapse of time, or both, would constitute such a material breach,
violation or default thereunder or thereof. None of the Contracts is, either
when considered singly or in the aggregate with others, materially adverse,
unduly burdensome, or onerous to Company’s business, properties, assets,
earnings or prospects or likely, either before or after the Closing, to result
in any material loss or liability. Except as set forth in the Disclosure
Schedule, none of the Contracts is subject to renegotiation with any government
body. True and complete copies of all of the Contracts (together with any and
all amendments thereto) have been delivered to Buyer and identified with a
reference to this Section of this Agreement.



          2.13 Proprietary Rights. All patented and registered Proprietary Rights
owned by Company and all pending patent applications and applications for the
registration of other Proprietary Rights owned by Company are listed in the
Disclosure Schedule. The Disclosure Schedule also contains a complete and
accurate list of all trade names and unregistered trademarks and service marks
owned by Company; all computer software owned and/or used by Company and all
licenses granted by Company to any third party with respect to Proprietary
Rights and all such licenses granted by any third party to Company. Company
has delivered to Buyer correct and complete copies of all documents embodying
such licenses. Except as set forth in the Disclosure Schedule, (A) Company
owns and possess all rights, title and interest in and to, or has a valid and
enforceable written license to use, all of the Proprietary Rights necessary for
the operation of the Business as presently conducted ; (B) Company is not in

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breach of any license or other grant of rights with respect to Proprietary
Rights; (C) Company has received no written notice of any claim by any third
party contesting the validity, enforceability, use or ownership of any
Proprietary Rights owned or used by Company; (D) Company has not received any
information as to any infringement or misappropriation by, or conflict with,
any third party with respect to the Proprietary Rights of Company, nor has
Company received any claims alleging infringement or misappropriation, or other
conflict with, any Proprietary Rights of any third party; (E) Company has not
infringed, misappropriated or otherwise conflicted with any Proprietary Rights
of any third party, nor will continued conduct of the Business as currently
conducted or as proposed to be conducted infringe, misappropriate or otherwise
conflict with the Proprietary Rights of any third party; and (F) all
Proprietary Rights owned or used by Company immediately prior to the Closing
will be owned or available for use by Buyer on identical terms and conditions
immediately subsequent to the Closing. The Proprietary Rights comprise all of
the proprietary or intellectual property rights used in the operation of the
Business as currently conducted and as proposed to be conducted. The
Proprietary Rights owned or used by Company immediately prior to the Closing
hereunder will be transferred to Buyer for use on identical terms and
conditions immediately subsequent to the Closing hereunder.



          2.14 Litigation. Except as set forth in the Disclosure Schedule, there is
no legal, administrative, arbitration, or other proceeding, suit, claim or
action of any nature or investigation, review or audit of any kind, judgment,
decree, decision, injunction, writ or order pending, noticed, scheduled or
threatened by or against or involving assets, whether at law or in equity,
before or by any person or entity or Authority, or which questions or
challenges the validity of this Agreement or any action taken or to be taken by
the parties hereto pursuant to this Agreement or in connection with the
transactions contemplated herein.



          2.15 Benefit Plans. Except as set forth in the Disclosure Schedule,
neither Company nor any affiliate of Company sponsors, maintains, contributes
to or is required to contribute to any pension, welfare, incentive, perquisite,
paid time off, severance or other benefit plan, policy, practice or agreement
subject to the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). There are no facts or circumstances which could, directly or
indirectly, subject Buyer or any of its affiliates to any Liability of any
nature with respect to any pension, welfare, incentive, perquisite, paid time
off, severance or other benefit plan, policy, practice or agreement sponsored,
maintained or contributed to by Company or any affiliate, to which Company or
any affiliate is a party or with respect to which Company or any affiliate
could have any liability.



          2.16 Labor Matters. Except as set forth in the Disclosure Schedule:




               (a) Company is and has been in compliance in all material respects with
all applicable Laws respecting employment and employment practices, terms and
conditions of employment and wages and hours, including without limitation any
such Laws respecting employment discrimination and occupational safety and
health requirements, and has not and is not engaged in any unfair labor
practice;




               (b) there is no unfair labor practice complaint against Company pending or
threatened before the National Labor Relations Board or any other comparable



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Authority;




               (c) Company is not delinquent in payments to any persons for any wages,
salaries, commissions, bonuses or other direct or indirect compensation for any
services performed by them or amounts required to be reimbursed to such
persons, including without limitation any amounts due under any pension plan,
welfare plan or compensation plan; and




               (d) Neither Buyer nor any subsidiary or affiliate of Buyer will, by reason
of the termination of the employment of any person by Company prior to or as of
the Closing Date, on or after the Closing Date be liable to any of such persons
for so-called “severance pay” or any other payments.



          2.17 Tax Matters. Except as set forth in the Disclosure Schedule,




               (a) Company shall be responsible for and shall pay all Taxes attributable
to or arising from the business and operations of Company and shall be
responsible for its own income and franchise Taxes, if any, arising from the
transactions contemplated by this Agreement.




               (b) There have been properly completed and duly filed on a timely basis
(subject to any valid extensions filed by Company) and in form that is, in all
material respects, correct, all Tax Returns required to be filed on or prior to
the date hereof by Company with respect to Taxes of Company (or relating to the
business and operation of Company). As of the time of filing, the foregoing
Tax Returns correctly reflected, in all material respects, the facts regarding
the income, business, assets, operations, activities, status or other matters
of Company or any other information required to be shown thereon. There is no
material omission, deficiency, error, misstatement or misrepresentation,
whether innocent, intentional or fraudulent, in any Tax Return filed by Company
for any period. Any Tax Returns filed after the date hereof, but including
periods through the Closing Date, will conform with the provisions of this
subsection 2.14(b).




               (c) With respect to all amounts of Taxes imposed upon Company, or for
which Company is or could be liable with respect to all taxable periods or
portions of periods ending on or before or including the Closing Date, all
applicable Tax Laws have been or will be complied with, in all material
respects and all such amounts of Taxes required to be paid by Company on or
before the date hereof have been duly paid or will be paid on or before the
Closing Date. There are no Liens for such Taxes upon any property or assets of
Company. Company has withheld and remitted all amounts required to be withheld
and remitted by it in respect of Taxes.




               (d) For purposes of computing Taxes and the filing of Tax Returns, Company
has not failed to treat as “employees” any individual providing services to
Company who would be classified as an “employee” under the applicable rules or
regulations of any Authority with respect to such classification.



          2.18 Permits and Other Operating Rights. Except as set forth in the
Disclosure Schedule, Company does not require the Consent of any Authority to
permit it to operate in the manner in which its business is presently being
operated. Company possesses all permits,

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licenses and other authorizations from all Authorities necessary to permit
it to operate its business in the manner in which it presently is conducted and
the consummation of the transactions contemplated by this Agreement will not
prevent Company from being able to continue to use such permits and operating
rights.



          2.19 Compliance with Law. Except as set forth in the Disclosure Schedule,
Company is not currently failing to materially comply with any applicable Laws,
including without limitation, any import, export and immigration laws. There
are no proceedings and no proceedings are pending or to Company’s knowledge
threatened, nor has Company received any written notice regarding any violation
of any Law by Company, including, without limitation, any requirement of any
Authority.



          2.20 Environmental and Safety Matters. Neither Company, any subsidiary or
former subsidiary of Company, nor, to the best of Company’s knowledge, any
previous owner, tenant, occupant or user of any property owned or leased by or
to Company or by or to any subsidiary or former subsidiary (the “Properties”)
contain any: (i) asbestos (other than asbestos contained in floor tile) or
(ii) equipment using PCBs. No claims or settlements relating to or arising out
of Environmental and Occupational Safety and Health Laws or Environmentally
Regulated Materials, have been made or, to the knowledge of Company, been
threatened by any third party, including any Authority, nor, to the knowledge
of Company, does there exist any basis for any such claim (any such
enforcement, investigation, cleanup, removal, remediation or response, other
governmental or regulatory action, claim or settlement is herein referred to as
an “Environmental Claim”) against Company or any subsidiary or former
subsidiaries with respect to the Properties or operations conducted thereon.



          2.21 Insurance. The Disclosure Schedule contains a listing of all
policies of fire and other casualty, general liability, theft, life, workers’
compensation, health, directors and officers, business interruption and other
forms of insurance owned or held by Company, specifying the insurer, the policy
number, the risk insured against, the term of the coverage, the limits of
coverage, the deductible amount (if any), the premium rate, the date through
which coverage will continue by virtue of premiums already paid and, in the
case of any “claims made” coverage, the same information as to predecessor
policies for the previous five years. All present policies are in full force
and effect and all premiums with respect thereto have been paid. Company has
not been denied any form of insurance and no policy of insurance has been
revoked or rescinded during the past five years, except as described on the
Disclosure Schedule.



          2.22 Bank Accounts. The Disclosure Schedule contains a list of the names
of all financial institutions, investment banking and brokerage houses, and
other similar institutions at which Company maintains accounts, deposits, safe
deposit boxes of any nature, and the names of all persons authorized to draw
thereon or make withdrawals therefrom; and the names of all persons, if any,
holding tax or other powers of attorney from Company and a summary of the terms
thereof.



          2.23 Absence of Certain Business Practices. Neither Company, the Sellers
nor any director, officer, employee or agent of Company, nor any other person
acting on behalf of Company or the Sellers, has, directly or indirectly, within
the past five (5) years given or agreed to give any gift or similar benefit to
any customer, supplier, governmental employee or other

10







 




person who is or may be in a position to help or hinder the business of
Company (or assist Company in connection with any actual or proposed
transaction) which (i) might subject Company, the Sellers, Buyer to any damage
or penalty in any civil, criminal or governmental litigation proceeding, (ii)
if not given in the past, might have had an adverse affect on the assets,
business or operations of Company as reflected in the Financial Statements, or
(iii) if not continued in the future, might adversely affect Company’s assets,
business, operations or prospects or which might subject Company, the Sellers
or Buyer to suit or penalty in any private or governmental litigation or
proceeding.



          2.24 Affiliate Transactions. Except as set forth in the Disclosure
Schedule, no officer, director, stockholder or employee of Company or any
person related by blood or marriage to any such person in which any such person
owns any beneficial interest (collectively, “Insiders”), is a party to any
agreement, contract, commitment or transaction with Company or which pertains
to Company or has any interest in any property, whether real, personal or
mixed, or tangible or intangible, relating to Company or the Business.



          2.25 Business Generally. Except as set forth in the Disclosure Schedule,
there has been no event, transaction or information which has come to the
attention of Company which, as it relates directly to the business of Company,
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as set forth in the Disclosure Schedule,
Company has not received any notice (written or oral) that any customer of
Company will terminate its relationship with Company or, as the case may be,
decrease its business with Company, as a result of the transactions
contemplated by this Agreement or for any other reason.



          2.26 Transactions with Certain Persons. Except as set forth in the
Disclosure Schedule, during the past three years, Company has not, directly or
indirectly, purchased, leased or otherwise acquired any property or obtained
any services from, or sold, leased or otherwise disposed of any property or
furnished any services to, or otherwise dealt with, in the ordinary course of
business or otherwise, (i) any Seller or (ii) any affiliate or associate of the
Sellers or any officer, director, member, shareholder, or partner of any
affiliate or associate of either of the Sellers (except with respect to
compensation in the ordinary course of business for services rendered as an
officer, director or employee of Company). Company does not owe any amount to,
or have any agreement or contract with or commitment to, any of its officers,
directors, shareholders, employees or consultants or any affiliate or associate
thereof (other than compensation for current services not yet due and payable
and reimbursement of expenses arising in the ordinary course of business), and
none of such persons owes any amount to Company. No part of the property or
assets of any Seller or any direct or indirect subsidiary or affiliate or
associate of any Seller is used by Company.



          2.27 Books and Records. The books of account, minute books, stock record
books, and other records of Company, all of which have been made available to
the Buyer, are complete and correct in all material respects and have been
maintained in accordance with reasonable business practices. The minute books
of Company contain accurate and complete records of all formal meetings held
of, and corporate action taken by, the shareholders, the Board of Directors,
and committees of the Board of Directors of Company. At the Closing, all of
those books and records will be in the possession of Company.

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          2.28 Authority to Transfer Shares. Each Seller has full legal right,
power and authority to sell, transfer, assign and deliver the Shares to the
Buyer at Closing and delivery of the Shares at Closing will transfer to the
Buyer valid legal and beneficial ownership thereto free and clear of all Liens.



          2.29 Access to Information; Full Knowledge.




               (a) The OPMC Shares to be received by the Sellers pursuant to this
Agreement are being acquired for each Seller’s own account for investment
purposes only and not with a view to any public resale, public distribution or
public offering thereof within the meaning of the Securities Act of 1933, as
amended (the “1933 Act”) or any state securities or Blue Sky law and such Buyer
Shares will not be sold or otherwise disposed of except in compliance with the
1933 Act, or in reliance upon an exemption therefrom and in compliance with any
state securities or Blue Sky laws. The OPMC Shares have not been registered
under the 1933 Act or any state securities or Blue Sky law.




               (b) The Sellers and their representatives have been given a full
opportunity to examine all documents and to ask questions of, and to receive
answers from, Buyer and its representatives concerning the terms of the
transfer of the Shares to Buyer, the Sellers’ investment in the OPMC Shares and
the business of Buyer and such other information as each of the Sellers desires
in order to evaluate an investment in the OPMC Shares, and all such questions
have been answered to the full satisfaction of the Sellers. The Sellers have
evaluated the merits and risks of an investment in the OPMC Shares and have
determined that the OPMC Shares are a suitable investment for the Sellers in
light of each of the Sellers’ overall financial condition and prospects. Each
of the Sellers have been furnished with all publicly available information
about Buyer’s assets, operations, and business activities which the Sellers
have requested and which the Sellers consider necessary or relevant to enable
each of the Sellers to make a prudent decision about the sale of the Shares to
Buyer and the Sellers acquisition of the Buyer Shares. The Sellers’
acknowledge that they have reviewed the following reports filed by Buyer with
the Securities and Exchange Commission during the past 12 months pursuant to
Section 13(a) of the Securities Exchange Act of 1934: Annual Report on Form
10-K for the year ended December 31, 2002, Quarterly Reports on Form 10-Q for
the quarters ending March 31 and June 30, 2003.




               (c) The Sellers have not relied upon any representation or warranty from
Buyer or any of its directors, officers, employees, agents, affiliates or
representatives, with respect to the value of the OPMC Shares, other than as
set forth in the publicly available information described in this Section 2.29.
Buyer has not made any representation, warranty, acknowledgment or covenant,
in writing or otherwise, to the Sellers regarding the value of the OPMC Shares
or the tax consequences, if any, of the sale of the OPMC Shares or of the
resale of the OPMC Shares by the Sellers. Each of the Sellers has been advised,
and are aware, that the market prices of shares of stock of publicly traded
companies fluctuate and that there can be no assurance as to the future
performance of any given securities, including shares of Buyer common stock.




               (d) Each Seller has consented to the placing of the following legend on
the certificates for the OPMC Shares.

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	 	 	THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED ONLY IF A REGISTRATION STATEMENT
DESCRIBING SUCH PROPOSED TRANSACTION IS IN EFFECT PURSUANT TO THE
PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF COUNSEL, WHICH OPINION
AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER OF THESE SHARES AND ITS
COUNSEL, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THAT ACT IS
AVAILABLE.



          2.30 Brokers. Sellers have employed Oxford Mergers & Acquisitions, Inc.
as a broker in connection with the transaction contemplated by this Agreement.
Buyer shall be responsible for one-half of the brokers fee payable to Oxford
Mergers & Acquisitions, Inc. not to exceed Fifteen Thousand Dollars ($15,000).
Neither Company nor any of its directors, officers or employees has employed
any other broker, finder, or financial advisor or incurred any liability for
any other brokerage fee or commission, finder’s fee or financial advisory fee,
in connection with the transactions contemplated hereby, nor is there any basis
known to Company for any such fee or commission to be claimed by any other
person or entity.



          2.31 Accuracy of Information. No representation or warranty made by the
Sellers in this Agreement, the Disclosure Schedule, or in any agreement,
instrument, document, certificate, statement or letter furnished to the Buyer
at or prior to the Closing by or on behalf of the Sellers in connection with
any of the transactions contemplated by this Agreement contains any untrue
statement of material fact or omits to state a material fact necessary in order
to make the statements herein or therein not misleading in light of the
circumstances in which they are made, and all of the foregoing completely and
correctly present the information required or purported to be set forth herein
or therein. There is no material fact as of the date hereof which has not been
disclosed in writing to the Buyer to which the Sellers have knowledge related
to Company, its operations, properties, financial condition or prospects which
has a Material Adverse Effect or, to the knowledge of the Sellers, in the
future may have a Material Adverse Effect on Company. The representations and
warranties contained in this Article 2 or elsewhere in this Agreement or any
document delivered pursuant hereto shall not be affected or deemed waived by
reason of the fact that the Buyer or its representatives knew or should have
known that any such representation or warranty is or might be inaccurate in any
respect.



     3.     Representations and Warranties of Buyer



     Buyer represents and warrants to Sellers as follows:



          3.1 Organization. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.



          3.2 Authorization. Buyer has all necessary power and authority to enter
into this Agreement and to carry out the transactions contemplated herein. The
Board of Directors of Buyer has taken all action required by Law, its article
of incorporation or otherwise to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein and no action of the stockholders of Buyer is required.
This

13







 




Agreement is the valid and binding legal obligation of Buyer enforceable
against Buyer in accordance with its terms subject to the laws on insolvency
and equitable remedies.



          3.3 Non-Contravention. Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated herein
will: (i) violate any provision of the articles of incorporation or bylaws of
Buyer; or (ii) except for such violations, conflicts, defaults, accelerations,
terminations, cancellations, impositions of fees or penalties, mortgages,
pledges, and Liens which would not, individually or in the aggregate, have a
Material Adverse Effect on Buyer, (A) violate, be in conflict with, or
constitute a default, however defined (or an event which, with the giving of
due notice or lapse of time, or both, would constitute such a default), under,
or cause or permit the acceleration of the maturity of, or give rise to, any
right of termination, cancellation, imposition of fees or penalties under, any
debt, note, bond, lease, mortgage, indenture, license, obligation, contract,
commitment, franchise, permit, instrument or other agreement or obligation to
which Buyer is a party or by which Buyer or any of its respective properties or
assets is or may be bound (unless with respect to which defaults or other
rights, requisite waivers or consents shall have been obtained at or prior to
the Closing) or (B) result in the creation or imposition of any Lien upon any
property or assets of Buyer under any debt, obligation, contract, agreement or
commitment to which Buyer is a party or by which the Buyer or any of its
respective assets or properties is or may be bound; or (iii) violate any Law.



          3.4 Consents and Approvals. No Consent is required by any person or
entity, including without limitation any Authority, in connection with the
execution, delivery and performance by Buyer of this Agreement, or the
consummation of the transactions contemplated herein, other than any Consent
which, if not made or obtained, will not, individually or in the aggregate,
have a Material Adverse Effect on the business of Buyer taken as a whole.



          3.5 Issuance of Buyer Common Stock. The OPMC Shares to be issued to the
Sellers will be validly issued, fully paid and non-assessable. Buyer has all
requisite power and authority to issue, sell and deliver the OPMC Shares in
accordance with and upon the terms and conditions set forth in herein; and all
corporate action required to be taken by Buyer for the due and proper
authorization, issuance, sale and delivery of the OPMC Shares has been validly
and sufficiently taken. Upon delivery of the Shares by the Sellers to the
Buyer, the OPMC Shares will be, upon issuance and delivery thereof, duly
authorized, validly issued, fully paid and nonassessable.



     4.     COVENANTS OF THE PARTIES



          4.1 Conduct of Business. Prior to the Closing, except as otherwise
expressly provided herein, Sellers will cause Company to:




               (a) conduct the Business (including, without limitation, its cash
management practices, the collection of receivables, payment of payables and
commitment to capital expenditures) only in the usual and ordinary course of
business in accordance with past custom and practice and keep its organization
and properties intact, including its present business operations, physical
facilities, working conditions and employees and its present contracts and
relationships with lessors, licensors and customers;

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               (b) use its best efforts to preserve present business relationships with
all material customers of Company, to the extent such relationships are
beneficial to the Business;




               (c) maintain its books, accounts and records in accordance with past
custom and practice as used in the preparation of the Financial Statements;




               (d) maintain in full force and effect the existence of all Proprietary
Rights;




               (e) encourage Company’s professionals and other employees to continue
their employment with Company before the Closing and with Buyer after the
Closing;




               (f) comply with all legal requirements and contractual obligations
applicable to the operations of the Business and pay all applicable Taxes;




               (g) promptly inform Buyer in writing of any variances from the
representations and warranties contained anywhere in this Agreement or any
breach of any covenant hereunder by any of Company or Sellers;




               (h) cooperate with Buyer and use best efforts to cause the conditions to
Buyer’s obligation to close to be satisfied and execute and deliver such
further instruments of conveyance and transfer and take such additional action
as Buyer may reasonably request to effect, consummate, confirm or evidence the
transactions contemplated by this Agreement;




               (i) use its best efforts to support Buyer’s efforts to retain the
Business’ professionals and customers including, without limitation, requiring
its directors, officers and key employees to attend meetings and participate in
discussions with Buyer and the Business’ customers to retain such customers and
professionals.



          4.2 Negative Covenants of Sellers. Prior to the Closing, without Buyer’s
prior written consent, Sellers will not permit Company to, and Company will
not:




               (a) adopt any amendment to its articles of incorporation or bylaws;




               (b) issue, reissue, sell, deliver or pledge or authorize or propose the
issuance, reissuance, sale, delivery or pledge of shares of capital stock of
any class, or debt or other securities convertible into capital stock of any
class, or any rights, warrants or options to acquire any convertible securities
or capital stock;




               (c) adjust, split, combine, subdivide, reclassify or redeem, purchase or
otherwise acquire, or propose to redeem or purchase or otherwise acquire, any
shares of its capital stock, or any of its other securities;




               (d) (i) excluding regularly scheduled principal payments, create, incur,
assume or repay any long-term debt (including obligations in respect of capital
leases), or, except in the ordinary course of business, create, incur, assume,
repay, maintain or permit to exist any short-term debt; or (ii) assume,
guarantee, endorse or otherwise become liable or responsible

15







 




(whether directly, contingently or otherwise) for the obligations of any
other person;




               (e) declare, set aside or pay any dividend or other distribution (whether
in cash, stock or property or any combination thereof) in respect of its
capital stock, redeem or otherwise acquire any shares of its capital stock;




               (f) (i) increase in any manner the compensation of any of its directors,
officers or other employees; (ii) pay or agree to pay any pension, retirement
allowance or other employee benefit not required or permitted by any existing
plan, agreement or arrangement to any such director, officer or employee,
whether past or present; or (iii) commit itself to any additional pension,
profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock
option, stock appreciation right, group insurance, severance pay, retirement or
other employee benefit plan, agreement or arrangement, or to any employment
agreement or consulting agreement (arising out of prior employment) with or for
the benefit of any person, or, except to the extent required to comply with
applicable law, amend any of such plans or any of such agreements in existence
on the date of this Agreement;




               (g) sell, lease, license or otherwise dispose of any interest in any of
its assets or properties, other than in the ordinary course of business
consistent with past practice, or permit, allow or suffer any of its assets or
properties to be subjected to any Lien;




               (h) terminate or modify any of the Contracts or any government license,
permit or other authorization, outside the ordinary course of business;




               (i) enter into any new, or amend any existing, material contracts,
agreements or commitments, outside the ordinary course of business;




               (j) institute any material change in the conduct of its business, or any
change in its methods of purchase, sale, lease, management, marketing,
operation or accounting;




               (k) make or enter into any commitment of Company for capital expenditures
for additions to property, plant, equipment or intangible capital assets;




               (l) pay, lend or advance any amount to, or sell, transfer or lease any
Company’s properties or assets (real, personal or mixed, tangible or
intangible) to, or enter into any agreement or arrangement with, any of its
officers, directors, shareholders or employees or any affiliate or associate of
any of its officers, directors, shareholders or employees;




               (m) take any action or omit to take any action which will cause a breach,
violation or default (however defined) of any Contract;




               (n) acquire any of the business or assets of any other person or entity;




               (o) suffer any adverse change in Company’s relationship with any customer,
including the loss of any such customer;




               (p) change its accounting methods, principles or practices;

16







 





               (q) take or omit to take any action, outside the ordinary course of
business, which could be reasonably anticipated to cause a material adverse
change prior to Closing in the assets or financial condition of Company; or




               (r) agree in writing or otherwise to take any of the foregoing actions.



          4.3 Full Access to Buyer. Throughout the period prior to the Closing,
Sellers will cause Company to afford to Buyer and officers, employees, counsel,
accountants, investment advisors and other authorized representatives and
agents, access to Company, its assets and Contract and the books and records of
Company in order that Buyer may have full opportunity to make such
investigations as it desires to make. Any investigation by Buyer shall not
affect or otherwise diminish or obviate in any respect any of the
representations and warranties of Sellers herein.



          4.4 Confidentiality of Information. After the Closing, each of the
Sellers will hold in confidence all trade secrets and other confidential or
proprietary documents and information related to Company and will refrain from
disclosing or using any such confidential information for such Seller’s own
benefit, or to or for the benefit of any third party. This obligation of
confidentiality and non-use will not apply, or will cease to apply, to such
information which is in the public domain as of the Closing Date or
subsequently comes into the public domain through a source other than Sellers,
or which is required to be disclosed by order of any court or governmental
agency of competent jurisdiction.



          4.5 No Solicitation of Alternate Transaction. Prior to the Closing or
termination of this Agreement, Sellers, Company, its directors, officers and
employees, independent contractors, consultants, counsel, accountants,
investment advisors and other representatives and agents will not, directly or
indirectly, solicit or entertain offers from, negotiate with, provide any
information to, enter into any agreement with, or in any manner encourage,
discuss, accept or consider any proposal of, any third party relating to the
acquisition of the Shares or acquisition of Company, its assets or business, in
whole or in part.



          4.6 Filings; Consents; Removal of Objections. Subject to the terms and
conditions herein provided, the parties hereto will use commercially reasonable
efforts to take or cause to be taken all actions and do or cause to be done all
things necessary, proper or advisable under applicable Laws to consummate and
make effective, as soon as reasonably practicable, the transactions
contemplated hereby, including without limitation obtaining all Consents of any
person or entity, whether private or governmental, required in connection with
the consummation of the transactions contemplated herein. In furtherance, and
not in limitation of the foregoing, it is the intent of the parties to
consummate the transactions contemplated herein at the earliest practicable
time and they respectively agree to exert commercially reasonable efforts to
that end, including without limitation: (i) the removal or satisfaction, if
possible, of any objections to the validity or legality of the transactions
contemplated herein; and (ii) the satisfaction of the conditions to
consummation of the transactions contemplated hereby.



          4.7 Press Releases and Announcements. Buyer and Sellers agree that the
existence, nature and terms and conditions of this Agreement and discussions
between the parties regarding the transactions contemplated hereby will be
treated as confidential by the parties.

17







 




Accordingly, each party agrees that it will not make any public comment
concerning or announcement of the transactions contemplated hereby prior to
Closing and will take reasonable steps to restrict knowledge of the
transactions contemplated hereby to those who need to know. Notwithstanding
the foregoing, the parties acknowledge and agree that as a public company,
Buyer is subject to certain disclosure requirements under applicable securities
laws. For this reason, Buyer reserves the right to disclose the existence of
and the status of negotiations at any time prior to Closing that it determines
that securities laws or the rules of any stock exchange require such
disclosure; provided that each party will notify the other parties if it
intends to make such a disclosure. Following Closing, Buyer may make any and
all such disclosures of the terms of this Agreement and the transactions
contemplated hereby as it deems appropriate.



          4.8 Tax Matters.




               (a) No new elections with respect to Taxes, or any changes in current
elections with respect to Taxes, will be made after the date of this Agreement.




               (b) Buyer will retain, and will cause Company to retain, and Sellers will
retain, until the applicable statutes of limitations (including any extensions)
have expired, copies of all Tax Returns, supporting work schedules and other
records or information which be relevant to such returns for all tax periods or
portions thereof ending before or including the date hereof and will not
destroy or otherwise dispose of any such records without first providing the
other party with a reasonable opportunity to review and copy the same. Sellers
will request that records in the possession of their accountants be retained by
them for the customary retention period established by the firm (but in no
event less than ten (10) years) and that such records be made available to
Buyer upon its request.




               (c) Buyer and Company will file and control any Tax Returns required to be
filed by Company for periods beginning on or after the Closing Date. Sellers
agree that they will provide, and will cause their accountants and other
representatives to provide, to Buyer on a timely basis the information,
including but not limited to all work papers and records relating to Company,
that it or the accountants or other representatives have within their control
and that may be reasonably necessary or related to: (i) the preparation of any
and all Tax Returns, information returns and reports required to be filed by
Buyer or Company with governmental agencies; and (ii) audits or other tax
determinations or proceedings by or before such agencies, such information to
be provided in the form in which it has in the past been maintained by Company,
Sellers, their respective accountants or other representatives.



          4.9 Further Assurances; Cooperation; Notification.




               (a) Each party hereto will, before, at and after Closing, execute and
deliver such instruments and take such other actions as the other party or
parties, as the case may be, may reasonably require in order to carry out the
intent of this Agreement. Without limiting the generality of the foregoing, at
any time after the Closing, at the request of Buyer and without further
consideration, Sellers will execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as Buyer
may reasonably deem necessary or desirable in order to more effectively
consummate the transactions contemplated

18







 




hereby and to vest in the Buyer good and marketable title to the Shares
without further cost or expense to Buyer.




               (b) At all times from the date hereof until the Closing, each party will
promptly notify the other in writing of the occurrence of any event which it
reasonably believes will or may result in a failure by such party to satisfy
the conditions specified in this Article 4.



          4.10 Disclosure of Developments. During the period prior to Closing, the
Sellers will promptly notify the Buyer of any event or development which, if
existing or occurring at or prior to the date of this Agreement, would have
been required to be set forth or described in the Disclosure Schedule or which
is necessary to correct any information in the Disclosure Schedule or in any
representation and warranty of the Sellers which has been rendered inaccurate
by reason of such event or development. For purposes of determining the
accuracy as of the date hereof of the representations and warranties of the
Sellers contained in Article 2 hereof in order to determine the fulfillment of
the conditions set forth herein, the Disclosure Schedule will be deemed to
exclude any information contained in any supplement or amendment hereto
delivered after the delivery of the Disclosure Schedule.



          4.11 Press Releases and Announcements. None of the parties hereto shall
make any public announcement with respect to the transactions contemplated
herein without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed; provided, however, that any of
the parties hereto may at any time make any announcements which are required by
applicable Law so long as the party so required to make an announcement
promptly upon learning of such requirement notifies the other party of such
requirement and discusses with the other party in good faith the exact proposed
wording of any such announcement.



     5.     CONDITIONS TO THE BUYER’S OBLIGATIONS



     Notwithstanding any other provision of this Agreement to the contrary, the
obligation of Buyer to effect the transactions contemplated herein will be
subject to the satisfaction at or prior to the Closing of each of the following
conditions:



          5.1 Representations and Warranties True. The representations and
warranties of Sellers contained in this Agreement will be in all material
respects true, complete and accurate as of the date when made and at and as of
the Closing Date (unless specifically made as of the Effective Date) as though
such representations and warranties were made at and as of such time, except
insofar as the representations and warranties relate expressly and solely to a
particular date or period, in which case they shall be true and correct in all
material respects at the Closing with respect to such date or period.



          5.2 Performance. Sellers will have performed and complied in all material
respects with all agreements, covenants, obligations and conditions required by
this Agreement to be performed or complied with by Sellers on or prior to the
Closing.



          5.3 Required Approvals and Consents. All action required by Law and
otherwise to be taken by Sellers to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will have been duly

19







 




and validly taken. All Consents of or from all Authorities required
hereunder, if any, to consummate the transactions contemplated herein, will
have been delivered, made or obtained, and the Buyer will have received copies
thereof.



          5.4 Adverse Changes. No change shall have occurred in the assets,
properties or business of Company which shall have a Material Adverse Effect on
Company.



          5.5 No Proceeding or Litigation. No suit, action, investigation, inquiry
or other proceeding by any Authority or other person or entity will have been
instituted or threatened which delays or questions the validity or legality of
the transactions contemplated hereby or which, if successfully asserted, would
individually or in the aggregate, otherwise have a Material Adverse Effect on
Company.



          5.6 Legislation. No Law shall have been enacted which prohibits,
restricts or delays the consummation of the transactions contemplated hereby or
any of the conditions to the consummation of such transaction.



          5.7 Acceptance by Buyer. The form and substance of all documents to be
delivered at Closing hereunder will be reasonably acceptable to Buyer.



          5.8 Certificates. Buyer will have received such certificates of Sellers,
in a form and substance reasonably satisfactory to Buyer, dated the Closing
Date, to evidence compliance with the conditions set forth in this Article 5
and such other matters as may be reasonably requested by Buyer.



          5.9 Due Diligence. Buyer will have received all information reasonable
requested by it pursuant to Section 4.3 of this Agreement.



          5.10 Appropriate Documentation. Buyer shall have received, in a form and
substance reasonably satisfactory to Buyer, dated the Closing Date, stock
certificates and stock assignments separate from certificate necessary to vest
title in the Shares to Buyer.



          5.11 Non-Compete Agreements. Buyer and each of Sellers shall have entered
into the Non-Compete Agreement in the form of Exhibit 5.11 to this Agreement.



          5.12 Employment Agreements. Buyer and each of Sellers shall have entered
into the Employment Agreement in the form of Exhibit 5.12 to this Agreement.



          5.13 Contribution of Existing Debt to Capital. Sellers shall have
contributed the debt owed to Sellers by Company to capital for purposes of
extinguishing the indebtedness.



     6.     CONDITIONS TO OBLIGATIONS OF SELLERS



     Notwithstanding anything in this Agreement to the contrary, the
obligations of Sellers to effect the transactions contemplated herein will be
subject to the satisfaction at or prior to the Closing of each of the following
conditions:



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          6.1 Representations and Warranties True. The representations and
warranties of Buyer contained in this Agreement will be in all material
respects true, complete and accurate as of the date when made and at and as of
the Closing, as though such representations and warranties were made at and as
of such time, except for changes permitted or contemplated in this Agreement,
and except insofar as the representations and warranties relate expressly and
solely to a particular date or period, in which case they will be true and
correct in all material respects at the Closing with respect to such date or
period.



          6.2 Performance. Buyer will have performed and complied in all material
respects with all agreements, covenants, obligations and conditions required by
this Agreement to be performed or complied with by Buyer at or prior to the
Closing.



          6.3 Approvals. All action required to be taken by the Buyer to authorize
the execution, delivery and performance of this Agreement by the Buyer and the
consummation of the transactions contemplated hereby will have been duly and
validly taken.



          6.4 No Proceeding or Litigation. No suit, action, investigation, inquiry
or other proceeding by any Authority or other person or entity will have been
instituted or threatened which delays or questions the validity or legality of
the transactions contemplated hereby.



          6.5 Acceptance by Sellers. The form and substance of all documents to be
delivered to Sellers at Closing hereunder will be reasonably acceptable to
Sellers and their legal counsel.



          6.6 Certificates. Buyer will have furnished to Sellers such certificates
and other documents, instruments and writings to evidence the fulfillment of
the conditions set forth in this Article 6 as Sellers may reasonably request.



          6.7 Payment of Purchase Price. The Buyer shall have delivered the portion
of the Purchase Price to be payable on the Closing Date and the Note on the
form of Exhibit 1.2(c)-1 to this Agreement to Sellers.



          6.8 Non-Compete Agreements. Buyer and each of Sellers shall have entered
into the Non-Compete Agreement in the form of Exhibit 5.11 to this Agreement.



          6.9 Employment Agreements. Buyer and each of Sellers shall have entered
into the Employment Agreement in the form of Exhibit 5.12 to this Agreement.



          6.10 Security Agreement. Buyer and Sellers shall have entered into the
Security Agreement in the form of Exhibit 1.2(c)-3 to this Agreement.



          6.11 Guaranty. Buyer shall have entered into the Guaranty in the form of
Exhibit 1.2(c)-2 to this Agreement.



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     7.     TERMINATION AND ABANDONMENT



          7.1 Termination by Mutual Consent. This Agreement may be terminated at
any time prior to the Closing by the written consent of Sellers and Buyer.



          7.2 Termination by Either Sellers or Buyer. This Agreement may be
terminated by either Sellers or Buyer if:




               (a) the Closing has not been consummated by 7:00 p.m. (Pacific Time) on
September 3, 2003 (provided that the right to terminate this Agreement under
this Section 7.2(a) will not be available to any party whose failure to fulfill
any obligation under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such date), or




               (b) any court of competent jurisdiction in the United States or some other
governmental body or regulatory authority will have issued an order, decree or
ruling or taken any other action permanently restraining, enjoining or
otherwise prohibiting the Closing or permitting consummation of the Closing
only subject to a condition or restriction unacceptable to Buyer and such
order, decree, ruling or other action will have become final and nonappealable.



          7.3 Procedure and Effect of Termination. In the event of termination of
this Agreement and abandonment of the transactions contemplated hereby by
Sellers or Buyer pursuant to this Article 7, written notice must be given to
the other party and this Agreement will terminate (other than Sections 4.4,
4.5, 4.7, 8.2, 8.3, 9.1, 9.8 and 9.12) and the transactions contemplated hereby
will be abandoned, without further action by any of the parties hereto. If
this Agreement is terminated as provided herein:




               (a) Upon request therefor, each of the parties hereto will redeliver all
documents, workpapers and other material of the other parties relating to the
transactions contemplated hereby, whether obtained before or after the
execution hereof, to the party furnishing the same;




               (b) No party will have any further obligation to the other party to this
Agreement pursuant to this Agreement except for liability of any breach of this
Agreement; and




               (c) All filings, applications and other submissions made pursuant to the
terms of this Agreement will, to the extent practicable, be withdrawn from the
agency or other person to which made.



     8.     SURVIVAL; INDEMNIFICATION; RELEASE



          8.1 Survival of Representations, Warranties and Covenants; Investigation.
All representations, warranties and covenants of the parties contained in this
Agreement will survive the Closing Date without limitation as to time. The
right to indemnification or any other remedy based on representations,
warranties, covenants and obligations in this Agreement will not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the
accuracy or inaccuracy of or compliance

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with, any such representation, warranty, covenant or obligation. The
waiver of any condition based on the accuracy of any representation or
warranty, or on the performance of or compliance with any covenant or
obligation, will not affect the right to indemnification or any other remedy
based on such representations, warranties, covenants and obligations.



          8.2 Indemnification by Buyer. Buyer agrees to indemnify, defend and hold
Sellers harmless from and against any and all losses, liabilities, obligations,
demands, judgments, settlements, damages (but excluding claims for
consequential damages, lost profits or punitive damages) or reasonable expense
(including but not limited to interest, penalties, fees and reasonable
professional fees and expenses) and against all claims in respect thereof
(including, without limitation, amounts paid in settlement and reasonable costs
of investigation) whether or not involving a third-party claim (collectively as
“Sellers’ Loss” or “Sellers’ Losses”) to which Sellers may suffer or incur,
directly or indirectly, as a result from or in connection with:




               (a) any untrue representation of, or breach of warranty by, Buyer in any
part of this Agreement;




               (b) the breach of or nonfulfillment of any covenant, agreement or
undertaking of Buyer in this Agreement; and




               (c) operation of Company after the Closing Date.



          8.3 Indemnification by Sellers. Sellers, jointly and severally, agree to
indemnify Buyer and its subsidiaries and affiliates and each of their
respective shareholders, officers and directors (collectively the “Buyer
Indemnified Parties”) against all losses, liabilities, obligations, demands,
judgments, settlements, damages (but excluding any claims for consequential
damages, lost profits or punitive damages suffered directly by Buyer or Company
as opposed to consequential damages, lost profits or punitive damages paid by
Buyer or Company to a third party), or reasonable expenses (including, but not
limited to, interest, penalties, fees, and reasonable professional fees and
expenses) and against all claims in respect thereof (including, without
limitation, amounts paid in settlement and reasonable costs of investigation),
whether or not involving a third-party claim (herein referred to collectively
as “Buyer’s Losses” or individually as a “Buyer’s Loss”) to which the Buyer
Indemnified Parties or Company may suffer or incur, directly or indirectly, as
a result from or in connection with:




               (a) any untrue representation of or breach of warranty, by Sellers in any
part of this Agreement;




               (b) the breach of or nonfulfillment of any covenant, agreement or
undertaking of Sellers in this Agreement; and




               (c) any obligation for Taxes of the Sellers or Company for any period (or
portion thereof) prior to the Closing Date;




               (d) any liability, expense, cost, tax or obligation of any nature with
respect to such current or former employee or other individual arising in
connection with group health plan coverage required under Section 4980B of the
Code or Part 6 of Subtitle B of Title I of ERISA;

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               (e) pending litigation against Company; and




               (f) the operation of Company on or before the Closing Date.



          8.4 Right of Set-Off. Upon at least ten (10) business days prior written
notice to Sellers, specifying in reasonable detail the basis therefor, Buyer
may set-off any amount to which it may be entitled under this Article 8 against
the payments to be made by Buyer of the Purchase Price. The exercise of such
right of set-off by Buyer shall not constitute an event of default or a breach
under this Agreement. Neither the exercise of, nor the failure to exercise,
such right of set-off shall constitute an election of remedies nor limit Buyer
in any manner in the enforcement of any other remedies that may be available to
it. If Sellers object to the set off by written notice to Buyer prior to the
payment date, Buyer shall place the amount in dispute in escrow with a mutually
acceptable escrow agent. Such amount may be withdrawn only upon mutual written
agreement of the parties or pursuant to an award of the arbitral tribunal in
accordance with Section 10.8.



          8.5 Claims for Indemnification.




               (a) General. The parties intend that all indemnification claims be made as
promptly as practicable by the party seeking indemnification (the “Indemnified
Party”) and prior to the expiration of the applicable representation, warranty
or covenant. Whenever any claim shall arise for indemnification hereunder the
Indemnified Party shall promptly notify the party from whom indemnification is
sought (the “Indemnifying Party”) of the claim and, when known, the facts
constituting the basis for such claim (the “Notice”). The failure to notify
the Indemnifying Party shall not relieve the Indemnifying Party of any
liability that it may have to the Indemnified Party except to the extent the
Indemnifying Party is prejudiced thereby, such delay shall not modify the time
requirements for the filing of a claim as set forth in Section 9.8. For
purposes of this Agreement, the date which is three business days after the
Notice is first mailed or otherwise released for dispatch to the Indemnifying
Party is hereinafter referred to as the “Notice Delivery Date”.




               (b) Claims by Third Parties. With respect to claims made by third parties,
the Indemnifying Party shall be entitled to assume control of the defense of
such action or claim with counsel reasonably satisfactory to the Indemnified
Party; provided, however, that:




                    (i) the Indemnified Party shall be entitled to participate in the defense
of such claim and to employ counsel at its own expense to assist in the
handling of such claim;




                    (ii) no Indemnifying Party shall consent to (A) the entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by each claimant or plaintiff to each Indemnified Party of a
release from all liability in respect of such claim or (B) if, pursuant to or
as a result of such consent or settlement, injunctive or other equitable relief
would be imposed against the Indemnified Party or such judgment or settlement
could materially interfere with the business, operations or assets of the
Indemnified Party; and,

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                    (iii) if the Indemnifying Party does not assume control of the defense of
such claim in accordance with the foregoing provisions within ten (10) business
days after the Notice Delivery Date, the Indemnified Party shall have the right
to defend such claim in such manner as it may deem appropriate at the cost and
expense of the Indemnifying Party, and the Indemnifying Party will promptly
reimburse the Indemnified Party therefore in accordance with this Article 9;
provided that the Indemnified Party shall not be entitled to consent to the
entry of any judgment or enter into any settlement of such claim that does not
include as an unconditional term thereof the giving by each claimant or
plaintiff to each Indemnifying Party of a release from all liability in respect
of such claim and provided that Indemnified Party shall not be entitled without
the prior written consent of the Indemnifying Party to enter into a consent or
settlement if injunctive or other equitable relief would be imposed against
the Indemnifying Party or such judgment or settlement could materially
interfere with the business, operations or assets of the Indemnifying Party.




               (c) Remedies Cumulative. The remedies provided herein shall be cumulative
and shall not preclude assertion by any party of any rights or the seeking of
any other remedies against any other party.



     9.     MISCELLANEOUS PROVISIONS



          9.1 Expenses. Buyer and Sellers will each bear their own costs and
expenses relating to the transactions contemplated hereby, including without
limitation, fees and expenses of legal counsel, accountants, investment
bankers, brokers or finders, printers, copiers, consultants or other
representatives for the services used, hired or connected with the transactions
contemplated hereby.



          9.2 Amendment and Modification. Subject to applicable Law, this Agreement
may be amended or modified by the parties hereto at any time prior to the
Closing with respect to any of the terms contained herein; provided, however,
that all such amendments and modifications must be in writing duly executed by
all of the parties hereto.



          9.3 Waiver of Compliance; Consents. Any failure of a party to comply with
any obligation, covenant, agreement or condition herein may be expressly waived
in writing by the party entitled hereby to such compliance, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. No single or partial exercise of
a right or remedy will preclude any other or further exercise thereof or of any
other right or remedy hereunder. Whenever this Agreement requires or permits
the consent by or on behalf of a party, such consent will be given in writing
in the same manner as for waivers of compliance.



          9.4 No Third Party Beneficiaries. Nothing in this Agreement will entitle
any person or entity (other than a party hereto and his, her or its respective
successors and assigns permitted hereby) to any claim, cause of action, remedy
or right of any kind.



          9.5 Notices. All notices, requests, demands and other communications
required or permitted hereunder must be made in writing and will be deemed to
have been duly given and effective: (i) on the date of delivery, if delivered
personally; (ii) on the earlier of the

25







 




fourth (4th) day after mailing or the date of the return receipt
acknowledgment, if mailed, postage prepaid, by certified or registered mail,
return receipt requested; or (iii) on the date of transmission, if sent by
facsimile, telecopy, telegraph, telex or other similar telegraphic
communications equipment:



          if to Sellers:



               Gregg N. Willard and Jeanne M. Willard
               1416
Via Andres
               Palos
Verdes Estates, CA 90274


or to such other person or address as Sellers furnish to the Buyer in writing
in accordance with this subsection.



     if to Buyer:



               OptimumCare Corporation
               5950
Hannum Avenue
               Culver
city, CA 90230
               Attn:
Chief Executive Officer
               Facsimile:
(310) 410-5148


or to such other person or address as Buyer furnishes to the other parties
hereto in writing in accordance with this subsection.



          9.6 Assignment. This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder will be assigned (whether
voluntarily, involuntarily, by operation of law or otherwise) by any of the
parties hereto without the prior written consent of the other parties,
provided, however, that the Buyer may assign its rights (but not its
obligations) under this Agreement, in whole or in any part, and from time to
time, to a wholly owned, direct or indirect, subsidiary of Buyer.



          9.7 Governing Law. This Agreement and the legal relations among the
parties hereto will be governed by and construed in accordance with the
internal substantive laws of the State of California (without regard to the
laws of conflict that might otherwise apply) as to all matters, including
without limitation matters of validity, construction, effect, performance and
remedies.



          9.8 Arbitration.




               (a) The parties agree that any dispute arising out of or relating to this
Agreement or the formation, breach, termination or validity thereof, except for
injunctive relief contemplated by Section 9.12 (a “Dispute”) will be resolved
as follows. If the Dispute cannot be settled through direct discussions, the
parties will first try to settle the Dispute in an amicable manner by mediation
under the Commercial Mediation Rules of the American Arbitration Association,
before resorting to arbitration. Any Dispute that has not been resolved within
60

26







 




days of the initiation of the mediation procedure (the “Mediation
Deadline”) will be settled by binding arbitration in Los Angeles, California by
a panel of three (3) arbitrators, selected in accordance with subsection (b)
below, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “American Arbitration Rules”). The arbitrators in
any such arbitration will have the discretion to order a pre-hearing exchange
of information by the parties, including, without limitation, production of
requested documents, exchange of summaries of testimony and proposed witnesses,
and examination by deposition of parties. The arbitrators are not empowered to
award damages in excess of compensatory damages, as limited by this Agreement,
and each party hereby irrevocably waives any damages in excess of compensatory
damages. Judgment upon any arbitration award may be entered in any court
having jurisdiction thereof and the parties consent to the jurisdiction of the
courts of the State of California for this purpose. The parties agree that
service of process and of any notices required in connection with any
arbitration hereunder or any related court proceedings may be given in the
manner provided for the giving of notices under this Agreement as set forth in
Section 10.5.




               (b) Within twenty (20) days of the Mediation Deadline, Buyer will nominate
one arbitrator and Sellers will nominate one arbitrator. Within thirty (30)
days of the nomination and appointment of the two arbitrators, the two
arbitrators shall select a third arbitrator, and if they fail to do so, a
neutral arbitrator shall be chosen in accordance with the American Arbitration
Rules.



          9.9 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



          9.10 Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.



          9.11 Entire Agreement. This Agreement and the exhibits and other writings
referred to in this Agreement or any such exhibit or other writing are part of
this Agreement, together they embody the entire agreement and understanding of
the parties hereto in respect of the transactions contemplated by this
Agreement and together they are referred to as this “Agreement” or the
“Agreement”. There are no restrictions, promises, warranties, agreements,
covenants or undertakings, other than those expressly set forth or referred to
in this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the transaction or
transactions contemplated by this Agreement, including, but not limited to the
letter of intent dated August 13, 2003. Provisions of this Agreement will be
interpreted to be valid and enforceable under applicable Law to the extent that
such interpretation does not materially alter this Agreement; provided,
however, that if any such provision shall become invalid or unenforceable under
applicable Law such provision will be stricken to the extent necessary and the
remainder of such provisions and the remainder of this Agreement will continue
in full force and effect.



          9.12 Injunctive Relief. It is expressly agreed among the parties hereto
that monetary damages would be inadequate to compensate a party hereto for any
breach by any other party of its covenants and agreements hereof. Accordingly,
the parties agree and acknowledge that any such violation or threatened
violation will cause irreparable injury to the

27







 




other and that, in addition to any other remedies which may be available,
such party will be entitled to injunctive relief against the threatened breach
hereof or the continuation of any such breach without the necessity or proving
actual damages and may seek to specifically enforce the terms thereof.



          9.13 Certain Definitions. For purposes of this Agreement, the term:




               (a) “Authority” or “Authorities” means any foreign, federal, state or
local governmental or quasi-governmental, administrative, regulatory or
judicial court, department, commission, agency, board, bureau, instrumentality
or other authority.




               (b) “Consent” means any consent, approval, order or authorization of or
from, or registration, notification, declaration or filing with any individual
or entity, including without limitation any Authority.




               (c) “Environmental and Occupational Safety and Health Law” means any
common law or duty, case law or other law, that (i) regulates, creates
standards for or imposes liability or standards of conduct concerning any
element, compound, pollutant, contaminant, or toxic or hazardous substance,
material or waste, or any mixture thereof, or relates in any way to emissions
or releases into the environment or ambient environmental conditions, or
conduct affecting such matters, or (ii) is designed to provide safe and
healthful working conditions or reduce occupational safety and health hazards.




               (d) “Environmentally Regulated Materials” means any element, compound,
pollutant, contaminant, substance, material or waste, or any mixture thereof,
designated, listed, referenced, regulated or identified pursuant to any
Environmental and Occupational Safety and Health Law.




               (e) “Laws” means any statute, treaty, law, judgment, writ, injunction,
decision, decree, order, regulation, ordinance or other similar authoritative
matters.




               (f) “Liens” means any mortgage, pledge, lien, security interest,
conditional or installment sales agreement, encumbrance, claim, easement, right
of way, tenancy, covenant, encroachment, restriction or charge of any kind or
nature (whether or not of record).




               (g) “Material Adverse Effect” means an individual or cumulative material
adverse change in the assets of Company or the value of Company or effect on
the business, customers, customer relations, operations or properties of
Company which is reasonably expected to be materially adverse to the business,
financial condition or assets of Company or would prevent Company or Company
from consummating the transactions contemplated hereby.




               (h) “Proprietary Rights” shall mean all patents, patent applications and
patent disclosures; all inventions (whether or not patentable and whether or
not reduced to practice); all trademarks, service marks, trade dress, trade
names and corporate names and all the goodwill associated therewith; all
registered and unregistered statutory and common law copyrights; all
registrations, applications and renewals for any of the foregoing; and all
trade secrets, confidential information, ideas, know-how, technology, research
information, drawings,

28







 




specifications, designs, improvements, technical and computer data,
documentation and software, financial business and marketing plans and
materials, customer and supplier lists and related information and all the
goodwill associated therewith;, and all other proprietary rights.




               (i) “Taxes” means all federal, state, local, foreign and other net income,
gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, real or personal
property, windfall profits, customs, duties or other taxes, fees, assessments,
charges or levies of any kind whatever, together with any interest and any
penalties, additions to tax or additional amounts with respect thereto, and the
term “Tax” means any one of the foregoing Taxes.




               (j) “Tax Returns” means all returns, declarations, reports, statements and
other documents required to be filed with any Authority in respect of Taxes,
and the term “Tax Return” means any one of the foregoing Tax Returns.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	 	“Sellers”
	 	 	 	 	 
	 	 	/s/ GREGG N. WILLARD
	 	 	

	 	 	GREGG N. WILLARD
	 	 	 	 	 
	 	 	/s/ JEANNE M. WILLARD
	 	 	

	 	 	JEANNE M. WILLARD
	 	 	 	 	 
	 	 	“Buyer”
	 	 	 	 	 
	 	 	OPTIMUMCARE CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Edward A. Johnson
	 	 	 	 	

	 	 	 	 	Edward A. Johnson, Chief Executive Officer





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