Exhibit 10.16


 


	
  SOUTHERN
  CALIFORNIA

  	
  Irrevocable Standby Letter

  
	
  TRADE
  SERVICE OPERATIONS

  	
   

  	
   

  	
   

  
	
  1980 Saturn
  Street, V01-519

  	
  of Credit No.

  	
   

  
	
  Monterey
  Park, California 91755-7417

  	
   

  	
   

  
	
  Attention:
  Standby Letter of Credit Section

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Date: May 19, 2003


 


	
  BENEFICIARY

  	
   

  	
   

  
	
  SCP PARK
  MEADOWS, LLC

  	
   

  	
  REVCARE,
  INC.

  
	
  280 EAST 96TH
  STREET, SUITE 250

  	
   

  	
  5400 ORANGE
  AVE. #200

  
	
  INDIANAPOLIS,
  INDIANA 46240

  	
   

  	
  CYPRESS, CA
  90630

  



 


With a Copy To:


 


U.S. Bank, N.A.


Attn: Commercial Real Estate
Division


425 Walnut Street, 10th
Floor


CN-OH-W10C


Cincinnati, OH 45202


 


	
  Currency

  	
   

  	
  USD

  
	
  Amount

  	
   

  	
  650,000.00
  (Six Hundred Fifty Thousand and No/100 U.S. Dollars)

  
	
  Available by

  	
   

  	
  Payment at
  this office.

  
	
  Expiry Date

  	
   

  	
  May 19, 2004
  or any automatically extended date as herein set forth at the

  close of business of this office in Monterey Park, California.

  



 


LADIES/GENTLEMEN:


We hereby issue our Irrevocable
Standby Letter of Credit (“Letter of Credit”) in your favor.  This Letter of Credit is available by sight
payment with ourselves only against presentation to this office at the above
address of the following documentation:


 


1.          Beneficiary’s
sight draft drawn on us marked: “Drawn under Union Bank of California, N.A.,
Irrevocable Standby Letter of Credit No.       ,
dated May 19, 2003.”


 


2.          A
dated statement purportedly signed by an authorized representative or officer
of the Beneficiary stating:


 


(a)           “The undersigned
being a duly authorized representative or officer of SCP Park Meadows, LLC
(“Landlord”) hereby represents and warrants that the amount drawn hereby is
owed to Landlord by Revcare, Inc. (“Tenant”) because Tenant has failed to
perform in accordance with the Lease agreement dated
              ,
(the “Lease”) between Landlord and the Tenant, and any periods, as provided in
said Lease, have expired without such failure to comply having been remedied or
cured.”


 


Partial drawings are permitted.


 


This Letter of Credit is
transferable successively in its entirety only up to the then available amount
in favor of any nominated transferee (“Transferee”), assuming such transfer to
such Transferee would be in compliance with then applicable law and regulation,
including but not limited to the regulations of the U.S. Department of Treasury
and U.S. Department of Commerce.  At the
time of transfer, the original Letter of Credit and original Amendment(s), if
any must be surrendered to us together with our Letter of Transfer
documentation (in the form of Annex A attached hereto) duly executed, and
payment of our transfer commission.


 

















 


Irrevocable Standby Letter of
Credit
No.                  


 


This Letter of Credit shall be
deemed automatically extended without an amendment for a one year period
beginning on the present expiration date hereof May 19, 2004 and upon each
anniversary of such date, unless at least 60 (Sixty) days prior to any such
expiration date we have sent you written notice by courier service or overnight
mail that we elect not to permit this Letter of Credit to be so extended beyond
its then current expiration date.  No
presentation made under this Letter of Credit after such expiry date will be
honored.


 


This Letter of Credit shall
finally expire on April 30, 2006, if it has not previously expired in
accordance with the preceding sentence.


 


The date this Letter of Credit
expires in accordance with the above provision is the “Final Expiry Date.”  Upon the occurrence of the Final Expiry Date
this Letter of Credit shall fully and finally expire and no presentations made
under this Letter of Credit after such date will be honored.


 


Upon receipt by you of your
notice that we elect not to renew, you may draw against presentation to our
office at the address above of the following documentation:


 


1.                          A
sight draft drawn on us, purportedly signed by an authorized representative or
officer of the Beneficiary, marked: 
“Drawn under Union Bank of California. 
N.A., Irrevocable Standby Letter of Credit No.
      , dated May 19, 2003.”


 


2.                          A
dated statement purportedly signed by an authorized representative or officer
of the Beneficiary stating:  “The
undersigned being a duly authorized representative or officer of SCP Park
Meadows, LLC, hereby represents and warrants that Revcare, Inc. has failed to
provide an acceptable substitute Letter of Credit at least twenty (20) days
prior to expiration of Union Bank of California, N.A. Irrevocable Standby
Letter of Credit No.        .”


 


This Letter of Credit sets
forth in full the terms of our undertaking, and such terms shall not be
modified, amended or amplified by any document, instrument or agreement
referred to in this Letter of Credit, in which his Letter of Credit is referred
to or to which this Letter of Credit relates.


 


Except as stated herein, this
Letter of Credit is not subject to any condition of qualification and is our
individual obligation which is in no way contingent upon reimbursement.


 


SPECIAL INSTRUCTIONS:


The original of this Letter of
Credit must be presented together with the above documents in order to endorse
the amount of each drawing on the reverse side.


 


All banking charges under this
Letter of Credit except remittance wire fee of USD35.00 are for the account of
the applicant.


 


2

















 


We hereby agree with you that
drafts drawn under and in compliance with the terms of this Letter of Credit
will be duly honored upon presentation and delivery to Union Bank of
California, N.A., at the address above. 
Documents are to be sent in one lot by courier service, overnight mail
or hand delivery.


 


This Letter of Credit is
subject to the “Uniform Customs and Practice for Documentary Credits (1993
Revision)”,  International Chamber of
Commerce Publication No. 500.


 


Union Bank of California, N.A.


Trade Service Operations


 


 


	
   

  	
   

  
	
  Authorized
  Signature

  



 


3

















 


Annex A


 


LETTER OF CREDIT TRANSFER INSTRUCTIONS


 


UNION BANK OF CALIFORNIA, N.A.


SOUTHERN CALIFORNIA


TRADE SERVICES OPERATIONS


1980 Saturn Street, V01-519


Monterey Park, California
91755-7417


	
  Attention:

  	
   

  	
  Standby
  Letter of Credit Section

  
	
   

  	
   

  	
  (Tel. No.
  (323) 720-7957

  



 


Date:                  May 19, 2003


 


Re:                               Union
Bank of California, N.A. Irrevocable Standby Letter of Credit No.
        dated May 19, 2003.”


 


Ladies and Gentlemen:


 


For value received, the
undersigned beneficiary [Insert Name of Beneficiary]


                                      (the
“Beneficiary”) hereby irrevocably transfers to :


 


	
   

  
	
  (Name of Transferee)

  
	
   

  
	
  (Address)

  



 


(the “Transferee”) all rights
of Beneficiary to draw under the above letter of credit (“Letter of Credit”)
and Transferee shall have sole rights as beneficiary thereof, including without
limitation sole rights relating to any amendments thereto, whether increases or
extensions or other amendments and whether now existing or hereafter made, in
connection with the foregoing.  Beneficiary
hereby irrevocably agrees and instructs you (a) that Beneficiary does not
retain any right to refuse to allow you to advise to Transferee any amendment
to the Letter of Credit, (b) that all future amendments to the Letter of Credit
are to be advised directly to Transferee without necessity of any consent of or
notice to Beneficiary, and (c) that there will be no substitution of
Beneficiary’s draft(s) and/or other documents for those presented to you by
Transferee.


 


Beneficiary hereby certifies
that transferee is the owner of, or is lending on the security of the following
property: [Insert street address of property
before issuance of the letter of credit]


 


	
   

  



 


We enclose herewith the
original Letter of Credit (and all original amendments thereto dated on or
prior to the date of these Transfer Instructions) and, together with
Transferee, request that you transfer the Letter of Credit to Transferee by
reissuing the Letter of Credit in favor of the Transferee with provisions
consistent with the Letter of Credit.


 


4

















 


Enclosed is our remittance in
the amount of
USD               representing
your transfer commission in accordance with our published schedule of charges
currently in effect.  In addition, we
agree to pay to you on demand any expenses that may be incurred in connection
with this transfer.


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Name of Beneficiary)

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signature)

  
	
   

  	
   

  
	
  SIGNATURE AUTHENTICATED

  
	
  The above signature with title as stated conforms

  with that on file with us and is authorized for the

  execution of this instrument.

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Name of Bank)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signature, Name and Title)

  



 


	
  ACKNOWLEDGED AND ACCEPTED this

  
	
   

  
	
                            day
  of
                            ,               

  
	
   

  
	
   

  	
   

  
	
  (Name of Transferee

  	
   

  
	
   

  
	
   

  	
   

  
	
  (Authorized Signature)

  	
   

  



 


5