<Page>

                                                                   EXHIBIT 10.32



                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                              UMC TEN BROECK, INC.
                                      BUYER

                                       AND

                                PREMIERCARE, LLC
                                     SELLER


                                       AND

                                     IEXALT
                                     PARENT

                            DATED: NOVEMBER 30, 2001








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<Table>
<Caption>

                                             TABLE OF CONTENTS

                                                                                                            PAGE
                                                                                                            ----
<S>                                                                                                         <C>
ARTICLE 1 - TRANSFER OF PURCHASED ASSETS AND RELATED MATTERS.................................................  1
     1.1    Purchased Assets.................................................................................  1
     1.2    Excluded Assets..................................................................................  2
     1.3    Assignment of Contracts..........................................................................  3
     1.4    Passage of Title and Risk of Loss................................................................  3

ARTICLE 2 - ASSUMPTION OF CERTAIN LIABILITIES................................................................  3
     2.1    Assumed Obligations..............................................................................  3
     2.2    Excluded Obligations.............................................................................  4

ARTICLE 3 - PURCHASE PRICE...................................................................................  5
     3.1    Purchase Price...................................................................................  5

ARTICLE 4 - CLOSING..........................................................................................  5
     4.1    Closing Date.....................................................................................  5
     4.2    Simultaneous Actions.............................................................................  5
     4.3    Deliveries by Seller and Parent..................................................................  6
     4.4    Deliveries by Buyer..............................................................................  7

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT..............................................  7
     5.1    Organizational Matters...........................................................................  7
     5.2    Authority........................................................................................  8
     5.3    Noncontravention.................................................................................  8
     5.4    Financial Statements.............................................................................  8
     5.5    Absence of Undisclosed Liabilities...............................................................  9
     5.6    Absence of Changes...............................................................................  9
     5.7    Title to Assets.................................................................................. 10
     5.8    Real Property - Leased........................................................................... 11
     5.9    Personal Property - Owned........................................................................ 12
     5.10   Personal Property - Leased....................................................................... 12
     5.11   Agreements....................................................................................... 12
     5.12   Litigation....................................................................................... 14
     5.13   Compliance; Governmental Authorization........................................................... 14
     5.14   Labor Relations; Employees....................................................................... 15
     5.15   Employee Benefit Plans........................................................................... 15
     5.16   Related Party Transactions....................................................................... 16
     5.17   Customers........................................................................................ 17
     5.18   Market Information............................................................................... 17


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     5.19   Intellectual Property............................................................................ 17
     5.20   Insurance........................................................................................ 17
     5.21   Inventories...................................................................................... 17
     5.22   Tax Matters...................................................................................... 18
     5.23   Brokers.......................................................................................... 18
     5.24   Disclosure....................................................................................... 19

ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF BUYER.......................................................... 19
     6.1    Organizational Matters........................................................................... 19
     6.2    Authority........................................................................................ 19
     6.3    Noncontravention................................................................................. 19
     6.4    Brokers.......................................................................................... 20

ARTICLE 7 - COVENANTS OF SELLER AND PARENT................................................................... 20
     7.1    Conduct of Business Until Closing Date........................................................... 20
     7.2    Access to Properties and Records................................................................. 22
     7.3    Advice of Changes................................................................................ 22
     7.4    Conduct.......................................................................................... 22
     7.5    Approvals........................................................................................ 22
     7.6    Further Assurances............................................................................... 22
     7.7    Post Closing Accounts Payable.................................................................... 23
     7.8    Noncompetition................................................................................... 23
     7.9    Donald Sapaugh................................................................................... 23

ARTICLE 8 - COVENANTS OF BUYER............................................................................... 23
     8.1    Confidentiality; Return of Documents............................................................. 23
     8.2    Access to Records................................................................................ 23
     8.3    Employer......................................................................................... 23

ARTICLE 9 - CONDITIONS TO OBLIGATIONS OF BUYER............................................................... 24
     9.1    Authorization.................................................................................... 24
     9.2    Accuracy of Representations and Warranties....................................................... 24
     9.3    Performance of Agreements........................................................................ 24
     9.4    Legislation...................................................................................... 24
     9.5    Satisfactory Due Diligence. ..................................................................... 24

ARTICLE 10 - CONDITIONS TO OBLIGATIONS OF SELLER............................................................. 25
     10.1   Authorization.................................................................................... 25
     10.2   Accuracy of Representations and Warranties....................................................... 25
     10.3   Performance of Agreements........................................................................ 25
     10.4   Legislation...................................................................................... 25

ARTICLE 11 - TERMINATION..................................................................................... 26


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     11.1   Termination...................................................................................... 26
     11.2   Effect........................................................................................... 26

ARTICLE 12 - INDEMNIFICATION................................................................................. 26
     12.1   Survival......................................................................................... 26
     12.2   Indemnification.................................................................................. 26
     12.3   Third Party Claims............................................................................... 28
     12.4   Remedies Cumulative.............................................................................. 29
     12.5   Recoveries....................................................................................... 29
     12.6   Characterization................................................................................. 30

ARTICLE 13 - MISCELLANEOUS................................................................................... 30
     13.1   Expenses; Transfer Taxes......................................................................... 30
     13.2   Parties in Interest.............................................................................. 30
     13.3   Entire Agreement; Amendments..................................................................... 30
     13.4   Headings......................................................................................... 30
     13.5   Notices.......................................................................................... 30
     13.6   Publicity........................................................................................ 31
     13.7   Counterparts..................................................................................... 31
     13.8   Governing Law.................................................................................... 31
     13.9   Gender........................................................................................... 31
     13.10  Waivers.......................................................................................... 31
     13.11  Defined Terms.................................................................................... 32
     13.12  Time............................................................................................. 32
     13.13  Construction..................................................................................... 32
     13.14  Attorneys Fees................................................................................... 32
</Table>



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<Table>
<Caption>
                                                   DEFINITIONS
                                                                                                SECTION
                                                                                                -------
<S>                                                                                             <C>
"Assumed Obligations" ........................................................................... 2.1
"Balance Sheet Date" ............................................................................ 5.4
"Buyer" ......................................................................................... Introduction
"Cash Purchase Price" ........................................................................... 3.1
"Closing" ....................................................................................... 4.1
"Closing Date" .................................................................................. 4.1
"COBRA" ......................................................................................... 5.15(f)
"Code" .......................................................................................... 5.15(b)
"Deferred Purchase Price" ....................................................................... 3.1
"EBITDA" ........................................................................................ 3.1
"Encumbrances" .................................................................................. 5.7(a)
"ERISA".......................................................................................... 5.16(a)
"Excluded Assets" ............................................................................... 1.2
"Excluded Obligations" .......................................................................... 2.2
"Financial Statements" .......................................................................... 5.4
"Hazardous Substance" ........................................................................... 5.13(d)
"Indemnified Party" ............................................................................. 12.3
"Indemnifying Party" ............................................................................ 12.3
"Intellectual Property" ......................................................................... 1.1(f)
"Plans"  ........................................................................................ 5.15(a)
"Purchased Assets" .............................................................................. 1.1
"Returns" ....................................................................................... 5.22(a)
"Seller" ........................................................................................ Introduction
"Special Survival Date" ......................................................................... 12.1
"Survival Date" ................................................................................. 12.1
"Taxes" ......................................................................................... 5.22
</Table>


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                                INDEX TO EXHIBITS

SECTION AND EXHIBIT                         DESCRIPTION
-------------------                         -----------
4.3(b)                                      Bill of Sale

4.3(c)                                      Opinion of Seller's Counsel

4.3(e)                                      Marketing Agreement

4.4(c)                                      Assumption Agreement

4.4(d)                                      Opinion of Buyer's Counsel

                                       INDEX TO SCHEDULES

SECTION AND SCHEDULE                        DESCRIPTION
--------------------                        -----------
1.1(a)                                      Service Contracts

1.1(d)                                      Leases, Orders

1.1(f)                                      Intellectual Property

1.1(j)                                      Governmental Licenses

1.1(k)                                      Securities or Stock

5.1                                         Organizational Matters

5.4                                         Financial Statements

5.5                                         Absence of Undisclosed Liabilities

5.6                                         Absence of Changes

5.7                                         Title to Assets

5.8                                         Real Property - Leased

5.9                                         Personal Property - Owned

5.10                                        Personal Property - Leased

5.11                                        Agreements

5.12                                        Litigation

5.13                                        Governmental Licenses




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5.14                                        Labor Relations; Employees

5.15                                        Employee Benefit Plans

5.17                                        Customers & Suppliers

5.18                                        Market Information

5.19                                        Intellectual Property

5.20                                        Insurance

5.21                                        Inventories

5.22                                        Tax Matters




                                             7

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         THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
November 30, 2001 by and among UMC TEN BROECK, INC., a Florida corporation
together with its assigns (the "Buyer"), PREMIERCARE, LLC, a Delaware limited
liability company (the "Seller"), and iEXALT INC., a Nevada corporation (the
"Parent").

         P R E L I M I N A R Y  S T A T E M E N T:

         A.   Seller is engaged in the provision of clinical and other
diagnostic psychological services (the "Services") under the trade name Rapha
and PremierCare (such business being called the "Purchased Business").

         B.   Parent is the sole member of Seller.

         C.   Seller desires to transfer, convey and assign to Buyer
substantially all of the assets, properties and rights of Seller in and to
the Purchased Business as a going concern, and Buyer desires to purchase and
acquire substantially all of the assets, properties and rights of Seller in
and to the Purchased Business as a going concern, in each case for the
purchase price and otherwise upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth below, the
parties agree as follows:


                                    ARTICLE 1
                TRANSFER OF PURCHASED ASSETS AND RELATED MATTERS

         1.1  PURCHASED ASSETS. On the terms and subject to the conditions of
this Agreement, at the Closing (as defined in Article 4 hereof), Seller shall
transfer, convey and assign to Buyer, and Buyer shall purchase and acquire from
Seller, all of the assets, properties and rights of Seller relating to or used
primarily or exclusively in the Purchased Business, wherever located, real,
personal and mixed, tangible and intangible, as the same shall exist immediately
prior to the Closing (except for those assets set forth in Section 1.2 hereof),
including, but not limited to, the following:

              (a) all rights of Seller under all management agreements,
         service contracts and all other agreements and documents under with
         Seller is obligated to provide the Services including, without
         limitation, the management agreements, service contracts and other
         agreements listed on SCHEDULE 1.1(a) attached hereto and made a part
         hereof (hereinafter collectively referred to as the "Service
         Contracts");

              (b) all furniture, fixtures and other tangible personal
         property utilized in or otherwise pertaining to Purchased Business;


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              (c) all prepaid expenses, advances, escrows and deposits of
         Seller and the benefit of which will accrue to Buyer, except for those
         that specifically relate to Excluded Assets (as defined in Section 1.2)
         or Excluded Obligations (as defined in Section 2.2);

              (d) all rights of Seller under all licenses, real property
         leases, equipment leases, permits, commitments, purchase orders, sales
         orders and other agreements which are described on SCHEDULE 1.1(d)
         attached hereto;

              (e) all rights of Seller in and to insurance and indemnity
         claims relating to the Purchased Business, the Purchased Assets (as
         defined in Section 1.1) or the Assumed Obligations (as defined in
         Section 2.1);

              (f) all patents, patent applications, trade names, fictitious
         or assumed names, registered and unregistered service marks, service
         mark applications, registered and unregistered trademarks, trademark
         applications, copyrights and copyright applications (in both published
         and unpublished works), patterns, inventions, trade secrets, logos,
         slogans, software, process technology and formulae, license agreements,
         research and development projects and reports, market reports, product
         or customer surveys, and all other proprietary, technical and other
         information and intellectual property rights, whether patentable or
         unpatentable, including without limitation the trade name and service
         mark of "Rapha" (collectively, the "Intellectual Property"), and the
         goodwill associated therewith, utilized in or otherwise pertaining to
         the Purchased Business including, but not limited to, the Intellectual
         Property described on SCHEDULE 1.1(f) attached hereto;

              (g) all records and files, including, but not limited to, property
         records, purchasing and sales records, correspondence with suppliers
         and customers (both actual and prospective), personnel and payroll
         records, accounting records, mailing lists, customer and vendor lists
         and records, sales aids, and computer programs, records, files and
         related software;

              (h) all stationery, purchase orders, forms, invoices, labels,
         shipping material, catalogs, brochures, art work, photographs,
         advertising materials, merchandising and display materials, telephone
         and facsimile numbers, Internet web addresses, e-mail addresses and
         domain names;

              (i) to the extent transferable, all governmental licenses,
         permits, authorizations and approvals which are described on SCHEDULE
         1.1(j) attached hereto; and

              (j) all shares of stock or other securities owned by Seller which
         elate to the Purchased Business, which are described on SCHEDULE 1.1(k)
         attached hereto.

         For convenience of reference, the assets, properties and rights to be
transferred, conveyed and assigned to Buyer hereunder, exclusive of the Excluded
Assets, are herein collectively referred to as the "Purchased Assets".
Notwithstanding any other provision to this Agreement, Seller and


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Parent agree to transfer some or all of the Purchased Assets directly to one
or more affiliates of Buyer, as requested by Buyer, on or before the Closing.

         1.2  EXCLUDED ASSETS. Anything contained in Section 1.1 hereof to the
contrary notwithstanding, there are expressly excluded from the assets,
properties and rights to be transferred, conveyed and assigned to Buyer
hereunder the following:

              (a)  the consideration delivered by Buyer to Seller pursuant to
         this Agreement;

              (b)  all cash and cash equivalents of Seller on hand and in banks
         certificates of deposit, commercial paper and similar securities;

              (c) all accounts receivable and notes receivable of Seller
         including, without limitation, any accounts receivable and notes
         receivable owed to Seller from related parties; and

              (d) Seller's minute books and other company records having
         exclusively to do with the organization of Seller.

         For convenience of reference, the assets, properties and rights which
are not to be transferred, conveyed and assigned to Buyer hereunder are herein
collectively referred to as the "Excluded Assets".

         1.3 ASSIGNMENT OF CONTRACTS. Anything in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an agreement or attempted
agreement to transfer, sublease or assign any contract, license, lease, sales
order, purchase order, commitment or other agreement or any claim or right or
any benefit arising thereunder or resulting therefrom or any permit or operating
authority if an attempted transfer, sublease or assignment thereof, without the
consent of any other party thereto, would constitute a breach thereof or in any
way adversely affect the rights of Buyer or Seller thereunder. Seller will use
its best efforts to obtain the consent of such other party to the assignment or
transfer thereof to Buyer in all cases in which such consent is required for
assignment or transfer. If such consent is not obtained, Seller will cooperate
with Buyer in any arrangements necessary or desirable to provide for Buyer the
benefits thereunder, including, without limitation, enforcement for the benefit
of Buyer of any and all rights of Seller against the other party thereto arising
out of the cancellation by such other party or otherwise. Nothing contained in
this Section 1.3 will affect the liability, if any, of Seller pursuant to this
Agreement for failing to disclose the need for such consent or approval.

         1.4 PASSAGE OF TITLE AND RISK OF LOSS. Legal and equitable title and
risk of loss with respect to the Purchased Assets will not pass to Buyer until
such assets are transferred at the Closing.


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                                    ARTICLE 2
                        ASSUMPTION OF CERTAIN LIABILITIES


         2.1 ASSUMED OBLIGATIONS. At the Closing, Buyer will assume those
liabilities and obligations of the Seller arising after the Closing under the
Service Contracts as well as those real property leases, equipment leases, and
other agreements, including management agreements, set forth on SCHEDULE 1.1(d),
effectively assigned and transferred to Buyer pursuant to Section 1.1(d) hereof,
to the extent such do not constitute any misrepresentation or breach of warranty
by Seller. Additionally, Seller will include as a separate section of SCHEDULE
1.1(d), and Buyer will assume, (i) any liabilities and obligations of Seller
existing at the Closing with respect to accrued holiday, vacation and severance
pay relating to employees of Seller or the Purchased Business, and (ii) any
account payable liabilities of Buyer incurred in the ordinary course of
business; provided, Buyer will receive a dollar-for-dollar reduction in the Cash
Purchase Price set forth in Article 3 for the amount of accrued holiday,
vacation and severance pay and account payable liabilities assumed by Buyer. For
convenience of reference, the liabilities and obligations being assumed by Buyer
as stated above are herein collectively called the "Assumed Obligations".

         2.2  EXCLUDED OBLIGATIONS. Except as otherwise expressly provided in
Section 2.1 above, Buyer has not assumed and will not assume any liability or
obligation of Seller or the Purchased Business not included in the Assumed
Obligations, including, but not limited to, the following:

              (a)  any liabilities and obligations of Seller for federal, state
         territorial, local and foreign taxes (including, without limitation,
         franchise, income, personal, real property, sales, use, unemployment,
         gross receipts, excise, payroll, withholding or other taxes);

              (b)  any claims, demands, liabilities or obligations of any
         nature whatsoever which arose or were incurred at or before the
         Closing, or which are based on events occurring or conditions existing
         at or before the Closing, or which are based on services performed by
         Seller at or before the Closing, or which relate to goods or products
         of Seller shipped or delivered at or before the Closing or goods or
         products of Seller in transit prior to or at the Closing and delivered
         after the Closing, (1) notwithstanding that the claim, demand,
         liability or obligation arises or becomes manifest after the Closing
         and (2) regardless of whether or not set forth or otherwise disclosed
         on any Schedule attached hereto (whether or not required to be so set
         forth or disclosed);

              (c)  any actions, suits, claims, investigations or legal,
         administrative or arbitration proceedings pending or threatened against
         Seller or the Purchased Business;

              (d)  any liabilities and obligations of Seller for amounts owed
         to any third party, to any member of Seller including the Parent, or
         any person affiliated therewith, in such person's capacity as a member
         of Seller;

              (e)  any liabilities or obligations for payments due or required
         to be made under any pension, retirement, savings or other compensation
         plan maintained by Seller or any other entity;


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              (f)  any liabilities and obligations of Seller under this
         Agreement or with respect to or arising out of the transactions
         contemplated hereby;

              (g)  any liabilities and obligations relating to the Excluded
         Assets; and

              (h)  any other liabilities and obligations of Seller not being
         specifically assumed by Buyer pursuant to Section 2.1 above.

         For convenience of reference, the liabilities and obligations of Seller
not being assumed by Buyer as aforesaid are collectively referred to as the
"Excluded Obligations". Seller and Parent, individually and collectively, shall
take any and all actions which may be necessary to prevent any person, firm or
governmental authority from having recourse against the Purchased Business, any
of the Purchased Assets or against Buyer with respect to any Excluded
Obligations and shall discharge all Excluded Obligations when they become due
and payable.


                                    ARTICLE 3
                                 PURCHASE PRICE

         3.1  PURCHASE PRICE. The aggregate cash consideration (the "Cash
Purchase Price") to be paid to Seller for the Purchased Assets shall be an
amount equal to (a) One Million Dollars ($1,000,000) at Closing, PLUS, (b) a
deferred payment equal to one-third (1/3) of any EBITDA generated by the
Purchased Business in excess of Five Hundred Thousand Dollars ($500,000)
annually for a period of two years following the Closing (the "Deferred Purchase
Price"); provided, however, the Deferred Purchase Price shall not exceed either
(1) Seven Hundred Fifty Thousand Dollars ($750,000) on an annual basis or (2)
One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate. All
payments due to Seller pursuant to this Section 3.1 shall be made in immediately
available funds in Unites States currency. The two Deferred Purchase Price
payments shall be made to Seller within sixty (60) days after the first
anniversary and the second anniversary of the Closing. As used herein, the term
"EBITDA" means the net income of the Purchased Business for the two (2) twelve
month periods following the Closing plus the sum of the following amounts for
each such twelve-month period: (a) interest expense of the Purchased Business,
(b) taxes measured on the net income of the Purchased Business, and (c)
depreciation and amortization expense of the Purchased Business, in each case as
determined in accordance with generally accepted accounting principles
consistently applied and as set forth in unaudited financial statements prepared
by Buyer for each of the eight (8) quarterly periods following the Closing and
delivered to Seller within forty-five (45) days after the end of each such
twelve-month period. Notwithstanding the foregoing, the One Million Dollar
($1,000,000) portion of the Cash Purchase Price due at Closing shall be reduced
on a dollar-for-dollar basis by the amount of accrued holiday, vacation and
severance pay and account payable liabilities assumed by Buyer in Section 2.1
above, and shall be paid to Seller at Closing via wire transfer in accordance
with the wiring instructions provided by Seller to Buyer prior to Closing.


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                                    ARTICLE 4
                                     CLOSING

         4.1  CLOSING DATE. The closing for the consummation of the transactions
contemplated by this Agreement (the "Closing") will take place at such place, on
such date and at such time as Buyer and Seller may mutually agree, but in no
event later than November 30, 2001. The date on which the Closing actually
occurs is called the "Closing Date".

         4.2  SIMULTANEOUS ACTIONS. All actions to be taken and all documents to
be executed and delivered by the parties at the Closing will be deemed to have
been taken and executed simultaneously and no actions will be deemed taken nor
any documents executed or delivered until all have been taken, executed and
delivered.

         4.3  DELIVERIES BY SELLER AND PARENT. On or before the Closing Date,
Seller and Parent, as applicable, will deliver to Buyer the following:

              (a)  CLOSING CERTIFICATE. An accurate certificate, dated the
         Closing Date and which is required to be accurate only on the Closing
         Date, for each of Seller and Parent, satisfactory in form and substance
         to Buyer, certifying that:

              (1)  the representations and warranties of Seller and Parent, as
                   applicable, contained in this Agreement are true and accurate
                   on and as of the Closing Date with the same force and effect
                   as if made on the Closing Date;

              (2)  Seller and Parent, as applicable, have performed and complied
                   with all covenants, obligations and agreements to be
                   performed or complied with by them on or before the Closing
                   Date pursuant to this Agreement;

              (3)  attached thereto are true and complete copies of resolutions
                   adopted by Seller's and Parent's governing bodies (e.g.
                   managers or boards of directors) and owners (e.g. members)
                   approving this Agreement and the transactions contemplated
                   hereby;

              (4)  the incumbency and specimen signature of each officer, member
                   or manager of Seller and Parent executing this Agreement and
                   any other document to be executed by Seller and Parent are
                   as set forth in such certificate; and

              (5)  Seller is not a foreign person within the meaning of Section
                   1445 of the Internal Revenue Code.

                   (b) INSTRUMENTS OF TRANSFER. A duly executed bill of sale and
         general instrument of assignment in substantially the form of EXHIBIT
         4.3(b) attached hereto and such other duly


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         executed deeds, endorsements, assignments and instruments of
         transfer, conveyance and assignment in form and substance reasonably
         satisfactory to Buyer, as are necessary or desirable to effect the
         transfers, conveyances and assignments to Buyer referred to in
         Article 1 hereof including, without limitation, all instruments of
         conveyance necessary or appropriate to assign the trade name and
         service mark of "Rapha" to Buyer.

              (c)  OPINION OF COUNSEL. An opinion of counsel for Seller and
         Parent in the form of EXHIBIT 4.3(c), dated as of the Closing Date.

              (d)  CONSENTS. Duly executed consents, authorizations, orders
         or approvals of any third party (including, without limitation, any
         governmental body, lender, lessor, licensor, supplier, customer or
         other party to any agreement listed on SCHEDULE 5.12 which are required
         for the consummation of the transactions contemplated by this
         Agreement, each of which shall be in full force and effect on the
         Closing Date.

              (e)  MARKETING AGREEMENT. A Marketing Agreement in the form
         attached hereto as EXHIBIT 4.3(e).

              (f)  ASSIGNMENT OF SERVICE MARK. An Assignment of Service Mark
         a form reasonably acceptable to Buyer.

         4.4  DELIVERIES BY BUYER. On or before the Closing Date, Buyer will
have delivered to Seller the following:

              (a)  CLOSING CERTIFICATE. An accurate certificate, dated the
         Closing Date and which is required to be accurate only on the Closing
         Date, of a duly authorized officer of Buyer, satisfactory in form and
         substance to Seller, certifying that:

                   (1)  the representations and warranties of Buyer contained
                        in this Agreement are true and accurate on and as of
                        the Closing Date with the same force and effect as if
                        made on the Closing Date;

                   (2)  Buyer has performed and complied with all covenants,
                        obligations and agreements to be performed or complied
                        with by it on or before the Closing Date pursuant to
                        this Agreement;

                   (3)  attached thereto are true and complete copies of
                        resolutions adopted by Buyer's board of directors
                        approving this Agreement and the transactions
                        contemplated hereby; and

                   (4)  the incumbency and specimen signature of each officer
                        of Buyer executing this Agreement and any other document
                        to be executed by Buyer are as set forth in such
                        certificate.


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              (b)  PAYMENT. The payment of the Cash Purchase Price in the
         manner set forth in Section 3.1.

              (c)  ASSUMPTION AGREEMENT. A duly executed instrument of
         assumption whereby Buyer shall assume the Assumed Obligations as
         provided herein, which instrument of assumption shall be in
         substantially the form of EXHIBIT 4.4(c) attached hereto.

              (d)  OPINION OF COUNSEL. An opinion of counsel for Buyer in the
         form of EXHIBIT 4.4(d), dated as of the Closing Date.


                                    ARTICLE 5
               REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

              Seller and Parent, individually and collectively, represent and
warrant to Buyer as follows:

         5.1  ORGANIZATIONAL MATTERS. Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Seller is duly qualified and in good standing to do business in every
jurisdiction in which such qualification is necessary because of the nature of
the property owned, leased or operated by it in connection with the Purchased
Business or the nature of the Purchased Business (each of which jurisdictions is
listed in SCHEDULE 5.1 attached hereto). Seller has delivered to Buyer complete
and correct copies of its Articles of Organization and Operating Agreement, in
each case as amended to the date hereof. Parent is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
Parent has delivered to Buyer complete and correct copies of its Articles of
Incorporation and Bylaws, in each case as amended to the date hereof.

         5.2  AUTHORITY. Seller has all requisite corporate power and authority
to own, lease and operate its properties, to carry on the Purchased Business as
it is now being conducted, to enter into this Agreement, to perform its
obligations hereunder, and to consummate the transactions contemplated hereby.
Parent has all requisite corporate power and authority to enter into this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Seller and Parent, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
legal action on the part of Seller and Parent. This Agreement has been duly and
validly executed by Seller and Parent, and is a valid and binding obligation of
Seller and Parent, enforceable in accordance with its terms.

         5.3  NONCONTRAVENTION. Neither the execution, delivery and performance
of this Agreement by Seller or Parent, nor the consummation by Seller or Parent
of the transactions contemplated hereby nor compliance by Seller or Parent with
any of the provisions hereof will:


                                      15
<Page>


              (a)  conflict with or result in a breach of any provision of
         the Articles of Organization or Operating Agreement of Seller or the
         Bylaws of Parent,

              (b)  cause a default (or give rise to any right of termination,
         cancellation or acceleration) under any of the terms of any note, bond,
         lease, mortgage, indenture, license, warranty or other instrument or
         agreement to which Seller or Parent is a party, or by which Seller or
         Parent or any of its assets is or may be bound or benefitted, or

              (c)  violate any law, statute, rule or regulation or order, writ,
         judgment, injunction or decree applicable to Seller or Parent or any
         of its respective assets.

         No consent or approval by, or any notification of or filing with, any
public body or authority is required in connection with the execution, delivery
and performance by Seller or Parent of this Agreement, or the consummation by
Seller or Parent of the transactions contemplated hereby.

         5.4  FINANCIAL STATEMENTS. SCHEDULE 5.4 attached hereto contains true
and complete copies of the following (collectively, the "Financial Statements"):

              (a)  the audited balance sheet of Seller at August 31, 2001
         (the "Balance Sheet Date"), and the related audited statements of
         income, retained earnings and cash flow for the fiscal year then ended,
         and notes related thereto; and

              (b)  the unaudited balance sheet of Seller at October 31, 2001
         (the "Balance Sheet Date") and the related unaudited statement of
         income for the 2 months then ended, and notes related thereto, prepared
         by Seller.

         All allocations of corporate expenses, interest and other charges
reflected in the Financial Statements have been made on a consistent basis from
period to period and in accordance with a fixed formula used by each of Parent
and Seller for all of its divisions and operating units. Except as otherwise
noted in the Financial Statements, the Financial Statements are complete and
present fairly the financial position of Seller and the results of its
operations as of the dates thereof and for the periods covered thereby in
conformity with generally accepted accounting principles applied on a consistent
basis.

         5.5  ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on
SCHEDULE 5.5 attached hereto, at the Balance Sheet Date:

              (a)  the Purchased Business had no liabilities or obligations
         of any nature (matured or unmatured, fixed or contingent) which were
         not provided for or disclosed on the Balance Sheet,


                                      16
<Page>


              (b)  all reserves established by Seller and set forth on the
         Balance Sheet were adequate for the purposes indicated therein, and

              (c)  there were no loss contingencies (as such term is used in
         Statement of Financial Accounting Standards No. 5 issued by the
         Financial Accounting Standards Board) which were not adequately
         provided for in the Balance Sheet.

         5.6  ABSENCE OF CHANGES. Since the Balance Sheet Date, except as set
forth on SCHEDULE 5.6 attached hereto, Seller has operated the Purchased
Business in the ordinary course and there has not been:

              (a)  any adverse change in the condition (financial or otherwise),
         assets, liabilities, earnings or business of Seller;

              (b)  any damage, destruction or loss (whether or not covered by
         insurance) adversely affecting any of the Purchased Assets;

              (c)  any increase in the compensation or benefits of any officer,
         director, employee, consultant or agent (including, without limitation,
         any increase pursuant to any bonus, pension, profit-sharing or other
         plan or commitment), or the entering into of any contract with any
         officer, director or employee, or the making of any loan to, or
         engagement in any transaction with, any officers or directors of
         Seller;

              (d)  any capital expenditure or commitment therefor by Seller
         in excess of Five Thousand Dollars ($5,000) in the aggregate for
         furniture, fixtures or supplies;

              (e)  any obligation or liability (whether absolute, accrued,
         contingent or otherwise and whether due or to become due) incurred, or
         any transaction, contract or commitment entered into, by Seller, other
         than items incurred or entered into (as the case may be) in the
         ordinary course of business and consistent with the past practice of
         Seller, each of which has been properly recorded in Seller's financial
         records;

              (f)  any payment, discharge or satisfaction of any claim,
         encumbrance or liability by Seller other than in the ordinary course of
         business (whether absolute, accrued, contingent or otherwise and
         whether due or to become due);

              (g)  any amendment or termination of any contract, license,
         lease, commitment or other agreement to which Seller is a party, except
         in the ordinary course of business and consistent with the past
         practice of Seller;

              (h)  any actual or threatened labor trouble, problem or
         grievance adversely affecting the Purchased Business or the Purchased
         Assets;


                                      17
<Page>


              (i)  any license, sale, transfer, pledge, mortgage or other
         disposition of any tangible or intangible asset or Intellectual
         Property of the Purchased Business except the use of office supplies in
         the ordinary course of business and consistent with the past practice
         of Seller;

              (j)  any cancellation of any debts or claims or any amendment,
         termination or waiver of any rights of Seller relating to the Purchased
         Assets or the Purchased Business;

              (k)  any change in the accounting methods or practices followed
         by Seller or any change in depreciation or amortization policies or
         rates theretofore adopted;

              (l)  any change in the suppliers, customers or the personnel of
         Seller other than such routine changes which occur in the ordinary
         course of business and which are consistent with the past practices of
         Seller, which changes have not been, individually or in the aggregate,
         adverse to the Purchased Business;

              (m)  any material change in the prices charged or to be charged
         by Seller for the Services;

              (n)  any decrease in the level of maintenance of tangible
         Purchased Assets from that level generally in effect prior to the
         Balance Sheet Date;

              (o)  any failure to operate the Purchased Business in the
         ordinary course of business consistent with past practice, including,
         but not limited to, any failure by Seller pay trade accounts payable
         when due; or

              (p)  any agreement or understanding, whether in writing or
         otherwise, for Seller to take any of the actions specified above in
         items (a) through (o) above.

         5.7  TITLE TO ASSETS. (a) Seller has good and marketable title to all
of the Purchased Assets, free and clear of all mortgages, liens, pledges,
charges, security interests, rights of way, options, rights of first refusal,
conditions, restrictions or encumbrances of any kind or character, whether or
not relating to the extension of credit or the borrowing of money (collectively,
"Encumbrances"), except for the Encumbrances set forth on SCHEDULE 5.7, and
liens for taxes and governmental charges not yet due and payable.


                                      18

<Page>

                  (b) The Purchased Assets include all assets and properties and
all rights necessary or desirable to permit Buyer to carry on the Purchased
Business as presently conducted by Seller. Seller has complete and unrestricted
power and the unqualified right to sell, convey, assign, transfer and deliver
the Purchased Assets (subject to obtaining any consents or waivers of third
parties disclosed on SCHEDULE 5.12 and required in connection with such sale,
conveyance, assignment, transfer and delivery of the Purchased Assets or any
part thereof). The instruments of transfer, conveyance and assignment executed
and delivered by Seller to Buyer at the Closing will be valid and binding
obligations of Seller, enforceable in accordance with their respective terms,
sufficient for purposes of recordation and filing where permitted by law,
sufficient to transfer, convey and assign to Buyer all of Seller's interest in
and to the Purchased Assets, which title shall constitute good and marketable
title thereto, free and clear of all Encumbrances, and sufficient to vest in
Buyer the full right, power and authority to conduct the Purchased Business as
presently conducted.

         5.8 REAL PROPERTY - LEASED. SCHEDULE 5.8 attached hereto contains a
list and brief description (including with respect to each lease (i) a statement
as to whether there is any requirement of consent of the lessor to the
assignment and (ii) a statement as to whether the lessee has or has not agreed
to subordinate the leasehold estate to any liens encumbering the property) of
the terms of all real estate leases to which Seller is a party (as lessee or
lessor). True, complete and correct copies (or, in the case of oral leases,
descriptions) of each lease have been furnished to Buyer. Each such lease is in
full force and effect and constitutes a legal, valid and binding obligation of
the respective parties thereto. All rents and additional amounts due to date on
each such lease have been paid. In each case, the lessee is in peaceable
possession under such lease, has a valid leasehold interest therein and is not
in default thereunder and no waiver, indulgence or postponement of the lessee's
obligations thereunder has been granted by the lessor, nor does there exist any
event, condition or occurrence which, with the giving of notice or the lapse of
time, or both, would constitute such a default under any such lease. Seller has
not violated any of the terms or conditions under any such lease in any respect
which violation would give rise to the right of the other party thereto to
terminate such lease or sue for damages thereunder. All buildings, structures,
appurtenances or real property leased by Seller (a) are in good operating
condition and repair, (b) are in such condition as to permit surrender by Seller
to the lessors on the date hereof without any cost or expense to Seller for
repair or restoration if such leases were terminated on the date hereof, (c) are
adequate and suitable for the uses for which intended by Seller, and (d) afford
adequate rights of ingress and egress for operation of its business in the
ordinary course. None of such buildings, structures and appurtenances, any
equipment therein nor the use, operation or maintenance thereof, violates any
restrictive covenant or encroaches on any property owned by others. No
condemnation proceeding is pending or, to the best of Seller's knowledge,
threatened which would preclude or impair the use of any such property by Seller
for the uses for which intended by it. All of the foregoing conform to
applicable Federal, state, territorial, local and foreign laws and regulations
(including applicable environmental and occupational safety and health laws and
regulations and zoning and building ordinances). Seller or Parent, as
appropriate, will have full power and authority to sublease one or more of the
leases described above, at Buyer's sole desire, to Buyer on the same terms and
conditions as provided in such leases, except that any such sublease shall
provide that Buyer shall have the right to terminate such sublease without cause
but with sixty (60) days advance written notice to Seller or Parent, as
appropriate.

                                       19

<Page>

         5.9 PERSONAL PROPERTY - OWNED. SCHEDULE 5.9 attached hereto contains a
summary and brief description of all tangible personal properties and assets
owned by Seller and used in connection with the Purchased Business, including
without limitation all telephone and facsimile numbers, Internet web addresses,
e-mail addresses and domain names. All such personal property is in good
operating condition and repair, is adequate and suitable for the uses for which
intended by Seller in the ordinary course of the Purchased Business, and there
does not exist any condition which interferes in any material way with the use
or economic value thereof.

         5.10 PERSONAL PROPERTY - LEASED. SCHEDULE 5.10 attached hereto contains
a list of all leases or other material agreements under which Seller is lessee
of or holds or operates any items of office furniture, fixtures, computer
hardware, goods, computer software, fixtures or other tangible personal property
owned by any third party and which are used in connection with the Purchased
Business. True, complete and correct copies (or, in the case of oral leases or
agreements, descriptions) of such leases and agreements have been furnished to
Buyer. Seller is the owner and holder of all of the leasehold estates purported
to be granted by such leases or agreements and all other leases or agreements
under which it is lessee of or holds or operates any such items owned by a third
party. Each of such leases and agreements is in full force and effect and
constitutes a legal, valid and binding obligation of the respective parties
thereto. There is not under any of such leases any existing default or event,
condition or occurrence which, with the giving of notice or lapse of time, or
both, would constitute a default thereunder. Each of the items of personal
property covered by leases or agreements of Seller is in good operating
condition and repair, is in such condition as to permit surrender thereof by
Seller to the lessors on the date hereof without any cost or expense for repair
or restoration if such leases were terminated on the date hereof, is suitable
for the uses for which intended by Seller in the ordinary course of the
Purchased Business and there does not exist any condition which interferes in
any material way with the use or economic value thereof.

         5.11 AGREEMENTS. SCHEDULE 5.11 attached hereto sets forth a true,
complete and correct list and brief description (including a statement as to
whether there is any requirement of consent of any party other than Seller to
assignment) of all written or oral contracts, agreements and other instruments
not made in the ordinary course of business to which Seller is a party, or made
in the ordinary course of business and referred to in clauses (a) through (m) of
the next sentence of this Section 5.11. Except as set forth on said SCHEDULE
5.11, Seller is not a party to any written or oral, formal or informal,

                  (a) distributor, dealer, sales, advertising, agency,
         manufacturer's representative, franchise or similar contract or any
         other contract relating to the distribution of its products or to the
         payment of any fees or commissions;

                  (b) collective bargaining agreement or contract with or
         commitment to any labor union;

                  (c) continuing contract for the future purchase of finished
         goods, material, supplies, equipment or services;


                                       20

<Page>

                  (d)      contract for the future sale of products;

                  (e) contract or commitment for the employment of any officer,
         director, employee or consultant, management contract or any other type
         of contract or understanding with any officer, director, employee or
         consultant;

                  (f) profit-sharing, bonus, stock option, stock purchase,
         savings and investment, pension, retirement, deferred compensation,
         severance or termination pay, disability, hospitalization, insurance or
         similar plan or agreement, formal or informal, providing benefits to
         any current or former director, officer, employee or consultant;

                  (g) indenture, mortgage, promissory note, loan agreement,
         guaranty or other agreement or commitment for the borrowing of money,
         for a line of credit or for a leasing transaction of a type required to
         be capitalized in accordance with FASB Statement of Financial
         Accounting Standards No. 13 or any tax benefit transfer lease;

                  (h) contract or commitment for charitable contributions;

                  (i) contract or commitment for capital expenditures in excess
         of Five Thousand Dollars ($5,000) in the aggregate;

                  (j) contract or commitment for the sale of any assets,
         properties or rights other than inventory in the ordinary course of
         business;

                  (k) lease or other agreement pursuant to which it is a lessee
         of or holds or operates any real property, machinery, equipment, motor
         vehicles, office furniture, computer software, fixtures or similar
         personal property owned by any third party;

                  (l) any contract or agreement having a value of or otherwise
         involving at least Five Thousand ($5,000) (including, without
         limitation, purchase orders and sales orders), whether or not in the
         ordinary course of business;

                  (m) agreement which restricts Seller from engaging in any
         aspect of the Purchased Business anywhere in the world; or

                  (n) contract or agreement for the provision of the Services
         whether under the name "Rapha" or otherwise.

         Each such agreement, lease, contract, commitment, instrument and
obligation is in full force and effect and constitutes a legal, valid and
binding obligation of Seller and of each other party thereto and is enforceable
in accordance with its terms. Seller has performed all the obligations required
to be performed by it to date and is not in default or alleged to be in default
in any respect under any agreement, lease, contract, commitment, instrument or
obligation. There exists no event, condition

                                       21

<Page>

or occurrence which, after notice or lapse of time, or both, would constitute
a default by it of any of the foregoing. Seller is not aware of any default
by any other party to any such agreement, lease, contract, commitment,
instrument or obligation. Seller has furnished to Buyer complete and correct
copies of all documents set forth on said SCHEDULE 5.11.

         5.12 LITIGATION. Except as set forth on SCHEDULE 5.12 attached hereto,
there are no (a) audits, inspections, actions, suits, claims, investigations or
legal or administrative or arbitration proceedings pending or threatened against
Seller, whether at law or in equity, whether civil or criminal in nature or
whether before or by any Federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, nor, to the best knowledge of Seller, does any basis exist therefor or
(b) judgments, decrees, injunctions or orders of any court, governmental
department, commission, agency, instrumentality or arbitrator against Seller.
Seller has made available to Buyer all documents and correspondence relating to
matters referred to in SCHEDULE 5.12.

         5.13 COMPLIANCE; GOVERNMENTAL AUTHORIZATION. (a) Seller has complied
with all Federal, state, territorial, local or foreign laws, ordinances,
regulations or orders applicable to the Purchased Business or the Purchased
Assets, including, by way of description, and not limitation, matters relating
to the environment, anti-competitive practices, discrimination, employment,
health and safety, customs duties and requirements, and foreign practices.
Seller has all governmental licenses and permits necessary in the conduct of the
Purchased Business as presently conducted, which licenses and permits are in
full force and effect, and to Seller's knowledge, no violations are outstanding
or uncured with respect to any such licenses or permits and no proceeding is
pending or threatened to revoke or limit any of them.

         (b) SCHEDULE 1.1(d) attached hereto contains a true, correct and
complete list of all of the governmental licenses and permits, consents, orders,
decrees and other compliance agreements under which Seller is operating or bound
with respect to the Purchased Business. Seller has furnished to Buyer true,
complete and correct copies thereof. Except as set forth in said SCHEDULE
1.1(d), none of such licenses, consents and permits will be affected in any
respect by the transactions contemplated hereby, and Seller has the right to
transfer each of such licenses, consents and permits to Buyer.

         (c) Seller has furnished to Buyer copies of all reports of inspections
of the Purchased Business during the five years preceding the date hereof under
all other applicable Federal, state and local health and safety or environmental
laws and regulations. The deficiencies, if any, noted on such reports have been
corrected.

         (d) As used in this Agreement, "Hazardous Substance" shall mean and
include all hazardous or toxic substances, wastes or materials, any pollutants
or contaminants (including, without limitation, all oil and petroleum of any
kind and in any form, asbestos and raw materials which include hazardous
constituents), or any other similar substances, or materials which are included
under or regulated by any local, state or Federal law, rule or regulation
pertaining to environmental regulation, contamination, clean-up or disclosure,
including, without limitation, the Clean Air Act, the Federal

                                       22

<Page>

Water Pollution Control Act, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Resource Conservation and Recovery Act of
1976, the Toxic Substances Control Act, the Federal Insecticide, Fungicide
and Rodenticide Act, the Occupational Safety and Health Act, the Emergency
Planning and Community Right-to-Know Act of 1986, and all comparable state or
local laws, orders and regulations, as any of the foregoing has heretofore
been or is hereafter amended.

         (e) Seller has no knowledge of the presence, storage, disposition,
generation, treatment, release or discharge of any Hazardous Substance on, under
or about the Purchased Assets or the land and buildings on and in which the
Purchased Business currently conducts its operations.

         5.14 LABOR RELATIONS; EMPLOYEES. Seller enjoys a satisfactory
employer-employee relationship with all of its employees, taken as a whole.
Seller is in compliance with all Federal, state, territorial, local and foreign
laws and regulations respecting labor, employment and employment practices,
terms and conditions of employment and wages and hours. There is no unfair labor
practice complaint against Seller pending before the National Labor Relations
Board or any state, local or foreign agency. Except as set forth on SCHEDULE
5.14 hereto: there is no labor strike, dispute, slowdown, stoppage or
organizational effort actually pending or threatened involving the Purchased
Business; no representation question exists respecting the employees of the
Purchased Business; and no collective bargaining agreement presently covers any
employees of the Purchased Business, nor is any currently being negotiated by
Seller on behalf of the Purchased Business. SCHEDULE 5.14 attached hereto lists
all employees of the Purchased Business, their current salary and benefits and
any increases in their compensation during the past twelve months.

         5.15 EMPLOYEE BENEFIT PLANS. (a) SCHEDULE 5.15 attached hereto lists
all "employee pension benefit" plans (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), all "employee
welfare benefit" plans (as defined in Section 3(1) of ERISA) and any other
qualified or non-qualified plans, programs or letters of commitment promising
current or future benefits or deferred compensation (individually, a "Plan" and,
collectively, the "Plans") maintained by Seller.

                  (b) All Plans which are "employee pension benefit" plans are
so indicated in SCHEDULE 5.15. Favorable determination letters have been issued
as to the qualification of each such Plan and the exempt status of its related
trust under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as
amended ("Code"), respectively, and nothing has occurred which would, and
nothing contemplated hereunder will, cause the loss of such qualification. True,
correct and complete copies of the last Internal Revenue Service determination
letters with respect to the qualification of such Plans and copies of any
amendments (or descriptions of any amendments which have not yet been adopted as
formal amendments) to such Plans since the date of such determination letters
have been delivered to Buyer. All reports, statements, returns and other
information required to be furnished or filed with respect to Seller's employee
benefit plans have been furnished or filed, or both, in accordance with Sections
101 through 105 of ERISA and Sections 6057 through 6059 of the

                                       23

<Page>

Code, and they are accurate and complete. Records have been maintained in
accordance with Section 107 of ERISA.

                  (c) Seller has timely made or accrued and timely paid all
contributions required by law (including the minimum funding standards described
in Section 412 of the Code and Title I, Subtitle B, Part 3 of ERISA) or required
under all Plans which are "employee pension benefit" plans as of the date hereof
and no "accumulated funding deficiency" exists with respect to any Plan which is
a "defined benefit plan" (within the meaning of Section 3(35) of ERISA). The
actuarial present value of all vested accrued benefits and unvested accrued
benefits under any Plan which is "defined benefit plan" as of November 5, 2001
was on a "termination" basis, using actuarial assumptions accepted both
individually and in the aggregate under applicable regulations, not more than
the then fair market value of the assets of such Plan.

                  (d) There have been no "reportable events" (within the meaning
of Section 4043 of ERISA) with respect to any Plan which is a "defined benefit
plan" and there currently exists no condition or set of circumstances which
presents a risk of the termination or partial termination of any such "defined
benefit plan" or any other liability to the Pension Benefit Guaranty
Corporation.

                  (e) None of the Plans, Seller, or to the best knowledge of
Seller, any trustee or other "party in interest" or "disqualified person"
(within the meaning of Section 3(14) of ERISA or Section 4975(e)(2) of the Code,
respectively) with respect to the Plans, has engaged, or will engage in
connection with the transactions contemplated hereunder, in any "prohibited
transaction" (within the meaning of Section 406 of ERISA or Section 4975(c)(1)
of the Code) or has committed any violation of Part 4 of Subpart B of Title I of
ERISA, which could subject such Plans or Seller, any trustee or other party in
interest, disqualified person or other person dealing with the Plans to any
liability under Sections 405, 406, 409 and 502(i) of ERISA or Section 4975 of
the Code. There are no actions, suits or claims pending, or to the knowledge of
Seller, threatened against, involving, or affecting any Plan, and Seller has no
material liability, civil or criminal, under any provision of ERISA or any other
applicable statute or rule of law with respect to the Plans.

                  (f) There are no violations of the health care continuation
coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA") with respect to employees of the Purchased Business
or any qualified beneficiaries of such employees. With respect to any violation
that may have occurred on or prior to the Closing Date, Seller's indemnity in
Section 12.1(a) hereof in favor of Buyer shall also include lost tax deductions
that may be incurred by Buyer, any potential income inclusion that may be
incurred by Buyer and Buyer's employees, any excise tax that Buyer may incur as
a sanction for Seller's COBRA violations, and any civil and/or criminal
penalties imposed under ERISA for Seller's COBRA violations.

         5.16 RELATED PARTY TRANSACTIONS. Except for compensation to regular
employees of Seller, no current or former director, officer, employee or
shareholder or any immediate family member of any such person (defined as a
person's spouse, parents, children, siblings, mothers and fathers-in-law,

                                       24

<Page>

sons and daughters-in-law, and brothers and sisters-in-law) is presently, or
during the last three fiscal years has been:

                  (a) a party to any transaction with Seller (including, but not
         limited to, any contract, agreement or other arrangement providing for
         the furnishing of services by, or rental of real or personal property
         from, or otherwise requiring payments to, any such director, officer,
         employee, shareholder or immediate family member);

                  (b) the direct or indirect owner of an interest in any
         corporation, firm, association or business organization which is or was
         a competitor, supplier or customer of Seller; or

                  (c) a recipient of income from any source other than Seller
         which relates to the business of, or should properly accrue to, Seller.

         5.17 CUSTOMERS. SCHEDULE 5.17 attached hereto contains a true and
complete list of the contract debtors of the Purchased Business during the
12-month period ended ______________, including the amounts paid to Seller
pursuant thereto.

         5.18 MARKET INFORMATION. All market reports, product surveys and
customer surveys, which have been conducted by or for the Company since January
1, 2000, are listed on SCHEDULE 5.18 attached hereto, true and complete copies
of which have been delivered to Buyer.

         5.19 INTELLECTUAL PROPERTY. Set forth on SCHEDULE 5.19 is a true and
complete description of:

                  (a) all Intellectual Property rights owned by Seller or used
         in connection with the Purchased Business;

                  (b) all agreements by which Seller licenses any Intellectual
         Property, whether as licensor or licensee;

                  (c) all claims, if any, pending or threatened to the effect
         that

                           (1)      the present or past operations of Seller
                                    infringe or conflict the alleged rights of
                                    others in any Intellectual Property; or

                           (2)      any Intellectual property of Seller is
                                    invalid or unenforceable; and

                  (d) any outstanding orders, decrees, judgments, stipulations,
         claims or settlements relating to any Intellectual Property rights of
         Seller.

         Seller owns or possesses adequate licenses or other rights to use all
Intellectual Property necessary to conduct the Purchased Business as now
operated. Seller is not aware of any infringement, misappropriation or other
misuse being made by any other party of Seller's Intellectual Property.

                                       25

<Page>

Subject to Seller's obtaining the consents set forth on SCHEDULE 5.11 hereof,
no contract, agreement or understanding between Seller and any party exists
which would impede or prevent assignment to Buyer of the right, title and
interest of Seller in and to the Intellectual Property.

         5.20 INSURANCE. SCHEDULE 5.20 attached hereto contains a list of all
policies of liability, theft, fidelity, life, fire, product liability,
medical/professional malpractice, worker's compensation, health and other forms
of insurance held by Seller (specifying the insurer, amount of coverage, type of
insurance, policy number and any pending claims thereunder). Seller has not,
during the last three fiscal years, been denied or had revoked or rescinded any
policy of insurance.

         5.21 INVENTORIES. The inventories of Seller (a) shall be valued in
accordance with SCHEDULE 5.21 attached hereto; (b) are and, at the Closing Date
will be, of a quantity which is reasonable in the circumstances of the Purchased
Business; and (c) are, and at the Closing Date will be, of a quality which is
salable at regular prices in the ordinary course of the Purchased Business.

         5.22 TAX MATTERS. For purposes of this Agreement, "Taxes" means all
taxes, charges, fees, levies or other assessments of whatever kind or nature,
including, without limitation, all net income, gross income, gross receipts,
sales, use, ad valorem, transfer, franchise, profits, license, withholding,
payroll, employment, excise, estimated, severance, stamp, occupancy or
property taxes, customs duties, fees, assessments or charges of any kind
whatsoever (together with any interest and any penalties, additions to tax or
additional amounts) imposed by any taxing authority (domestic or foreign)
upon or payable by Seller. For purposes of this Section 5.22, the term
"Seller" shall include each other corporation with which Seller files
consolidated or combined income tax returns or reports. Except as noted in
SCHEDULE 5.22:

         (a) Seller has filed, within the time and in the manner prescribed by
law, all returns, declarations, reports, estimates, information returns and
statements (collectively, the "Returns") required to be filed under federal,
state, local or any foreign laws by Seller, and all such Returns are true and
complete in all material respects.

         (b) Seller, within the time and in the manner prescribed by law, has
paid (and until the Closing Date will pay) all Taxes that are due and payable.

         (c) Seller has established (and through the Closing Date will
establish) on its books and records reserves that are adequate for the payment
of all Taxes not yet due and payable.

         (d) There are no liens for Taxes upon the assets of Seller except liens
for Taxes not yet due.

         (e) No deficiency for any Taxes has been proposed, asserted or assessed
against Seller or any of its assets which has not been resolved and paid in
full. No audits or other administrative proceedings or court proceedings are
presently pending with regard to any Taxes or Returns.

                                       26

<Page>


         (f) There are no outstanding waivers or comparable consents regarding
the application of the statute of limitations with respect to any Taxes or
Returns that have been given by Seller.

         (g) Seller is not a party to any tax-sharing or allocation agreement,
nor does Seller owe any amount under any tax-sharing or allocation agreement.

         (h) Seller has complied (and will comply through the Closing Date) in
all respects with all applicable laws, rules and regulations relating to the
payment and withholding of Taxes and, within the time and in the manner
prescribed by law, has withheld and will withhold from employee wages, and has
paid and will pay over to the proper governmental authorities all amounts
required to be so withheld and paid over under all applicable laws.

         5.23 BROKERS. Neither Seller nor Parent, nor any of their officers,
directors, managers or employees, have employed any broker or finder in
connection with the transactions contemplated by this Agreement. Seller and
Parent shall indemnify, defend and hold Buyer harmless from any and all claims
or losses relating to brokerage fees, commissions or finder's fees owed or
claimed to be owed to any broker or finder engaged or claimed to be engaged by
Seller or Parent.

         5.24 DISCLOSURE. Neither this Agreement (including the Schedules and
Exhibits attached hereto) nor any other document, certificate or statement
furnished to Buyer by or on behalf of Seller or Parent in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading.


                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to Seller as follows:

         6.1 ORGANIZATIONAL MATTERS. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida.

         6.2 AUTHORITY. Buyer has all requisite corporate power and authority to
enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Buyer. This Agreement has been duly and validly
executed and delivered by Buyer, and is a valid and binding obligation of Buyer,
enforceable in accordance with its terms.

         6.3 NONCONTRAVENTION. Neither the execution, delivery and performance
of this Agreement by Buyer, nor the consummation by Buyer of the transactions
contemplated hereby, nor compliance by Buyer with any of the provisions hereof
will:


                                      27
<Page>



                  (a) conflict with or result in a breach of any provision of
         the Articles of Incorporation or By-laws of Buyer,

                  (b) cause a default (or give rise to any right of termination,
         cancellation or acceleration) under any of the terms of any agreement,
         instrument or obligation to which Buyer is a party, or by which any of
         its properties or assets may be bound, in each case excluding the
         Purchased Assets as to which no representation or warranty is made by
         Buyer, or

                  (c) violate any statute, rule or regulation or judgment,
         order, writ, injunction or decree of any court, administrative agency
         or governmental body, in each case applicable to Buyer or any of its
         assets.

         No filing with, and no permit, authorization, consent or approval of,
any public body or authority is necessary for the consummation by Buyer of the
transactions contemplated by this Agreement.

         6.4 BROKERS. Neither Buyer nor any of its officers, directors or
employees have employed any broker or finder in connection with the transactions
contemplated by this Agreement. Buyer shall indemnify, defend and hold Seller
harmless from any and all claims or losses relating to brokerage fees,
commissions or finder's fees owed or claimed to be owed to any broker or finder
engaged or claimed to be engaged by Buyer.


                                    ARTICLE 7
                         COVENANTS OF SELLER AND PARENT

         Seller and Parent, individually and collectively, hereby covenant and
agree with Buyer as follows:

         7.1 CONDUCT OF BUSINESS UNTIL CLOSING DATE. Except as permitted or
required hereby or as Buyer may otherwise consent in writing, between the date
hereof and the Closing Date:

         (a)      Seller will:

                  (1)      operate its business only in the usual, regular and
                           ordinary manner as such business was conducted before
                           the Balance Sheet Date;

                  (2)      maintain all properties necessary to conduct its
                           business, whether owned or leased, in substantially
                           the same condition as they now are, except for (A)
                           damage due to unavoidable casualty; and (B)
                           reasonable wear and tear which do not materially
                           adversely affect its operations;


                                      28
<Page>


                  (3)      as to any material Purchased Asset damaged before the
                           Closing Date by casualty not covered by insurance, at
                           Buyer's option either (A) restore it to its condition
                           before such damage; (B) replace it with another item
                           of similar quality and condition; or (C) reduce the
                           Cash Purchase Price by the amount of such loss;

                  (4)      maintain its books, records and accounts in the
                           usual, regular and ordinary manner, on a basis
                           consistent with that used in prior periods;

                  (5)      comply in all material respect with all laws that
                           apply to the conduct of the Purchased Business;

                  (6)      perform all of its material obligations (including
                           paying tax liabilities) without default;

                  (7)      promptly give Buyer written notice of any damage to
                           Purchased Assets of more than Five Thousand Dollars
                           ($5,000);

                  (8)      preserve its business organization intact, and
                           preserve the goodwill and business of the customers,
                           suppliers and other persons having business relations
                           with Seller with respect to the Purchased Business,
                           and retain the services of its present employees
                           engaged in the Purchased Business; and

                  (9)      maintain all of its assets in substantially the same
                           condition as they now are (subject to reasonable wear
                           and tear), and replace all items of equipment at time
                           intervals consistent with past practice.

         (b)      Seller will not, other than in the ordinary course of
                  business:

                  (1)      convey, transfer, sell, lease or otherwise dispose of
                           any material Purchased Asset;

                  (2)      acquire any material asset or property for use in the
                           Purchased Business;

                  (3)      incur any material fixed or contingent obligation or
                           enter into any material agreement, commitment or
                           other transaction or arrangement; or

                  (4)      change or terminate any of the agreements described
                           in Section 5.11 above; and

         (c)      Seller will not, without the prior written consent of Buyer in
                  each instance:

                  (1)      encumber, mortgage, or voluntarily subject to lien
                           any of the Purchased Assets;


                                      29
<Page>


                  (2)      increase the compensation payable (or to become
                           payable) to any employee;

                  (3)      hire any new employee or amend or alter any existing
                           employment agreement or relationship;

                  (4)      add or increase any employee benefits program or
                           adopt any severance plan;

                  (5)      accelerate any billing of its customers or the
                           collection of its accounts receivable, delay the
                           payment of its accounts payable or accrued expenses,
                           allow the accounts payable to remain outstanding for
                           longer than 30 days, or defer expenses;

                  (6)      permit any of its respective officers, managers and
                           directors to pursue any discussions or negotiations
                           with anyone other than Buyer concerning the sale of
                           all or any part of its assets or membership
                           interests, and Seller and Parent shall advise Buyer
                           of any solicitation made to Seller or Parent by any
                           third party in respect to any such discussion or
                           negotiation;

                  (7)      without Buyer's prior written consent, enter into,
                           renew, amend, modify or adopt any material agreement
                           (including without limitation, any material
                           employment or management agreement), commitment,
                           license or lease; or

                  (8)      breach or violate or cause any of the representations
                           and warranties contained in Article 5 of this
                           Agreement to be breached or violated.

         7.2 ACCESS TO PROPERTIES AND RECORDS. Seller and Parent will give to
Buyer and to its counsel, accountants and other representatives reasonable
access during normal business hours to such of its (and its affiliates)
properties, personnel, books, tax returns, contracts, commitments and records as
relate to the Purchased Business and the right to make copies thereof. Seller
and Parent will furnish to Buyer and such representatives all such additional
documents and financial and other information concerning the Purchased Business
as Buyer or its representatives may from time to time reasonably request and
permit Buyer and such representatives to examine all records and working papers
relating to the preparation, review and audits of the financial statements and
tax returns relating to the Purchased Business.

         7.3 ADVICE OF CHANGES. Between the date hereof and the Closing Date,
Seller and Parent will advise Buyer promptly in writing of any fact of which
Seller or Parent becomes aware, which, if known at the date hereof, would have
been required to be set forth or disclosed in or pursuant to this Agreement.

         7.4 CONDUCT. Except as permitted or required hereby or as Buyer may
otherwise consent in writing, Seller or Parent will not enter into any
transaction, take any action or fail to take any action,


                                      30
<Page>


which would result in any of the representations and warranties of Seller or
Parent contained in this Agreement or in any Schedule or Exhibit hereto not
being true and correct at and as of the time immediately after such transaction
has been entered into or such event has occurred and on the Closing Date.

         7.5 APPROVALS. Seller and Parent will obtain in writing and deliver to
Buyer on or prior to the Closing Date all approvals, consents and waivers
required to be obtained by Seller and/or Parent in order to effectuate the
transactions contemplated hereby, reasonably satisfactory in form and substance
to Buyer. Approvals cannot, without the written consent of Buyer, be obtained at
a cost or other adverse consequence to Buyer.

         7.6 FURTHER ASSURANCES. Seller and Parent will at any time and from
time to time after the Closing, upon the request of Buyer and at the expense of
Seller or Parent, do, execute, acknowledge and deliver, and cause to be done,
executed, acknowledged or delivered, all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney or assurances as may be required for
the better transferring, assigning, conveying, granting, assuring and confirming
to Buyer, or for aiding and assisting in the collection of or reducing to
possession by Buyer, of the Purchased Assets, or to vest in Buyer good, valid
and marketable title to the Purchased Assets and otherwise to consummate the
transactions contemplated by this Agreement.

         7.7 POST CLOSING ACCOUNTS PAYABLE. Seller and Parent will ensure that
all of Seller's accounts payable outstanding at Closing shall be fully paid by
Seller within 30 days following Closing.

         7.8 NONCOMPETITION. For a period of five (5) years following the
Closing, neither Seller nor Parent, nor any of their respective affiliates, nor
Donald Sapaugh, shall directly or indirectly own, manage, operate, control,
advise or be connected in any manner (including without limitation, as a
director, agent, owner, consultant or otherwise) with any person, firm,
corporation, company, partnership, trust or business that performs or offers
clinical or other diagnostic psychological services within the continental
United States or its territories, including without limitation Puerto Rico.

         7.9 DONALD SAPAUGH. Donald Sapaugh agrees that Buyer shall have the
exclusive right to hire him, without recourse, as an employee or independent
contractor, during the first two (2) years following the Closing, at terms
agreeable to Buyer and Sapaugh. Neither Seller nor Parent will object to such an
arrangement.


                                    ARTICLE 8
                               COVENANTS OF BUYER

         8.1 CONFIDENTIALITY; RETURN OF DOCUMENTS. Unless and until the
transactions contemplated by this Agreement are consummated, Buyer will keep in
confidence all proprietary and financial information of Seller including
information concerning its customers, suppliers, business and


                                      31
<Page>


know-how, and will not, except to the extent required by law or to the extent
any such information is otherwise publicly available or received from a third
party not affiliated with Seller, without the prior written consent of Seller,
reveal any such financial or proprietary information to any third party other
than affiliates or representatives of Buyer and potential lenders and other
providers of funds each of whom shall agree to be bound by the same
restrictions with respect to confidentiality imposed on Buyer hereunder. If the
transactions contemplated by this Agreement are not consummated, Buyer will
return to Seller, at Seller's request, all documents supplied to Buyer by
Seller pursuant to the provisions of this Agreement.

         8.2 ACCESS TO RECORDS. Following the Closing, Buyer will upon request
provide Seller, its accountants and attorneys reasonable access at times to be
designated by Buyer during normal working hours, to the books and records of
Seller which are to be transferred to Buyer pursuant to Section 1.1(i) hereof.

         8.3 EMPLOYER. While Buyer anticipates extending offers of employment to
all employees of the Company engaged primarily in the Purchased Business, Buyer
shall have no obligation to extend offers of employment to any employees of
Seller. Seller and Buyer agree that, subject to certain agreed upon exceptions,
Buyer will be responsible for severance payments to employees hired by Buyer and
discharged by Buyer after the Closing in accordance with Buyer's severance plan.
Seller will retain all responsibilities relating to its employees (including
those hired by Buyer) to pay accrued vacation and sick pay and satisfy other
employee benefits and contractual obligations to such employees, including
payments of severance pursuant to pre-existing severance agreements, if any, and
any other obligations arising under applicable law prior to the Closing.


                                    ARTICLE 9
                       CONDITIONS TO OBLIGATIONS OF BUYER

         The obligations of Buyer under this Agreement are subject to the
satisfaction, on or before the Closing Date, of the following conditions, any of
which may be waived by Buyer. The waiver of any of the following conditions in
order to close the transactions contemplated under this Agreement will not
constitute a waiver or forfeiture of Buyer's right to indemnification for
Seller's or Parent's failure to fulfill such condition.

         9.1 AUTHORIZATION. All corporate action necessary to authorize the
execution, delivery and performance of this Agreement by Seller and Parent, and
the consummation of the transactions contemplated hereby will have been duly and
validly taken by Seller and Parent, and Seller and Parent will have full power
and right to sell the Purchased Assets to Buyer upon the terms and conditions
set forth in this Agreement.

         9.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller and Parent contained in this Agreement and in any schedule
or exhibit hereto shall be true


                                      32
<Page>


and accurate on and as of the Closing Date, with the same force and effect as
if made on the Closing Date, except as affected by transactions contemplated or
permitted hereby.

         9.3 PERFORMANCE OF AGREEMENTS. Seller and Parent shall have performed
and complied with all covenants, obligations and agreements to be performed or
complied with by it on or before the Closing Date pursuant to this Agreement or
any schedule or exhibit hereto, including, but not limited to, each of Seller's
and Parent's obligations under Section 4.3.

         9.4 LEGISLATION. No Federal, state, territorial, local or foreign
statute, rule or regulation shall have been enacted which prohibits, restricts,
delays or materially adversely affects the consummation of the transactions
contemplated by this Agreement or any of the conditions to the consummation of
such transactions. No temporary restraining order or injunction shall be in
effect restraining the consummation of the transactions contemplated hereby.

         9.5 SATISFACTORY DUE DILIGENCE. Buyer, after such due diligence review
as it shall determine to be appropriate, shall be satisfied (as it determines)
with the financial and operating conditions, as well as all other aspects of the
business, prospects, assets and liabilities of the Purchased Business.

         9.6 NO MATERIAL ADVERSE CHANGE. No material adverse change shall have
occurred or be reasonably expected to occur with respect to the Purchased
Business.

         9.7 NO MATERIAL DECLINE IN REVENUES. Seller's revenues derived from the
Purchased Business during the period between the date of this Agreement and the
Closing shall not have declined by more than 5% when compared to Seller's
revenues derived from the Purchased Business during the first six months of
2001.

         9.8 MATERIAL CONSENTS. Seller shall have obtained the consent, to the
reasonable satisfaction of Buyer, of all third parties with respect to all
material contracts and agreements pertaining to the Purchased Business where
consent is required with respect to the sale of the Purchased Assets to Buyer.

         9.9 TRANSFER OF LICENSES, PERMITS, CERTIFICATIONS AND APPROVALS. Seller
and Buyer shall have completed transfer of and/or Buyer shall have obtained all
licenses, permits, certifications and approvals that are necessary or
appropriate in order for Buyer to own and operate the Purchased Business in the
manner in which Seller has historically operated the Purchased Business.

         9.10 TAIL LIABILITY INSURANCE. Seller shall have obtained at its
expense a "tail" policy providing coverage satisfactory to Buyer for
professional liability claims and general liability claims accrued against
Seller with respect to Services rendered by Seller prior to the Closing, whether
asserted before or after the Closing. In the alternative and only with the prior
consent of Buyer, Seller may arrange for Buyer to assume Seller's current
"occurrence" insurance policy.


                                      33

<Page>

                                   ARTICLE 10
                       CONDITIONS TO OBLIGATIONS OF SELLER

         The obligations of Seller under this Agreement are subject to the
satisfaction, on or before the Closing Date, of the following conditions, any of
which may be waived by Seller. The waiver of any of the following conditions in
order to close the transaction will not constitute a waiver or forfeiture of
Seller's right to indemnification for Buyer's failure to fulfill such condition.

         10.1 AUTHORIZATION. All corporate action necessary to authorize the
execution, delivery and performance of this Agreement by Buyer and the
consummation of the transactions contemplated hereby will have been duly and
validly taken by Buyer.

         10.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Buyer contained in this Agreement or in any schedule or
exhibit hereto shall be true and accurate on and as of the Closing Date, with
the same force and effect as if made on the Closing Date, except as affected by
transactions contemplated or permitted hereby.

         10.3 PERFORMANCE OF AGREEMENTS. Buyer shall have performed and complied
with all covenants, obligations and agreements to be performed or complied with
by it on or before the Closing Date pursuant to this Agreement or any schedule
or exhibit hereto, including, but not limited to, each of Buyer's obligations
under Section 4.4.

         10.4 LEGISLATION. To the best knowledge of Seller, no Federal, state,
territorial, local or foreign statute, rule or regulation shall have been
enacted which prohibits, restricts, delays or materially adversely affects the
consummation of the transactions contemplated by this Agreement or any of the
conditions to the consummation of such transactions. No temporary restraining
order or injunction shall be in effect restraining the consummation of the
transactions contemplated hereby.

                                   ARTICLE 11
                                   TERMINATION

         11.1 TERMINATION. This Agreement may be terminated at any time prior to
the Closing:

                  (a) by Seller or Buyer at any time after November 30, 2001,
         other than due to the failure of the party seeking to terminate this
         Agreement to comply fully with its obligations under this Agreement;

                  (b) by Buyer, if there has been a violation or breach by
         Seller or Parent of any material agreement, representation or warranty
         of Seller or Parent contained in this Agreement and such violation or
         breach has not been waived by Buyer, or, with respect to a violation or
         breach of an agreement, cured by the deadline provided in Section
         11.1(a) above (or by its nature cannot be cured);

                                       34

<Page>

                  (c) by Seller, if there has been a violation or breach by
         Buyer of any material agreement, representation or warranty of Buyer
         contained in this Agreement and such violation or breach has not been
         waived by Seller or, with respect to a violation or breach of an
         agreement, cured by the deadline provided in Section 11.1(a) above (or
         by its nature cannot be cured).

         In the event of termination of this Agreement and abandonment of the
transactions contemplated hereby pursuant to this Section 11.1, written notice
thereof shall forthwith be given to the other party/parties and this Agreement
shall terminate and the transactions contemplated hereby shall be abandoned,
without further action by any of the parties hereto.

         11.2 EFFECT. If this Agreement is terminated as a result of the failure
of a party to consummate or fulfill a condition which is within the reasonable
control of such party, such party shall continue to be liable hereunder for any
such breach. Section 8.1 will survive termination.


                                   ARTICLE 12
                                 INDEMNIFICATION

         12.1 SURVIVAL. All representations and warranties contained herein
shall survive the Closing for a period of two years following the Closing (the
"Survival Date"), at which time such representations and warranties shall
expire, except for the representations and warranties contained in Sections 5.6,
5.12 and 5.22 hereof which shall survive the Closing until the applicable
statute of limitations has run ("Special Survival Date").

         12.2 INDEMNIFICATION. (a) Seller and Parent, individually and
collectively, will indemnify, defend and save Buyer harmless from, against, for
and in respect of the following:

                  (1) any and all liabilities and obligations of Seller and/or
         Parent, or the Purchased Business, (whether absolute, accrued,
         contingent or otherwise and whether a contractual, tax or any other
         type of liability, obligation or claim) not specifically assumed by
         Buyer pursuant to this Agreement;

                  (2) any damages, losses, obligations, liabilities, claims,
         actions or causes of action sustained or suffered by Buyer and arising
         from a breach of any representation or warranty of Seller and/or Parent
         contained in or made pursuant to this Agreement (including the
         Schedules and Exhibits attached hereto), or in any certificate,
         instrument or agreement delivered by Seller and/or Parent pursuant
         hereto or in connection with the transactions contemplated hereby;

                  (3) all fines and penalties and liabilities, including all
         foreseeable and unforeseeable consequential damages and any other
         damages, costs and losses, including

                                       35

<Page>

         reasonable attorneys' and consultants' fees, directly or indirectly
         and in whole or in part arising out of or attributable to:

                           (i) (A) Hazardous Substances released into or
         existing on or prior to the Closing Date in the air, water or beneath
         or on the surface of the Purchased Assets or the land and buildings on
         and in which the Purchased Business currently conducts its operations
         or (B) as to those Hazardous Substances in (A) which migrated or
         migrate at anytime (whether before or after the Closing) within or from
         the Purchased Assets or the land and buildings on and in which the
         Purchased Business currently conducts its operations; or

                           (ii) Hazardous Substances existing on or prior to the
         Closing at or migrating from any other location for which Seller and/or
         Parent is responsible and with respect to which any liability is sought
         to be imposed upon Buyer, its employees, officers, directors or their
         respective successors or assigns, as an alleged successor to Seller
         and/or Parent or the Purchased Business;

         including, without limitation, any natural resource damages and the
         cost of any remedial, removal, response, abatement, clean-up,
         investigative and monitoring costs and any other related costs and
         expenses;

                  (4) all damages, losses, obligations, liabilities, claims,
         actions or causes of action sustained or suffered by Buyer as a result
         of the failure to obtain any consent or provide any benefit under any
         contract, license, lease, sales order, purchase order or other
         agreement, claim, right, permit or operating authority contemplated by
         Section 1.3 hereof;

                  (5) any damages, losses, obligations, liabilities, claims,
         actions or causes of action sustained or suffered by Buyer and arising
         from a breach of any covenant or agreement of Seller contained in or
         made pursuant to this Agreement; and

                  (6) all reasonable costs and expenses (including, without
         limitation, reasonable attorneys', accountants' and other professional
         fees and expenses) incurred by Buyer in connection with any action,
         suit, proceeding, demand, investigation, assessment or judgment
         incident to any of the matters indemnified against under this Section
         12.2(a).

         No claim, demand, suit or cause of action will be brought against
Seller and/or Parent under or pursuant to this Section 12.2(a) with respect to
an alleged breach of any representation or warranty unless Buyer at any time
prior to the Survival Date or, if applicable, the Special Survival Date, gives
Seller or Parent written notice, with reasonable specificity, of the existence
of any such claim, demand, suit or cause of action under this Agreement. Upon
the giving of such written notice as aforesaid, Buyer will have the right, in
addition to all other remedies available to it, to commence legal proceedings
within one year subsequent to the Survival Date or, if applicable, the Special
Survival Date for the enforcement of its rights under this Agreement.

                                       36

<Page>

                  (b) Buyer will indemnify, defend and save Seller harmless
from, against, for and in respect of the following:

                           (1) the failure by Buyer to pay and perform any of
         the Assumed Liabilities assumed by Buyer pursuant to this Agreement and
         the Assumption Agreement;

                           (2) any damages, losses, obligations, liabilities,
         claims, actions or causes of action sustained or suffered by Seller and
         arising from a breach of any representation or warranty of Buyer
         contained in or made pursuant to this Agreement or in any certificate,
         instrument or agreement delivered by it pursuant hereto or in
         connection with the transactions contemplated hereby; and

                           (3) any damages, losses, obligations, liabilities,
         claims, actions or causes of action sustained or suffered by Seller and
         arising from a breach of any covenant or agreement of Buyer contained
         in or made pursuant to this Agreement; and

                           (4) all reasonable costs and expenses (including,
         without limitation, reasonable attorneys', accountants' and other
         professional fees and expenses) incurred by Seller in connection with
         any action, suit, proceeding, demand, investigation assessment or
         judgment incident to any of the matters indemnified against under this
         Section 12.2(b).

         No claim, demand, suit or cause of action will be brought against Buyer
under or pursuant to this Section 12.2(b) with respect to an alleged breach of
representation or warranty unless Seller at any time prior to the Survival Date,
gives Buyer written notice, with reasonable specificity, of the existence of any
such claim, demand, suit or cause of action under this Agreement. Upon the
giving of such written notice as aforesaid, Seller will have the right to
commence legal proceedings within one year subsequent to the Survival Date for
the enforcement of any of its rights under this Agreement.

         12.3 THIRD PARTY CLAIMS. With respect to claims resulting from
assertion of liability by third parties, the obligations and liabilities of the
party responsible for indemnification (the "Indemnifying Party") hereunder with
respect to indemnification claims by the party entitled to indemnification (the
"Indemnified Party") will be subject to the following terms and conditions:

                  (a) The Indemnified Party will give prompt written notice to
         the Indemnifying Party of any assertion of liability by a third party
         which might give rise to a claim by the Indemnified Party against the
         Indemnifying Party based on the indemnity agreements contained in
         Section 12.2 hereof, stating the nature and basis of said assertion and
         the amount thereof, to the extent known.

                  (b) If any action, suit or proceeding is brought against the
         Indemnified Party, with respect to which the Indemnifying Party may
         have liability under the indemnity agreement contained in Section 12.2
         hereof, the action, suit or proceeding will, upon the written

                                       37

<Page>

         agreement of the Indemnifying Party that it is obligated to indemnify
         under the indemnity agreement contained in Section 12.2 hereof, be
         defended (including all proceedings on appeal or for review which
         counsel for the defendant shall deem appropriate) by the Indemnifying
         Party. The Indemnified Party will have the right to employ its own
         counsel in any such case, but the fees and expenses of such counsel
         will be at the expense of such Indemnified Party unless (1) the
         employment of such counsel is authorized by the Indemnifying Party in
         connection with the defense of such action, suit or proceeding,
         (2) the Indemnifying Party does not agree, promptly after the notice
         to it provided in subsection (a) above, that it is obligated to
         indemnify under the indemnity agreement contained in Section 12.2
         hereof or (3) such Indemnified Party reasonably concludes that such
         action, suit or proceeding involves to a significant extent matters
         beyond the scope of the indemnity agreement contained in Section 12.2
         hereof, or that there may be defenses available to it which are
         different from or additional to those available to the Indemnifying
         Party, in any of which events the Indemnifying Party will not have the
         right to direct the defense of such action, suit or proceeding on
         behalf of the Indemnified Party and that portion of such fees and
         expenses reasonably related to matters covered by the indemnity
         agreement contained in Section 12.2 hereof will be borne by the
         Indemnifying Party. The Indemnified Party will be kept fully informed
         of such action, suit or proceeding at all stages thereof whether or
         not it is so represented. The Indemnifying Party will make available
         to the Indemnified Party and its attorneys and accountants all books
         and records of the Indemnifying Party relating to such proceedings or
         litigation and the parties hereto agree to render to each other such
         assistance as they may reasonably require of each other in order to
         ensure the proper and adequate defense of any such action, suit or
         proceeding.

                  (c) The Indemnifying Party will not make any settlement of any
         claims without the written consent of the Indemnified Party.

         12.4 REMEDIES CUMULATIVE. The remedies provided for in this Article 12
are cumulative and will not preclude assertion by the Indemnified Party of any
other rights or the seeking of any other remedies against the Indemnifying
Party.

         12.5 RECOVERIES. In the event an Indemnified Party subsequently
receives payment (including, without limitation, proceeds of insurance and
payments on accounts receivable) with respect to a matter for which it has been
indemnified by the Indemnifying Party, the Indemnified Party will promptly pay
the amount of such payment up to the indemnification received, to the
Indemnifying Party.




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         12.6 CHARACTERIZATION. Any amounts paid by an Indemnifying Party to an
Indemnified Party pursuant to this Article 12 shall be treated for all Tax
purposes as adjustments to the Cash Purchase Price.

                                   ARTICLE 13
                                  MISCELLANEOUS

         13.1 EXPENSES; TRANSFER TAXES. All fees, costs and expenses incurred by
Seller or Parent in connection with, relating to or arising out of the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, including, without limitation, legal and
accounting fees and expenses, will be borne by Seller or Parent. All fees and
expenses incurred by Buyer in connection with this Agreement will be borne by
Buyer. All sales taxes and all registration, recording or transfer taxes which
may be payable in connection with the transactions contemplated by this
Agreement will be borne by Seller or Parent.

         13.2 PARTIES IN INTEREST. This Agreement is not assignable by any party
without the prior written consent of the other parties, except that without
relieving Buyer of any of its obligations under this Agreement, Buyer may assign
this Agreement to any affiliate of Buyer. Subject to the foregoing, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the respective successors, heirs, legal representatives and permitted assigns of
the parties hereto. This Agreement constitutes an agreement among the parties
hereto and none of the agreements, covenants, representations or warranties
contained herein is for the benefit of any third party not a party to this
Agreement.

         13.3 ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including the
Schedules and Exhibits attached hereto) contains the entire understanding of the
parties with respect to its subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to the subject
matter hereof except certain survival provisions of that letter of intent dated
September 26, 2001. This Agreement may be amended only by a written instrument
duly executed by the parties, and any condition to a party's obligations
hereunder may only be waived in writing by such party.

         13.4 HEADINGS. The article and section headings contained in this
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement.

         13.5 NOTICES. All notices, claims, certificates, requests, demands and
other communications hereunder will be in writing and shall be deemed given if
delivered personally, if mailed (by registered or certified mail, return receipt
requested and postage prepaid), if sent by reputable overnight courier service
for next business day delivery, or if sent by facsimile transmission, as
follows:

                  if to Seller or Parent:              iExalt
                                                       12000 Aerospace Ave.
                                                       Suite 375

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<Page>

                                                       Houston, TX  77034

                  with a copy to:                      James (Wes) Christian
                                                       Christian and Smith
                                                       2302 Fannin, Ste. 500
                                                       Houston, TX  77002


                  if to Buyer:                         UMC Ten Broeck, Inc.
                                                       603 Main St.
                                                       Windermere, FL  34786
                                                       Attn: Kevin Barkman

                  with a copy to:                      Ogden Newell & Welch PLLC
                                                       500 W. Jefferson St.
                                                       Suite 1700
                                                       Louisville, KY  40202
                                                       Attn: Scott W. Brinkman

                  if to Donald Sapaugh:                204 Century Drive
                                                       Friendswood, TX  77546

or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any such
communication will be effective on the date of receipt (or, if received on a
non-business day, on the first business day after the date of receipt).

         13.6 PUBLICITY. The parties agree that, except as otherwise required by
law, the issuance of any reports, statements or releases pertaining to this
Agreement or the transactions contemplated hereby will require mutual consent of
Seller and Buyer.

         13.7 COUNTERPARTS. This Agreement may be signed in any number of
counterparts and by different parties in separate counterparts, each of which
will be deemed an original instrument, but all of which together will constitute
one agreement. This Agreement will become effective when one or more
counterparts have been signed and delivered by the parties. Any party may
deliver an executed copy of this Agreement (and an executed copy of any
documents contemplated by this Agreement) by facsimile transmission to another
party, and such delivery will have the same force and effect as any other
delivery of a manually signed copy of this Agreement (or such other document).

         13.8 GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Florida.

         13.9 GENDER. Any reference to a particular gender will be deemed to
include all other genders unless the context otherwise requires.

                                       40

<Page>

         13.10 WAIVERS. Any provision of this Agreement may be waived only by
a written instrument executed by the party to be charged with such waiver.
The waiver by any party hereto of a breach of any provision of this Agreement
will not operate or be construed as a waiver of any subsequent breach.

         13.11 DEFINED TERMS. Throughout this Agreement various terms have
been defined by being enclosed in quotation marks, usually in parentheses,
and used with their initial letters capitalized. Unless the context otherwise
requires, such defined terms will have their designated meaning whenever used
in this Agreement or any attached schedules. Unless an express reference is
made to a different document, all references to a Section or Article shall be
understood to refer to the indicated Section or Article of this Agreement,
and all references to a Schedule or Exhibit shall be understood to refer to
the indicated Schedule or Exhibit attached to this Agreement.

         13.12 TIME. Time is of the essence to the performance of the
obligations set forth in this Agreement.

         13.13 CONSTRUCTION. This Agreement is the result of negotiations
between the parties. No provision of this Agreement shall be construed against a
party because of such party's role as the drafter of the provision.

         13.14 ATTORNEYS FEES. If there is any litigation or arbitration
proceeding between the parties related to this Agreement or the transactions
contemplated by this Agreement, the prevailing party will be entitled to recover
all reasonable costs and expenses (including, without limitation, reasonable
attorneys', accountants' and other professional fees and expenses).

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered on the date first above written.

SELLER:                             PREMIERCARE, LLC


                                    By:     /s/ Charles Caperton
                                       -------------------------------------
                                    Title:     President, PremierCare, LLC
                                          ----------------------------------


PARENT:                             iEXALT



                                    By:    /s/ Donald W. Sapaugh
                                       -------------------------------------
                                    Title:     CEO, iExalt, Inc.
                                          ----------------------------------





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<Page>

BUYER:                              UMC TEN BROECK, INC.



                                    By:   Kevin Barkman
                                       -------------------------------------
                                          Kevin Barkman, Executive Vice
                                          President and Secretary


DONALD W. SAPAUGH JOINS IN THIS AGREEMENT INDIVIDUALLY FOR THE PURPOSES SET
FORTH IN SECTIONS 7.8 AND 7.9:


   /s/ Donald W. Sapaugh
----------------------------------------------
Donald W. Sapaugh, Individually














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